Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | SPECTRASCIENCE INC | ||
Entity Central Index Key | 727,672 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 5,632,000 | ||
Entity Common Stock, Shares Outstanding | 1,413,320,059 | ||
Trading Symbol | SCIE | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 3,550 | $ 127,493 |
Accounts receivable, net | 950 | 7,061 |
Inventory, current portion | 90,594 | 111,887 |
Prepaid expenses and other current assets | 266,749 | 284,305 |
Total current assets | 361,843 | 530,746 |
Fixed assets, net | 316 | |
Long-term inventory | 150,000 | |
Patents, net | 1,024,524 | 1,185,472 |
Total assets | 1,386,367 | 1,866,534 |
Current liabilities: | ||
Accounts payable | 1,318,737 | 941,106 |
Accrued Expenses | 2,278,042 | 1,411,333 |
Notes payable- related parties | 35,000 | |
Note payable | 137,982 | 137,982 |
Convertible debt, net of discounts of $203,444 as of December 31, 2016 and $349,729 as of December 31, 2015. | 6,211,861 | 5,744,604 |
Derivative liability | 819,928 | 620,321 |
Total current liabilities | 10,801,550 | 8,855,346 |
Long-term secured convertible debt | 1,100,000 | |
Total mezzanine equity | 30,850 | 30,850 |
Shareholders' deficit | ||
Common stock, $.01 par value; 1,996,000,000 and 746,915,000 shares authorized; 883,671,222 and 431,247,207 shares issued and outstanding as of December 31, 2016 and December 31, 2015 | 8,836,712 | 4,312,472 |
Additional paid in capital | 34,582,771 | 38,166,818 |
Accumulated deficit | (53,965,519) | (49,498,952) |
Total shareholders' deficit | (10,546,033) | (7,019,662) |
Total liabilities and shareholders' deficit | 1,386,367 | 1,866,534 |
Series B Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible Preferred Stock | 25,850 | 25,850 |
Series C Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible Preferred Stock | 5,000 | 5,000 |
Series A Preferred Stock [Member] | ||
Shareholders' deficit | ||
Convertible Preferred Stock, value | ||
Series AA Super Voting Preferred Stock [Member] | ||
Shareholders' deficit | ||
Convertible Preferred Stock, value | $ 3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Discounts on convertible debt | $ 203,444 | $ 34,729 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 1,996,000,000 | 1,996,000,000 |
Common stock, issued | 883,671,222 | 431,247,207 |
Common stock, outstanding | 883,671,222 | 431,247,207 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 2,585,000 | 2,585,000 |
Preferred stock, issued | 2,585,000 | 2,585,000 |
Preferred stock, outstanding | 2,585,000 | 2,585,000 |
Preferred stock, liquidation value | $ 517,000 | $ 517,000 |
Preferred stock, accumulated and unpaid dividends | $ 106,931 | $ 106,931 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 500,000 | 500,000 |
Preferred stock, issued | 500,000 | 500,000 |
Preferred stock, outstanding | 500,000 | 500,000 |
Preferred stock, liquidation value | $ 100,000 | $ 100,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 0 | 0 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Series AA Super Voting Preferred Stock [Member] | ||
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, authorized | 3,000 | 0 |
Preferred stock, issued | 3,000 | 0 |
Preferred stock, outstanding | 3,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 5,150 | $ 6,600 |
Cost of revenue | 199,405 | 602 |
Gross profit | (194,255) | 5,998 |
Operating expenses: | ||
Research and development | 636,622 | 719,210 |
General and administrative | 1,244,954 | 1,475,809 |
Sales and marketing | 368,355 | 294,353 |
Total operating expenses | 2,249,931 | 2,489,372 |
Loss from operations | (2,444,186) | (2,483,374) |
Other income (expense) | ||
Interest expense | (963,549) | (667,892) |
Change in fair value of derivative and warrant liabilities | (696,080) | 1,174,444 |
Amortization of derivative and warrant liabilities discount | (437,868) | (904,305) |
Amortization of deferred debt issuance costs and original issue discount | (191,366) | (353,985) |
Gain on extinguishment of debt | 469,659 | 260,564 |
Loss on issuance of variable rate debt | (224,618) | (651,691) |
Gain on foreign exchange transactions | 22,212 | 4,385 |
Other expense, net | (770) | (13,014) |
Total non operating expenses | (2,022,381) | (1,151,494) |
Net loss | $ (4,466,567) | $ (3,634,868) |
Basic and diluted loss per share | $ (0.01) | $ (0.02) |
Weighted average common shares outstanding | 697,694,480 | 216,335,085 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Series AA Super Voting Preferred [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance, beginning at Dec. 31, 2014 | $ 1,943,553 | $ 39,509,115 | $ (45,864,084) | $ (4,411,416) | |
Balance, beginning, shares at Dec. 31, 2014 | 194,355,277 | ||||
Non cash issuance of stock options | 177,523 | 177,523 | |||
Common stock issued for cash on option exercise | $ 2,000 | 2,000 | |||
Common stock issued for cash on option exercise, shares | 200,000 | ||||
Conversion of convertible debt | $ 2,366,919 | (1,576,336) | 790,583 | ||
Conversion of convertible debt, shares | 23,691,930 | ||||
Warrant valuation on issuance with convertible debt | 118,096 | 118,096 | |||
Warrant value reclassed to derivative liability for lack of shares | (64,428) | (64,428) | |||
Non cash issuance of warrant for consulting services | 2,848 | 2,848 | |||
Net loss | (3,634,868) | (3,634,868) | |||
Balance, ending at Dec. 31, 2015 | $ 4,312,472 | 38,166,818 | (49,498,952) | (7,019,662) | |
Balance, ending, shares at Dec. 31, 2015 | 431,247,207 | ||||
Non cash issuance of stock options | 160,004 | 160,004 | |||
Conversion of convertible debt | $ 4,524,240 | (3,747,594) | 776,646 | ||
Conversion of convertible debt, shares | 45,424,015 | ||||
Warrant valuation on issuance with convertible debt | 0 | ||||
Non cash issuance of warrant for consulting services | 3,546 | 3,546 | |||
Issuance of Series AA Super Voting Preferred Stock | $ 3 | 24,997 | 25,000 | ||
Issuance of Series AA Super Voting Preferred Stock, shares | 3,000 | ||||
Special dividend related to Series AA Super Voting Preferred Stock | (25,000) | (25,000) | |||
Net loss | (4,466,567) | (4,466,567) | |||
Balance, ending at Dec. 31, 2016 | $ 3 | $ 883,671,222 | $ 34,582,771 | $ (53,965,519) | $ (10,546,033) |
Balance, ending, shares at Dec. 31, 2016 | 3,000 | 8,836,712 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities: | ||
Net loss | $ (4,466,567) | $ (3,634,868) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Obsolete inventory reserve | 196,437 | |
Amortization and depreciation | 161,263 | 165,772 |
Non-cash issuance of stock options | 160,004 | 177,523 |
Non-cash issuance of warrants | 3,546 | 2,848 |
Non -cash interest on forbearance agreements | 65,282 | |
Common stock issued for services | 1,200 | |
Debt issued for services | 15,000 | |
Non -cash interest on lack of shares | (5,972) | |
Amortization of derivative and warrant liabilities discount | 437,868 | 904,305 |
Amortization of deferred debt issuance costs and original issue discount | 191,366 | 353,985 |
Change in fair value of derivative and warrant liabilities | 696,080 | (1,174,444) |
Gain on extinguishment of debt | (469,659) | (260,564) |
Loss on issuance of variable rate debt | 224,618 | 651,691 |
Changes in assets and liabilities: | ||
Accounts receivable | 6,111 | (7,061) |
Inventories | (25,145) | 21,738 |
Prepaid expense and other assets | 17,556 | (40,132) |
Accounts payable | 377,635 | 104,968 |
Accrued expenses | 900,646 | 844,453 |
Net cash used in operating activities | (1,512,731) | (1,889,786) |
Investing activities: | ||
Net cash used in investing activities | ||
Financing activities: | ||
Proceeds from issuance of convertible notes payable | 1,420,000 | 1,970,250 |
Proceeds from issuance of note payable | 50,000 | |
Proceeds from issuance of note payable to affiliate | 35,000 | |
Payment against note payable | (50,000) | |
Proceeds from exercise of stock options | 2,000 | |
Debt issuance costs | (66,212) | (178,500) |
Net cash provided by financing activities | 1,388,788 | 1,793,750 |
Net decrease in cash | (123,943) | (96,036) |
Cash, beginning of year | 127,493 | 223,529 |
Cash, end of year | 3,550 | 127,493 |
Cash paid during the period for: | ||
Interest | 18,000 | |
Income taxes | ||
Non Cash Investing and Financing Activities: | ||
Conversion of convertible notes to common stock | 169,486 | 437,355 |
Conversion of interest due on convertible notes to common stock | 24,188 | 68,150 |
Reducton of derivative liability on conversion of convertible notes | 1,232,152 | 637,874 |
Reduction of debt discount on conversion of convertible notes | (167,217) | (84,192) |
Reduciton of debt issuance costs on conversion of convertible notes | (13,504) | (8,041) |
Conversion of interest payable to increase in note | 9,749 | 37,982 |
Valuation of Series AA Super Voting Preferred Stock | 25,000 | |
Warrant valuation on issuance with convertible debt | 118,096 | |
Derivative liability recorded as debt discount | 654,682 | |
Reclass of warrant value to derivative liability for lack of shares | $ (64,428) |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1: Organization and Description of Business SpectraScience, Inc. was incorporated in the State of Minnesota on May 4, 1983 as GV Medical, Inc. In October 1992, GV Medical discontinued its prior business, refocused its development efforts and changed its name to SpectraScience, Inc. The “Company,” hereinafter, refers to SpectraScience, Inc. and its wholly owned subsidiaries Luma Imaging Corp., SpectraScience International, Inc. and SpectraScience (UK) Ltd. From 1996, the Company primarily focused on developing the WavSTAT Optical Biopsy System (the “WavSTAT System”). The Company has developed and received the European CE mark approval to market a proprietary, minimally invasive technology that optically illuminates tissue in real-time to distinguish between normal, pre-cancerous or cancerous cells without the need to remove the subject cell tissue from the body to make such determinations. The WavSTAT System operates by using cool, safe laser light to optically illuminate and analyze tissue, enabling the physician to make an instant diagnosis during endoscopy when screening for cancer, and if warranted, to begin immediate treatment during the same procedure. Beginning in December 2011, the WavSTAT 4 version of the product began to be sold in the European Union for colon cancer detection. In June 2012 the Company entered into a distribution agreement with PENTAX Europe, GmbH, for the sale of its systems internationally. On November 6, 2007, the Company acquired the assets of Luma Imaging Corporation (“LUMA”) in an equity transaction accounted for as an acquisition of assets and now operates LUMA as a wholly-owned subsidiary of the Company. LUMA had acquired the assets from a predecessor company that had developed, and received FDA approval for, a minimally-invasive diagnostic imaging system that can detect cervical cancer precursors and which utilizes an underlying technology that is similar to that of the WavSTAT System. The addition of the LUMA technology to the Company’s existing WavSTAT System technology provides the Company with a broad suite of fluorescence-based intellectual property and know-how. During the fiscal year ended December 31, 2010, the Company wrote off the remaining fair value of the LUMA inventory in order to focus on the continued development and marketing of the WavSTAT System. The Company retained the intellectual property of LUMA for use in the development of future generations of the WavSTAT System. The intellectual property consisted of a total of 34 issued U.S. Patents and 28 additional patent applications. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2: Going Concern Historically, the Company’s sources of cash have come from the issuance and sales of equity securities and convertible debentures. The Company’s historical cash outflows have been primarily used for operating activities including research, development, administrative and sales activities. Fluctuations in the Company’s working capital due to timing differences of its cash receipts and cash disbursements also impact its cash flow. The Company expects to incur significant additional operating losses through at least the end of 2017, as it completes proof-of-concept trials, conducts outcome-based clinical studies and increases sales and marketing efforts to commercialize the WavSTAT4 System in Europe. The Company may incur unknown expenses or may not be able to meet its revenue forecast, and one or more of these circumstances would require the Company to seek additional capital. The Company may not be able to obtain equity capital or debt funding on terms that are acceptable. Even if the Company receives additional funding, such proceeds may not be sufficient to allow the Company to sustain operations until it becomes profitable and begins to generate positive cash flows from operations. This raises substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2016, the Company had a working capital deficit of $10,439,697 and cash of $3,550, compared to a working capital deficit of $8,324,600 and cash of $127,493 as of December 31, 2015. For the year ended December 31, 2016, the Company raised approximately $1,455,000 under various funding agreements. However, if the Company does not receive additional funds in a timely manner, the Company could be in jeopardy as a going concern. The Company may not be able to find alternative capital or raise capital or debt on terms that are acceptable. Management believes that if the events defined in the various funding agreements occur as expected, such proceeds will be sufficient to allow the Company to sustain operations until it attains profitability and positive cash flows from operations. However, the Company may incur unknown expenses or may not be able to meet its revenue expectations requiring it to seek additional capital. In such event, the Company may not be able to find capital or raise capital or debt on terms that are acceptable. The holders of Convertible Debentures control the conversion of the Convertible Debentures and certain of the Convertible Debentures were not converted at their maturity constituting a potential default on the matured, but unconverted, Convertible Debentures. In the event of such default, principal, accrued interest and other related costs are immediately due and payable in cash. As of December 31, 2016, Convertible Debentures with a face value of $5,849,552 held by 78 individual investors are in default. None of these investors have served notice of default on the Convertible Debentures held by them. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3: Summary of Significant Accounting Policies Consolidation The accompanying consolidated financial statements include the accounts of SpectraScience, Inc. and its wholly-owned subsidiaries Luma Imaging Corp., SpectraScience International, Inc. and SpectraScience (UK) Ltd. All significant intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain reclassifications have been made to the 2015 financial statements in order for them to conform to the 2016 presentation. Such reclassifications have no impact on the Company’s financial position or results of operations. Use of Estimates The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes to the financial statements. Significant estimates made by management include, among others, realization of long-lived assets including intangible assets, assumptions used to value stock options, assumptions used to value the common stock issued and assumptions related to the determination of the fair value of the derivative components associated with the Company’s convertible debentures. Actual results could differ from those estimates. Accounts Receivable Receivables are carried at original invoice amount less payment received and an estimate is made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Receivables are generally considered past due 30 days after the payment date as specified on the invoice. We determine the allowance for doubtful accounts by regularly evaluating individual receivables and considering a creditor’s financial condition, credit history and current economic conditions. Receivables are written off when deemed uncollectible. Recoveries of previously written off receivables previously written off are recorded when received. Inventory We state our inventory at the lower of cost (using the first-in, first-out method) or market value, determined on an average cost basis. We provide inventory allowances when conditions indicate that the selling price could be less than cost due to obsolescence and reductions in estimated future demand. We balance the need to maintain strategic inventory levels with the risk of obsolescence due to changing technology and customer demand levels. Unfavorable changes in market conditions may result in a need for inventory reserves that could adversely impact our gross margins. Conversely, favorable changes in demand could result in higher gross margins when we sell products. During the year ended December 31, 2014, the Company concentrated on clinical trials in Europe to validate the accuracy and cost effectiveness of the WavSTAT system. In anticipation of purchase orders on the completion of the trials, the Company had purchased inventory for approximately 30 consoles which will be used to fulfill initial orders expected from the United Kingdom and Germany. Due to the delayed commercialization of the WavSTAT, the Company established an inventory obsolescence reserve as of December 31, 2016. Property and Equipment The Company’s long-lived assets consist of property and equipment and intangible assets. Equipment is carried at cost and is depreciated over the estimated useful lives of the assets, which are generally two to three years, and leasehold improvements are amortized over the lesser of the lease term or the estimated useful lives of the improvements. The straight-line method is used for depreciation and amortization. Intangible assets consist of patents, which are amortized using the straight-line method over the estimated useful lives of the patents. The Company does not capitalize external legal costs and filing fees associated with obtaining patents on its new discoveries. Acquired intellectual property is recorded at cost and is amortized over its estimated useful life. The Company believes the useful lives assigned to these assets are reasonable. The Company assesses the recoverability of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These computations utilize judgments and assumptions inherent in management’s estimate of future cash flows to determine recoverability of these assets. If management’s assumptions about these assets were to change as a result of events or circumstances, the Company may be required to record an impairment loss. Patents The Company accounts for acquired intangible assets under FASB ASC Topic 350 Goodwill and Other Intangibles –General Intangibles Other than Goodwill Convertible Debentures/Warrants For Convertible Debentures issued previous to March 31, 2013 containing exchange features, we account for the Convertible Debentures, associated warrants and conversion features under the provisions of FASB Topic 815, Debt, or ASC 815, which requires the measurement and recognition of the fair values for all components related to the Convertible Debentures at the end of each reporting period. We estimate the fair value of the contingent beneficial conversion option, holders’ warrants and agent warrants at each measurement date using a combination of the Black-Scholes-Merton and modified Binomial Lattice option-pricing models. These standards require us to record the fair value of the Convertible Debentures and warrants at the time of issuance and to remeasure these values and record associated income statement expense or benefit at each reporting period. A more detailed description can be found in Note 8 to the financial statements. For Convertible Debentures issued subsequent to March 31, 2013 which did not contain exchange features, we account for the Convertible Debentures, associated warrants and conversion features under the provisions of ASC 470 which requires the valuation of the debt discount to be recognized on the date of issuance and the amount of debt discount to be amortized over the life of the Convertible Debenture. Variable Conversion Rate Debentures Starting in 2015, the Company entered into convertible debentures with floating exercise prices discounted to market prices. As a result, a significant number of shares were either issued in 2015, 2016 or will be issued in subsequent periods at deeply discounted variable conversion prices. The downward pressure placed on the Company’s stock as a result of these conversions can be classified as “death spirals” since the investors have no incentive to maintain a stable stock price. The Company accounts for these debentures as derivative liabilities which means the debentures are revalued at the end of each period and gains and losses are recognized at the issuance of the debentures and on the conversion of the debentures. Over Commitment of Shares Since the number of shares issuable under convertible debentures with floating exercise prices are undeterminable, the Company may be required to issue shares in excess of the number of shares authorized by its shareholders. As a result, when the Company determines that is does not have sufficient shares to meet the obligations of derivative unexercised debentures, warrants and options, the derivatives must be valued using the Black Scholes Option Pricing method and a liability is recorded as though the obligations would be settled using some means other than stock. Stock-Based Compensation The Company accounts for stock-based compensation under the provisions of FASB ASC Topic 718, Compensation—Stock Compensation 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 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. 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. Revenue Recognition The Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Revenue from the sale of the Company’s products is generally recognized when title and risk of loss transfers to the customer, the terms of which are generally free-on-board shipping point. The Company uses customer purchase orders to determine the existence of an arrangement. The Company uses shipping documents and third-party proof of delivery to verify that title has transferred. The Company assesses whether the fee is fixed or determinable based upon the terms of the agreement associated with the transaction. To determine whether collection is probable, the Company assesses a number of factors, including past transaction history with the customer and the creditworthiness of the customer. Research and Development Research and development costs are expensed as incurred. There may be cases in the future where certain research and development costs such as software development costs are capitalized. For the years ended December 31, 2016 and 2015, research and development costs were approximately $637,000 and $719,000, respectively. Fair Value of Financial Instruments The carrying amount of the Company's cash, accounts receivable, accounts payable and accrued liabilities approximate their estimated fair values due to the short-term maturities of those financial instruments. Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income and research and development credits. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. FASB Accounting Standards Codification Topic 740, Income Taxes Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at December 31, 2016 or 2015, and have not recognized interest and/or penalties in the consolidated statement of operations for the years ended December 31, 2016 or 2015. We are subject to taxation in the U.S. and the state of California. All of our tax years are subject to examination by the U.S. and California tax authorities due to the carry-forward of unutilized net operating losses. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period of computation. Diluted earnings (loss) per share is computed similarly to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and only if the additional common shares would be dilutive. (See Note 13) |
Accounts Receivables
Accounts Receivables | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Accounts Receivables | Note 4: Accounts Receivables Accounts receivables are carried at the expected realizable value and consisted of the following at December 31, 2016 and 2015: December 31, 2016 2015 Accounts receivable - trade $ 950 $ 7,061 Allowance for doubtful accounts - - Accounts receivable, net $ 950 $ 7,061 During the year ended December 31, 2016, we had two significant customers who accounted for 82% and 18% of sales. During the year ended December 31, 2015, we had one significant customer who accounted for 100% of sales. At December 31, 2016, we had one significant customer who accounted for 100% of our accounts receivable. At December 31, 2015, we had one different significant customer who accounted for 100% of our accounts receivable. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5: Inventory Inventory is carried at the lower of average cost or market and consisted of the following at December 31, 2016 and 2015: December 31, 2016 2015 Raw materials $ 256,163 $ 216,704 Finished goods 30,868 45,183 287,031 261,887 Reserve for obsolescence (196,437 ) - 90,594 261,887 Less long-term portion - 150,000 $ 90,594 $ 111,887 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6: Property and Equipment The following is a summary of equipment, at cost, less accumulated depreciation at December 31, 2016 and 2015: December 31, 2016 2015 Computers and office fixtures $ 50,342 $ 50,342 Machinery and equipment 428,650 428,650 478,992 478,992 Less accumulated depreciation 478,992 478,676 $ - $ 316 Depreciation expense for the years ended December 31, 2016 and 2015 was $316 and $3,350, respectively. Repairs and maintenance are charged to expense as incurred while improvements are capitalized. Upon the sale, retirement or disposal of fixed assets, the accounts are relieved of the cost and the related accumulated depreciation with any gain or loss recorded to the consolidated statements of operations. |
Patents
Patents | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | Note 7: Patents The following is a summary of patents less accumulated amortization at December 31, 2016 and 2015: December 31, 2016 2015 Patents $ 2,980,033 $ 2,980,033 Less accumulated amortization 1,955,509 1,794,561 $ 1,024,524 $ 1,185,472 Amortization expense associated with patents for the years ended December 31, 2016 and 2015 was $160,948 and $162,422, respectively. The estimated future amortization expense related to patents as of December 31, 2016 is as follows: Year Ended December 31. Amount 2017 $ 159,347 2018 148,649 2019 135,775 2020 132,962 2021 119,845 Thereafter 327,946 Total $ 1,024,524 |
Liabilities
Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Liabilities | Note 8: Liabilities Note Payable In November 2014, the Company issued for cash of $100,000 an unsecured note payable and a five year warrant with an exercise price of $0.09 per share for the purchase of up to 50,000 shares of common stock. The terms of the note were a repayment of $115,000 if paid by February 18, 2015 and, if paid thereafter, the principal balance of the note was to be increased to $137,982 as of October 1, 2015 and interest will accrue at 20% from October 1, 2015 until paid. The note remained outstanding at December 31, 2016 and is accruing interest at 20%. The warrant was valued at $1,659 using the Black-Scholes Pricing Model and was recorded as additional paid-in capital and expensed to non-cash interest in 2014. On August 12, 2015, the Company issued for cash of $50,000 an unsecured note payable. The terms of the note were a repayment of $53,000 if paid by August 31, 2015 and $58,000 if paid between September 1 and September 30, 2015. The note was repaid in September 2015 in the amount of $58,000. Notes Payable- Related Parties During the year ended December 31, 2016, two affiliates of the Company advanced to the Company cash in an accumulated amount of $35,000 in exchange for six-month 10% promissory notes. The balance of the notes remains $35,000 at December 31, 2016. Secured Convertible Note During the year ended December 31, 2016, the Company issued for cash of $1,100,000 Secured Convertible Debentures (the “Debentures”) to two accredited investors. The terms of the Debentures are for three years, a conversion price of $0.01 per share and an annual interest rate of 8%. The secured interest is on all of the assets of the Company. The entire amount of the issuance remains outstanding as of December 31, 2016. Convertible Debt As of December 31, 2016, the Company has issued and outstanding Convertible Debentures (“Debentures”) with original terms of six months to one year, an interest rate ranging from 10-20% per year and an original issue discount ranging from 5% to 10% which, at the option of the holder, may convert into common stock at an initial conversion price ranging from $0.01 to $0.099 per share. The Debentures were issued with detachable five year cashless Holders Warrants that allow the holders to purchase one share of stock for each two shares available under the converted Debentures at an exercise price ranging from $0.02 to $0.1287 per share. In addition, the Company issued five-year cashless Agent Warrants equal to 10% of the total number of shares issuable under the Debentures and Holders Warrants at an exercise price ranging from $0.0745 to $0.1287 per share. For debentures issued through March 31, 2013, at the option of the Debenture holder, the terms of the Debentures and Holders Warrants are subject to an exchange feature in the event that the Company issues securities with terms more favorable than those of the then outstanding Debentures and Holders Warrants. Debentures issued subsequent to March 31, 2013 do not contain such an exchange clause. The gross amount of Debentures outstanding is $6,127,082 as of December 31, 2016. As of December 31, 2016, the Company has issued and outstanding Convertible Debentures (“Variable Debentures”) with original terms of 9 months to one year, an interest rate ranging from 0-10% per year and original issue discount rate ranging from 0-10% which contain variable conversion rates ranging from discounts of 40-50% of the Company’s common stock based on the lowest trading prices ranging from 10-25 days previous to conversion. The Variable Debentures contain prepayment options which enable the Company to prepay the notes for periods of 0-180 days subsequent to issuance at premiums ranging from 0-50%. The gross amount of Variable Debentures outstanding is $288,223 as of December 31, 2016. As of December 31, 2016 and 2015, the balances of the Debentures are as follows: December 31,2016 December 31,2015 Balance at beginning of period $ 6,174,760 $ 4,496,602 Issuance of debentures for cash 320,000 1,970,250 Issuance of debentures for services 15,000 - Original issue discount - 145,263 Issuance of debentures for forbearance 65,282 - Debentures converted to common stock (291,754 ) (437,355 ) Debentures exchanged for new debentures 132,017 - Convertible debt 6,415,305 6,174,760 Less unamortized costs of financing 203,444 430,156 Convertible debt, net of unamortized costs $ 6,211,861 $ 5,744,604 Convertible debt in default $ 5,991,570 $ 4,313,199 Future minimum payments on the notes payable, secured convertible debt and convertible debt are as follows: Twelve months ending, December 31, 2017 $ 6,588,287 December 31, 2018 - December 31, 2019 1,100,000 Thereafter - $ 7,688,287 Derivative Liability Since the Company issued Convertible Debentures which included Holders Warrants and a conversion option that includes a possible exchange feature in the event of a future financing on terms more favorable than those of the existing warrants and debentures and Variable Debentures which include conversion rights which vary with the price of the Company’s stock, this results in the warrants and conversion feature of the debentures being recorded as a liability and measured at fair value. The Company measures these warrants and conversion feature using the Black-Scholes option valuation model using similar assumptions to those described under “Stock-Based Compensation.” The time period over which the Company will be required to evaluate the fair value of the warrants is approximately five years and the time period over which the Company will be required to evaluate the fair value of the conversion feature is the lesser of six to twelve months or conversion. The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment of the probability of a more favorably priced future financing or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future. The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under the Company’s control. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s Debentures, to which the convertible feature is associated, are converted into common stock or paid in full. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases. In addition, since the number of shares issuable under the Variable Debentures are undeterminable, the Company may be required to issue shares in excess of the number of shares authorized by its shareholders. As a result, when the Company determines that is does not have sufficient shares to meet the obligations of derivative unexercised debentures, warrants and options, the derivatives must be valued using the Black Sholes Option Pricing method and a liability is recorded as though the obligations would be settled using some means other than stock. For the years ended December 31, 2016 and 2015, the Company determined that it was over committed to the number of shares issuable on the exercise of outstanding debentures, stock options and warrants for approximately 358,000,000 and 386,000,000 shares, respectively. As of December 31, 2016 and 2015, the balances of the Derivative Liability are as follows: Commitment Warrant Derivative In Excess of Total Liability Liability Authorized Stock Liability Balance December 31, 2014 $ 764,958 $ 296,881 $ - $ 1,061,839 Liability on issuance of debt and warrants - 1,306,372 - 1,306,372 Elimination of liability on conversion - (637,874 ) - (637,874 ) Change in estimated fair value (1) (704,538 ) (469,906 ) - (1,174,444 ) Over commitment of stock - - 64,428 64,428 Balance December 31, 2015 $ 60,420 $ 495,473 $ 64,428 $ 620,321 Liability on issuance of debt and warrants 44,394 697,256 - 741,650 Elimination of liability on conversion - (1,232,151 ) - (1,232,151 ) Change in estimated fair value (1) (22,378 ) 718,458 - 696,080 Overcommitment of stock - - (5,972 ) (5,972 ) Balance December 31, 2016 $ 82,436 $ 679,036 $ 58,456 $ 819,928 Debentures issued subsequent to March 31, 2013 did not contain an exchange provision and were accounted for using the equity method of valuing the note and warrant. For the years ended December 31, 2016 and 2015, $0 and $118,096 were recorded as additional paid-in capital related to the initial valuation of debt discounts and warrants associated with new debentures entered into subsequent to March 3l, 2013. Management used the following inputs to value the Derivative and Warrant Liabilities for the year ended December 31, 2016: 12/31/2016 12/31/2015 Derivative Liability Warrant Liability Derivative Liability Warrant Liability Expected term 6 months to 2 years 5 years 6 months - 1 year 5 years Exercise price $0.00025 - $0.099 $0.02 - $0.1287 $0.0005 - $0.099 $0.075 - $0.1287 Expected volatility 217% to 334% 242% to 283% 286% to 448% 210% to 277% Expected dividends None None None None Risk-free interest rate 0.37% to 1.05% 1.14% to 1.93% 0.26% to 0.65% 1.32% to 1.76% Forfeitures None None None None In computing the fair value of the derivative and warrant liability at December 31, 2016 and 2015 for instruments under the Black Sholes option-pricing model, management estimated a 60% probability of a down round financing event at a price of $0.025 and an 15% to 56% probability that existing note holders with exchange privileges would exchange their existing debentures and warrants for new debentures and warrants. Legal Proceedings On July 7, 2016, Oakmore Opportunity Fund I LP, a variable rate noteholder of spectraScience, filed for a preliminary judgement of $116,500 in the Superior Court for the Country of Los Angles, case number BC622542, related to a Convertible Note. Oakmore asserts that SpectraScience breached the terms of the Convertible Note due to having sufficient authorized shares to enable Oakmore to convert its Note with a balance of $22,500. The Company did not object to the preliminary judgement. On October 19, 2016, the Judge issued a final judgement of $521,100. The Company is retaining litigation counsel and intends to vigorously defend the amount of the judgement. The amount of ultimate liability with respect to the foregoing cannot be determined, however, the Company has established a $150,000 contingency to cover the costs of litigation and the judgement. Despite the inherent uncertainties of litigation, the Company at this time does not believe that Oakmore’s claim will have a material adverse impact on its financial condition, results of operations, or cash flows. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9: Income Taxes The significant components of deferred tax assets as of December 31, 2016 and 2015 are shown below. A valuation allowance has been established to offset the deferred tax assets, as realization of such assets is uncertain. December 31, 2016 2015 Excess of financial accounting over tax depreciation $ 10,000 $ 20,000 State income tax benefits 1,903,000 1,971,000 Net operating loss carryforward 14,730,000 13,766,000 Derivative liability expense 2,460,000 1,843,000 Research and development credit carryforwards 711,000 663,000 Obsolete inventory reserve 78,000 - Patent amortization (408,000 ) (472,000 ) Vacation accrual 9,000 9,000 Valuation reserve (19,493,000 ) (17,800,000 ) Net deferred tax asset $ - $ - The following reconciles the tax provision with the expected provision obtained by applying statutory rates to pretax income: December 31, 2016 2015 Federal income tax benefit computed at the Federal statutory rate $ (1,519,000 ) $ (1,236,000 ) Net operating loss 965,000 1,080,000 Timing differences 641,000 291,000 Permanent differences (104,000 ) (27,000 ) Research and development credit 16,000 19,000 Other 1,000 (127,000 ) Income tax benefit $ - $ - The components of federal income tax benefit from continuing operations consisted of the following for the year ended: December 31, 2016 2015 Current income tax expense (benefit): Federal $ - $ - State - - Net current tax expense (benefit) $ - $ - Deferred tax expense (benefit) resulted from: Difference between financial and tax depreciation $ 10,000 $ 12,000 State income tax benefits 68,000 121,000 Net operating loss (965,000 ) (1,080,000 ) Research and development credits (47,000 ) (57,000 ) Obsolete inventory reserve (78,000 ) - Amortization of patents (64,000 ) (64,000 ) Derivative liability recognition (617,000 ) (293,000 ) Vacation accrual - 1,000 Warranty expense - 5,000 Valuation reserve 1,693,000 1,355,000 Net deferred tax benefit $ - $ - $ - $ - At December 31, 2016, the Company had federal net operating loss carry-forwards of approximately $43,324,000 that expire from 2018 through 2036. In addition, the Company had research and development tax credits of approximately $648,000 that expire from 2018 through 2036. As a result of previous stock transactions, the Company’s ability to utilize its net operating loss carry-forwards to offset future taxable income and utilize future research and development tax credits is subject to certain limitations under Section 382 and Section 383 of the Internal Revenue Code due to changes in equity ownership of the Company. The Company has a history of operating losses and, as of yet, has not had any taxable income. The Company has calculated a deferred tax asset for its tax credits but offsets the tax asset with a valuation allowance. As a result, the Company has not realized or recorded any tax benefit related to its tax credits. |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Lease Obligations | Note 10: Lease Obligations The Company leases its principal facility from an unrelated third party. The facility consists of approximately 5,080 square feet of office, research and development, manufacturing, quality testing, and warehouse space. The lease provides for monthly rental payments ranging from $5,120 in 2017 to $5,432 in 2018 plus an additional shared estimated facility cost of approximately $1,500 per month. Lease expense for the years ended December 31, 2016 and 2015 amounted to $79,950 and $76,520, respectively. The following is a schedule of minimum annual rental payments for the next five years: Years ending December 31, 2017 $ 63,282 2018 21,727 Thereafter - Total minimum lease payments $ 85,009 |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity Transactions | Note 11: Equity Transactions Series B Convertible Preferred Stock There are authorized and outstanding 2,585,000 shares of Series B Convertible Preferred Stock (“Series B”). The Series B is convertible at $0.20 per common share and carries a liquidation preference of a like amount. At December 31, 2016 and 2015, the Series B had accumulated and unpaid dividends of $106,931. Due to a lack of authorized shares available, the preferred stock has been classified as mezzanine equity on the face of the balance sheet. Series C Convertible Preferred Stock There were authorized and outstanding at December 31, 2016, 500,000 shares of Series C Convertible Preferred Stock (“Series C”) which are convertible into a like amount of common shares. Due to a lack of authorized shares available, the preferred stock has been classified as mezzanine equity on the face of the balance sheet. Series AA Preferred Shares On April 15, 2016, the Board of Directors of the Company authorized an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to three thousand (3,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one million (1,000,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. The holders are restricted from voting the preferred shares for any proposal on the election of directors. The Company recorded a special dividend and valued the Series AA Super Voting Preferred Stock at $25,000 as of December 31, 2016. Common Stock During the year ended December 31, 2016, holders of Convertible Debentures with a face value of $169,486 converted their debentures and accrued interest into 452,424,015 shares of restricted common stock. In addition, associated with these debentures, the Company paid $24,189 in accrued interest, reduced debt discount by $167,217, reduced debt issuance costs by $11,672, reduced derivative liability by $1,232,152 and recorded a gain on extinguishment of debt of $504,002. During the year ended December 31, 2015, holders of Convertible Debentures with a face value of $437,355 converted their debentures and accrued interest into 236,691,930 shares of restricted common stock. In addition, associated with these debentures, the Company paid $68,150 in accrued interest, reduced debt discount by $84,192, reduced debt issuance costs by $89,041, reduced derivative liability by $637,874 and recorded a gain on extinguishment of debt of $260,564. In June 2015, an affiliate of the Company exercised a stock option with an exercise price of $0.01 per share for 200,000 shares of common stock. Convertible Debentures During 2016, the Company entered into subscription agreements with accredited investors to purchase an aggregate principal amount of $300,000 of Convertible Debentures and $1,100,000 of Secured Convertible Debentures initially convertible into shares of common stock at a conversion price of $0.01, together with five-year warrants on the Convertible Debentures to purchase approximately 15,000,000 common shares at an exercise price equal to $0.02 per share. During 2015, the Company entered into subscription agreements with accredited investors to purchase an aggregate principal amount of $2,165,514 of Convertible Debentures with fixed conversion prices initially convertible into shares of common stock at a conversion prices ranging from $0.03 to $0.045, together with five-year warrants to purchase approximately 22,904,788 common shares at an exercise prices ranging from $0.06 to $0.09 per share. Stock Options As of December 31, 2016, the Company had one stock-based employee compensation plan under which it makes grants, the 2011 Equity Incentive Plan (the “EIP”) which has been approved by our shareholders in August 2014. The EIP provides for the grant of incentive stock options (“ISOs”), nonqualified stock options (“NQSOs”) and restricted stock awards to full-time employees (who may also be directors) and NQSOs and restricted stock awards to non-employee directors, consultants, customers, vendors or providers of services. The exercise price of any ISO may not be less than the fair market value of the common stock on the date of grant and the term shall not exceed ten years. At December 31, 2016, the Company had outstanding options to purchase up to 34,168,800 shares of common stock under the EIP and the Company’s prior Amended 2001 Stock Plan representing approximately 4% of the Company’s outstanding shares (25,392,839 of which were exercisable). Awards under the Company’s EIP generally vest over four years. A summary of the status of the options granted under the Company’s 2011 EIP at December 31, 2016 and 2015, and changes during the years then ended is presented below: Outstanding Options Options Weighted Average Weighted Weighted Remaining Average Exercise Average Fair Contractual Terms in Shares Price Value Years Outstanding, December 31, 2014 34,293,800 $ 0.02 8.99 Granted 5,900,002 $ 0.01 $ 0.01 Cancelled (5,825,002 ) $ 0.02 Exercised (200,000 ) $ 0.01 Outstanding, December 31, 2015 34,168,800 $ 0.02 8.03 Granted - $ 0.00 Cancelled - $ 0.00 Exercised - $ 0.00 Outstanding, December 31, 2016 34,168,800 $ 0.02 7.03 Exercisable, December 31, 2016 25,392,839 $ 0.02 7.03 Exercisable, December 31, 2015 20,061,168 $ 0.02 8.04 There was no intrinsic value of the options outstanding under the EIP at December 31, 2016 and 2015. A summary of the status of the options outstanding under the EIP at December 31, 2016, is presented in the table below: Outstanding Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life Price Exercisable Price Options $ 0.01 1,200,000 8.10 $ 0.01 1,200,000 $ 0.01 $ 0.02 32,568,800 7.02 $ 0.02 23,792,839 $ 0.02 $ 0.06 200,000 4.85 $ 0.06 200,000 $ 0.06 $ 0.15 200,000 3.96 $ 0.15 200,000 $ 0.15 34,168,800 7.03 $ 0.02 25,392,839 $ 0.02 There was one stock option exercised for 200,000 common shares during the year ended December 31, 2015. At December 31, 2016, total unrecognized estimated employee and director compensation cost related to stock options granted is $173,324, which is expected to be recognized over the next two to three years. Warrants During the year ended December 31, 2016, in conjunction with the sale of Convertible Debentures, the Company issued five-year common stock purchase warrants to acquire approximately 15,000,000 shares to holders of the Debentures with an exercise price of $0.02 per share. In March 2016, the Company issued a three-year common stock purchase warrant exercisable into up to 1,000,000 shares of common stock with an exercise price of $0.04 and in November 2016, the Company issued two five-year common stock purchase warrants exercisable into up to 888,889 shares of common stock with an exercise price ranging from $0.06 to $0.09 for services provided by consultants. The value of these warrants was recorded as non-cash expense in an amount of $3,546 using the Black Sholes Option pricing method. During the year ended December 31, 2015, in conjunction with the sale of Convertible Debentures and Notes, the Company issued five-year common stock purchase warrants with an exercise prices ranging from $0.06 to $0.09 per share to acquire up to 22,904,789 shares to holders of the Debentures. A summary of the status of the warrants granted under various agreements at December 31, 2016 and 2015, and changes during the years then ended is presented below: Warrants Weighted Weighted Average Average Exercise Fair Shares Price Value Outstanding, December 31, 2014 103,430,075 $ 0.11 Granted 22,904,789 $ 0.08 $ 0.01 Expired (9,459,694 ) $ 0.31 Exercised - Outstanding, December 31, 2015 116,875,170 $ 0.08 Granted 16,888,889 $ 0.02 $ 0.003 Expired (1,485,838 ) $ 0.08 Exercised - $ - Outstanding, December 31, 2016 132,278,221 $ 0.08 Exercisable, December 31, 2016 132,278,221 $ 0.08 Exercisable, December 31, 2015 116,875,170 $ 0.08 A summary of the status of the warrants outstanding at December 31, 2016 are presented in the table below: Outstanding Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life Price Exercisable Price Warrants $ 0.02-.0.04 16,000,000 4.04 $ 0.0213 16,000,000 $ 0.0213 $ 0.06 7,842,602 3.71 $ 0.06 7,842,602 $ 0.06 $ 0.0745 39,333,935 0.52 $ 0.0745 39,333,935 $ 0.0745 $ 0.09 64,879,085 2.57 $ 0.09 64,879,085 $ 0.09 $ 0.1287 4,222,599 0.95 $ 0.1287 4,222,599 $ 0.1287 132,278,221 2.15 $ 0.08 132,278,221 $ 0.08 The fair value of options and warrants granted were estimated at the date of grant using a Black-Scholes Model which includes several variables including expected life, risk free interest rate, expected stock price volatility, stock option exercise patterns and expected dividend yield. The Company also must estimate forfeitures for employee stock options. These models and assumptions are complex and may change future expenses by increasing or decreasing stock-based compensation expense. Management used the following assumptions to value stock options and warrants granted during the years ended December 31, 2016 and 2015: Year Ended December 31, 2016 2015 Expected term of options or warrants 3 years to 5 years 5 years Exercise price $0.02 to $0.09 $ 0.01 Expected volatility 241% to 279% 210 % Expected dividends None None Risk-free interest rate 1.04% to 1.49% 1.48 % Forfeitures None None In addition to the above, management estimated the forfeitures on employee options under the Option Plan would have negligible effects because such forfeitures would be a very small percentage. Management believes that options granted have been to a group of individuals that have a high desire to see the Company succeed and have aligned themselves to that end. The expected lives us d in the calculations were selected by management based on past experience, forward looking profit forecasts and estimates of what the trading price of the Company’s stock might be at different future dates. Risk-free interest rates used are the five-year U.S. Treasury rate as published for the applicable measurement dates. Volatility is a calculation based on fluctuations in the Company’s stock price over a historical time period consistent with the estimated life of the option. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 12: Fair Value Measurements Accounting guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business. The Company’s balance sheet contains derivative and warrant liabilities that are recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows: Level 1: uses quoted market prices in active markets for identical assets or liabilities. Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: uses unobservable inputs that are not corroborated by market data. The fair value of the Company’s recorded derivative and warrant liabilities is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A modified Black Scholes option valuation model was used to determine the fair value with similar assumptions to those described under “Stock-Based Compensation”. The Company records derivative and warrant liabilities on the consolidated balance sheets at fair value with changes in fair value recorded in the consolidated statements of operations. The following table presents the balances of liabilities measured at fair value on a recurring basis by level as of December 31, 2016 and 2015: Fair Value Measurements at December 31, 2016 Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 679,036 $ 679,036 Warrant liability - - 82,436 82,436 Commitment in excess of authorized stock - - 58,456 58,456 Total $ - $ - $ 819,928 $ 819,928 Fair Value Measurements at December 31, 2015 Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 517,151 $ 517,151 Warrant liability - - 38,742 38,742 Total - - 64,428 64,428 $ - $ - $ 620,321 $ 620,321 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 13: Loss Per Share Basic and diluted loss per share are the same for the fiscal years ended December 31, 2016 and 2015, since any additional common stock equivalents would be antidilutive. Potentially dilutive shares of common stock that have been excluded from the calculation of the weighted average number of dilutive common shares for the years ended December 31, 2016 and 2015 are as follows: Year Ended December 31, 2016 2015 Preferred Stock 3,085,000 3,085,000 Convertible debentures 544,971,248 603,338,377 Options 34,168,800 34,168,800 Warrants 132,278,221 116,875,170 Total 714,503,269 757,467,347 The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2016 and 2015: Year Ended December 31, 2016 2015 Numerator: Net loss for basic earnings per share $ (4,466,567 ) $ (3,634,868 ) Net loss for diluted earnings per share $ (4,466,567 ) $ (3,634,868 ) Denominator: Weighted average basic shares outstanding 697,694,480 216,335,085 Denominator for diluted earnings per share-adjusted weighted average shares 697,694,480 216,335,085 Loss per share Basic $ (0.01 ) $ (0.02 ) Diluted $ (0.01 ) $ (0.02 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14: Subsequent Events Secured Convertible Debentures From January 2017 through March 2017, the Company sold for cash Secured Convertible Debentures (the “Debentures”) to one accredited investor for aggregate consideration of $150,000. The Debenture matures in three years, carries a fixed conversion price of $0.01, an annual interest rate of 8%. The secured interest is on all of the assets of the Company and is shared equally with a previous secured party. Variable Rate Convertible Debentures From January 2017 through March 2017, holders of Variable Rate Convertible Debentures with face values of $87,751 converted their debentures and accrued interest into 529,648,837 shares of common stock. The same investors purchased $175,000 of previously issued and outstanding Unsecured Convertible Debentures for an exchange amount of $188,737 which included accrued and unpaid interest in an amount of $13,767. In addition, in February 2017, the Company entered into a variable rate note accumulating $70,000 that can be repaid for a premium ranging from 35% to 50% if paid within 90-180 days. If paid subsequent to 180 days, the notes are convertible into common stock at a discount to the market price. Increase in Authorized Shares On February 13, 2017, the increase in authorized capital stock from 1,250,000,000 shares to 2,000,000,000 shares became effective. The increase in authorized shares has been reflected on the Company’s Balance Sheet as of December 31, 2016. Subsequent events have been evaluated through the date financial statements are filed with the Securities and Exchange Commission. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The accompanying consolidated financial statements include the accounts of SpectraScience, Inc. and its wholly-owned subsidiaries Luma Imaging Corp., SpectraScience International, Inc. and SpectraScience (UK) Ltd. All significant intercompany balances and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain reclassifications have been made to the 2015 financial statements in order for them to conform to the 2016 presentation. Such reclassifications have no impact on the Company’s financial position or results of operations. |
Use of Estimates | Use of Estimates The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosures made in the accompanying notes to the financial statements. Significant estimates made by management include, among others, realization of long-lived assets including intangible assets, assumptions used to value stock options, assumptions used to value the common stock issued and assumptions related to the determination of the fair value of the derivative components associated with the Company’s convertible debentures. Actual results could differ from those estimates. |
Accounts Receivable | Accounts Receivable Receivables are carried at original invoice amount less payment received and an estimate is made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Receivables are generally considered past due 30 days after the payment date as specified on the invoice. We determine the allowance for doubtful accounts by regularly evaluating individual receivables and considering a creditor’s financial condition, credit history and current economic conditions. Receivables are written off when deemed uncollectible. Recoveries of previously written off receivables previously written off are recorded when received. |
Inventory | Inventory We state our inventory at the lower of cost (using the first-in, first-out method) or market value, determined on an average cost basis. We provide inventory allowances when conditions indicate that the selling price could be less than cost due to obsolescence and reductions in estimated future demand. We balance the need to maintain strategic inventory levels with the risk of obsolescence due to changing technology and customer demand levels. Unfavorable changes in market conditions may result in a need for inventory reserves that could adversely impact our gross margins. Conversely, favorable changes in demand could result in higher gross margins when we sell products. During the year ended December 31, 2014, the Company concentrated on clinical trials in Europe to validate the accuracy and cost effectiveness of the WavSTAT system. In anticipation of purchase orders on the completion of the trials, the Company had purchased inventory for approximately 30 consoles which will be used to fulfill initial orders expected from the United Kingdom and Germany. Due to the delayed commercialization of the WavSTAT, the Company established an inventory obsolescence reserve as of December 31, 2016. |
Property and Equipment | Property and Equipment The Company’s long-lived assets consist of property and equipment and intangible assets. Equipment is carried at cost and is depreciated over the estimated useful lives of the assets, which are generally two to three years, and leasehold improvements are amortized over the lesser of the lease term or the estimated useful lives of the improvements. The straight-line method is used for depreciation and amortization. Intangible assets consist of patents, which are amortized using the straight-line method over the estimated useful lives of the patents. The Company does not capitalize external legal costs and filing fees associated with obtaining patents on its new discoveries. Acquired intellectual property is recorded at cost and is amortized over its estimated useful life. The Company believes the useful lives assigned to these assets are reasonable. The Company assesses the recoverability of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These computations utilize judgments and assumptions inherent in management’s estimate of future cash flows to determine recoverability of these assets. If management’s assumptions about these assets were to change as a result of events or circumstances, the Company may be required to record an impairment loss. |
Patents | Patents The Company accounts for acquired intangible assets under FASB ASC Topic 350 Goodwill and Other Intangibles –General Intangibles Other than Goodwill |
Convertible Debentures/warrants | Convertible Debentures/Warrants For Convertible Debentures issued previous to March 31, 2013 containing exchange features, we account for the Convertible Debentures, associated warrants and conversion features under the provisions of FASB Topic 815, Debt, or ASC 815, which requires the measurement and recognition of the fair values for all components related to the Convertible Debentures at the end of each reporting period. We estimate the fair value of the contingent beneficial conversion option, holders’ warrants and agent warrants at each measurement date using a combination of the Black-Scholes-Merton and modified Binomial Lattice option-pricing models. These standards require us to record the fair value of the Convertible Debentures and warrants at the time of issuance and to remeasure these values and record associated income statement expense or benefit at each reporting period. A more detailed description can be found in Note 8 to the financial statements. For Convertible Debentures issued subsequent to March 31, 2013 which did not contain exchange features, we account for the Convertible Debentures, associated warrants and conversion features under the provisions of ASC 470 which requires the valuation of the debt discount to be recognized on the date of issuance and the amount of debt discount to be amortized over the life of the Convertible Debenture. |
Variable Conversion Rate Debentures | Variable Conversion Rate Debentures Starting in 2015, the Company entered into convertible debentures with floating exercise prices discounted to market prices. As a result, a significant number of shares were either issued in 2015, 2016 or will be issued in subsequent periods at deeply discounted variable conversion prices. The downward pressure placed on the Company’s stock as a result of these conversions can be classified as “death spirals” since the investors have no incentive to maintain a stable stock price. The Company accounts for these debentures as derivative liabilities which means the debentures are revalued at the end of each period and gains and losses are recognized at the issuance of the debentures and on the conversion of the debentures. |
Over Commitment of Shares | Over Commitment of Shares Since the number of shares issuable under convertible debentures with floating exercise prices are undeterminable, the Company may be required to issue shares in excess of the number of shares authorized by its shareholders. As a result, when the Company determines that is does not have sufficient shares to meet the obligations of derivative unexercised debentures, warrants and options, the derivatives must be valued using the Black Scholes Option Pricing method and a liability is recorded as though the obligations would be settled using some means other than stock. |
Stock-based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation under the provisions of FASB ASC Topic 718, Compensation—Stock Compensation 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 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. 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Revenue from the sale of the Company’s products is generally recognized when title and risk of loss transfers to the customer, the terms of which are generally free-on-board shipping point. The Company uses customer purchase orders to determine the existence of an arrangement. The Company uses shipping documents and third-party proof of delivery to verify that title has transferred. The Company assesses whether the fee is fixed or determinable based upon the terms of the agreement associated with the transaction. To determine whether collection is probable, the Company assesses a number of factors, including past transaction history with the customer and the creditworthiness of the customer. |
Research and Development | Research and Development Research and development costs are expensed as incurred. There may be cases in the future where certain research and development costs such as software development costs are capitalized. For the years ended December 31, 2016 and 2015, research and development costs were approximately $637,000 and $719,000, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of the Company's cash, accounts receivable, accounts payable and accrued liabilities approximate their estimated fair values due to the short-term maturities of those financial instruments. |
Income Taxes | Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred income taxes. Deferred income taxes are recognized for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Deferred income taxes are also recognized for net operating loss carryforwards that are available to offset future taxable income and research and development credits. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. FASB Accounting Standards Codification Topic 740, Income Taxes Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at December 31, 2016 or 2015, and have not recognized interest and/or penalties in the consolidated statement of operations for the years ended December 31, 2016 or 2015. We are subject to taxation in the U.S. and the state of California. All of our tax years are subject to examination by the U.S. and California tax authorities due to the carry-forward of unutilized net operating losses. |
Earnings (loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period of computation. Diluted earnings (loss) per share is computed similarly to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and only if the additional common shares would be dilutive. (See Note 13) |
Accounts Receivables (Tables)
Accounts Receivables (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts Receivables Carried at The Expected Realizable Value | Accounts receivables are carried at the expected realizable value and consisted of the following at December 31, 2016 and 2015: December 31, 2016 2015 Accounts receivable - trade $ 950 $ 7,061 Allowance for doubtful accounts - - Accounts receivable, net $ 950 $ 7,061 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory is carried at the lower of average cost or market and consisted of the following at December 31, 2016 and 2015: December 31, 2016 2015 Raw materials $ 256,163 $ 216,704 Finished goods 30,868 45,183 287,031 261,887 Reserve for obsolescence (196,437 ) - 90,594 261,887 Less long-term portion - 150,000 $ 90,594 $ 111,887 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment, at Cost, Less Accumulated Depreciation | The following is a summary of equipment, at cost, less accumulated depreciation at December 31, 2016 and 2015: December 31, 2016 2015 Computers and office fixtures $ 50,342 $ 50,342 Machinery and equipment 428,650 428,650 478,992 478,992 Less accumulated depreciation 478,992 478,676 $ - $ 316 |
Patents (Tables)
Patents (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Patents Less Accumulated Amortization | The following is a summary of patents less accumulated amortization at December 31, 2016 and 2015: December 31, 2016 2015 Patents $ 2,980,033 $ 2,980,033 Less accumulated amortization 1,955,509 1,794,561 $ 1,024,524 $ 1,185,472 |
Schedule of Estimated Future Amortization Expense | The estimated future amortization expense related to patents as of December 31, 2016 is as follows: Year Ended December 31. Amount 2017 $ 159,347 2018 148,649 2019 135,775 2020 132,962 2021 119,845 Thereafter 327,946 Total $ 1,024,524 |
Liabilities (Tables)
Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Liabilities [Abstract] | |
Schedule of Balance of Debentures | As of December 31, 2016 and 2015, the balances of the Debentures are as follows: December 31,2016 December 31,2015 Balance at beginning of period $ 6,174,760 $ 4,496,602 Issuance of debentures for cash 320,000 1,970,250 Issuance of debentures for services 15,000 - Original issue discount - 145,263 Issuance of debentures for forbearance 65,282 - Debentures converted to common stock (291,754 ) (437,355 ) Debentures exchanged for new debentures 132,017 - Convertible debt 6,415,305 6,174,760 Less unamortized costs of financing 203,444 430,156 Convertible debt, net of unamortized costs $ 6,211,861 $ 5,744,604 Convertible debt in default $ 5,991,570 $ 4,313,199 |
Schedule of Future Minimum Payments on Notes Payable, Secured Convertible Debt and Convertible Debt | Future minimum payments on the notes payable, secured convertible debt and convertible debt are as follows: Twelve months ending, December 31, 2017 $ 6,588,287 December 31, 2018 - December 31, 2019 1,100,000 Thereafter - $ 7,688,287 |
Schedule of Balances of Derivative Liability | As of December 31, 2016 and 2015, the balances of the Derivative Liability are as follows: Commitment Warrant Derivative In Excess of Total Liability Liability Authorized Stock Liability Balance December 31, 2014 $ 764,958 $ 296,881 $ - $ 1,061,839 Liability on issuance of debt and warrants - 1,306,372 - 1,306,372 Elimination of liability on conversion - (637,874 ) - (637,874 ) Change in estimated fair value (1) (704,538 ) (469,906 ) - (1,174,444 ) Over commitment of stock - - 64,428 64,428 Balance December 31, 2015 $ 60,420 $ 495,473 $ 64,428 $ 620,321 Liability on issuance of debt and warrants 44,394 697,256 - 741,650 Elimination of liability on conversion - (1,232,151 ) - (1,232,151 ) Change in estimated fair value (1) (22,378 ) 718,458 - 696,080 Overcommitment of stock - - (5,972 ) (5,972 ) Balance December 31, 2016 $ 82,436 $ 679,036 $ 58,456 $ 819,928 |
Schedule of Inputs to Value the Derivative and Warrant Liabilities | Management used the following inputs to value the Derivative and Warrant Liabilities for the year ended December 31, 2016: 12/31/2016 12/31/2015 Derivative Liability Warrant Liability Derivative Liability Warrant Liability Expected term 6 months to 2 years 5 years 6 months - 1 year 5 years Exercise price $0.00025 - $0.099 $0.02 - $0.1287 $0.0005 - $0.099 $0.075 - $0.1287 Expected volatility 217% to 334% 242% to 283% 286% to 448% 210% to 277% Expected dividends None None None None Risk-free interest rate 0.37% to 1.05% 1.14% to 1.93% 0.26% to 0.65% 1.32% to 1.76% Forfeitures None None None None |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Deferred Tax Assets | The significant components of deferred tax assets as of December 31, 2016 and 2015 are shown below. A valuation allowance has been established to offset the deferred tax assets, as realization of such assets is uncertain. December 31, 2016 2015 Excess of financial accounting over tax depreciation $ 10,000 $ 20,000 State income tax benefits 1,903,000 1,971,000 Net operating loss carryforward 14,730,000 13,766,000 Derivative liability expense 2,460,000 1,843,000 Research and development credit carryforwards 711,000 663,000 Obsolete inventory reserve 78,000 - Patent amortization (408,000 ) (472,000 ) Vacation accrual 9,000 9,000 Valuation reserve (19,493,000 ) (17,800,000 ) Net deferred tax asset $ - $ - |
Schedule of Reconciles the Tax Provision | The following reconciles the tax provision with the expected provision obtained by applying statutory rates to pretax income: December 31, 2016 2015 Federal income tax benefit computed at the Federal statutory rate $ (1,519,000 ) $ (1,236,000 ) Net operating loss 965,000 1,080,000 Timing differences 641,000 291,000 Permanent differences (104,000 ) (27,000 ) Research and development credit 16,000 19,000 Other 1,000 (127,000 ) Income tax benefit $ - $ - |
Schedule of Components of Federal Income Tax Benefit from Continuing Operations | The components of federal income tax benefit from continuing operations consisted of the following for the year ended: December 31, 2016 2015 Current income tax expense (benefit): Federal $ - $ - State - - Net current tax expense (benefit) $ - $ - Deferred tax expense (benefit) resulted from: Difference between financial and tax depreciation $ 10,000 $ 12,000 State income tax benefits 68,000 121,000 Net operating loss (965,000 ) (1,080,000 ) Research and development credits (47,000 ) (57,000 ) Obsolete inventory reserve (78,000 ) - Amortization of patents (64,000 ) (64,000 ) Derivative liability recognition (617,000 ) (293,000 ) Vacation accrual - 1,000 Warranty expense - 5,000 Valuation reserve 1,693,000 1,355,000 Net deferred tax benefit $ - $ - $ - $ - |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following is a schedule of minimum annual rental payments for the next five years: Years ending December 31, 2017 $ 63,282 2018 21,727 Thereafter - Total minimum lease payments $ 85,009 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Options Granted Under EIP | A summary of the status of the options granted under the Company’s 2011 EIP at December 31, 2016 and 2015, and changes during the years then ended is presented below: Outstanding Options Options Weighted Average Weighted Weighted Remaining Average Exercise Average Fair Contractual Terms in Shares Price Value Years Outstanding, December 31, 2014 34,293,800 $ 0.02 8.99 Granted 5,900,002 $ 0.01 $ 0.01 Cancelled (5,825,002 ) $ 0.02 Exercised (200,000 ) $ 0.01 Outstanding, December 31, 2015 34,168,800 $ 0.02 8.03 Granted - $ 0.00 Cancelled - $ 0.00 Exercised - $ 0.00 Outstanding, December 31, 2016 34,168,800 $ 0.02 7.03 Exercisable, December 31, 2016 25,392,839 $ 0.02 7.03 Exercisable, December 31, 2015 20,061,168 $ 0.02 8.04 |
Schedule of Options Outstanding Under the EIP | A summary of the status of the options outstanding under the EIP at December 31, 2016, is presented in the table below: Outstanding Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life Price Exercisable Price Options $ 0.01 1,200,000 8.10 $ 0.01 1,200,000 $ 0.01 $ 0.02 32,568,800 7.02 $ 0.02 23,792,839 $ 0.02 $ 0.06 200,000 4.85 $ 0.06 200,000 $ 0.06 $ 0.15 200,000 3.96 $ 0.15 200,000 $ 0.15 34,168,800 7.03 $ 0.02 25,392,839 $ 0.02 |
Schedule of Warrants Granted Under Various Agreements | A summary of the status of the warrants granted under various agreements at December 31, 2016 and 2015, and changes during the years then ended is presented below: Warrants Weighted Weighted Average Average Exercise Fair Shares Price Value Outstanding, December 31, 2014 103,430,075 $ 0.11 Granted 22,904,789 $ 0.08 $ 0.01 Expired (9,459,694 ) $ 0.31 Exercised - Outstanding, December 31, 2015 116,875,170 $ 0.08 Granted 16,888,889 $ 0.02 $ 0.003 Expired (1,485,838 ) $ 0.08 Exercised - $ - Outstanding, December 31, 2016 132,278,221 $ 0.08 Exercisable, December 31, 2016 132,278,221 $ 0.08 Exercisable, December 31, 2015 116,875,170 $ 0.08 |
Schedule of Warrants Outstanding | A summary of the status of the warrants outstanding at December 31, 2016 are presented in the table below: Outstanding Exercisable Weighted Average Weighted Weighted Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life Price Exercisable Price Warrants $ 0.02-.0.04 16,000,000 4.04 $ 0.0213 16,000,000 $ 0.0213 $ 0.06 7,842,602 3.71 $ 0.06 7,842,602 $ 0.06 $ 0.0745 39,333,935 0.52 $ 0.0745 39,333,935 $ 0.0745 $ 0.09 64,879,085 2.57 $ 0.09 64,879,085 $ 0.09 $ 0.1287 4,222,599 0.95 $ 0.1287 4,222,599 $ 0.1287 132,278,221 2.15 $ 0.08 132,278,221 $ 0.08 |
Schedule of Weighted Average Assumptions to Value Stock Options and Warrants | Management used the following assumptions to value stock options and warrants granted during the years ended December 31, 2016 and 2015: Year Ended December 31, 2016 2015 Expected term of options or warrants 3 years to 5 years 5 years Exercise price $0.02 to $0.09 $ 0.01 Expected volatility 241% to 279% 210 % Expected dividends None None Risk-free interest rate 1.04% to 1.49% 1.48 % Forfeitures None None |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Balances of Liabilities Measured at Fair Value on Recurring Basis | The following table presents the balances of liabilities measured at fair value on a recurring basis by level as of December 31, 2016 and 2015: Fair Value Measurements at December 31, 2016 Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 679,036 $ 679,036 Warrant liability - - 82,436 82,436 Commitment in excess of authorized stock - - 58,456 58,456 Total $ - $ - $ 819,928 $ 819,928 Fair Value Measurements at December 31, 2015 Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs Inputs (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 517,151 $ 517,151 Warrant liability - - 38,742 38,742 Total - - 64,428 64,428 $ - $ - $ 620,321 $ 620,321 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Dilutive Common Shares | Potentially dilutive shares of common stock that have been excluded from the calculation of the weighted average number of dilutive common shares for the years ended December 31, 2016 and 2015 are as follows: Year Ended December 31, 2016 2015 Preferred Stock 3,085,000 3,085,000 Convertible debentures 544,971,248 603,338,377 Options 34,168,800 34,168,800 Warrants 132,278,221 116,875,170 Total 714,503,269 757,467,347 |
Schedule of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2016 and 2015: Year Ended December 31, 2016 2015 Numerator: Net loss for basic earnings per share $ (4,466,567 ) $ (3,634,868 ) Net loss for diluted earnings per share $ (4,466,567 ) $ (3,634,868 ) Denominator: Weighted average basic shares outstanding 697,694,480 216,335,085 Denominator for diluted earnings per share-adjusted weighted average shares 697,694,480 216,335,085 Loss per share Basic $ (0.01 ) $ (0.02 ) Diluted $ (0.01 ) $ (0.02 ) |
Going Concern (Details Narrativ
Going Concern (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2016USD ($)IndividualInvestors | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Working capital deficit | $ 10,439,697 | $ 8,324,600 | |
Cash | 3,550 | 127,493 | $ 223,529 |
Maximum capital raising | 2,000 | ||
Convertible debentures face amount | 5,991,570 | $ 4,313,199 | |
Convertible Debentures [Member] | |||
Convertible debentures face amount | $ 5,991,570 | ||
Number of individual default | IndividualInvestors | 78 | ||
Investor [Member] | |||
Convertible debentures face amount | $ 5,849,552 | ||
Engagement Agreement [Member] | Laidlaw & Company (UK) Ltd [Member] | |||
Maximum capital raising | $ 1,455,000 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Significant Accounting Policies [Line Items] | ||
Research and development costs | $ 636,622 | $ 719,210 |
Equipment [Member] | Minimum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful life | 2 years | |
Equipment [Member] | Maximum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful life | 3 years | |
Wavstat System Patents [Member] | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful life, intangible assets | 13 years | |
Luma Patents [Member] | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful life, intangible assets | 15 years |
Accounts Receivables (Details N
Accounts Receivables (Details Narrative) - Customers | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Sales Revenue, Net [Member] | ||
Number of customer | 2 | |
Accounts Receivable [Member] | ||
Number of customer | 1 | |
Customer One [Member] | Sales Revenue, Net [Member] | ||
Percentage of concentration risk | 82.00% | 100.00% |
Customer One [Member] | Accounts Receivable [Member] | ||
Percentage of concentration risk | 100.00% | 100.00% |
Customer Two [Member] | Sales Revenue, Net [Member] | ||
Percentage of concentration risk | 18.00% |
Accounts Receivables - Schedule
Accounts Receivables - Schedule of Accounts Receivables Carried at The Expected Realizable Value (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Receivables [Abstract] | ||
Accounts receivable - trade | $ 950 | $ 7,061 |
Allowance for doubtful accounts | ||
Accounts receivable, net | $ 950 | $ 7,061 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 256,163 | $ 216,704 |
Finished goods | 30,868 | 45,183 |
Inventory, gross | 287,031 | 261,887 |
Reserve for obsolescence | (196,437) | |
Inventories current and non current | 90,594 | 261,887 |
Less long-term portion | 150,000 | |
Inventories | $ 90,594 | $ 111,887 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 316 | $ 3,350 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Equipment, at Cost, Less Accumulated Depreciation (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Gross | $ 478,992 | $ 478,992 |
Less accumulated depreciation | 478,992 | 478,676 |
Net | 316 | |
Computers and Office Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross | 50,342 | 50,342 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross | $ 428,650 | $ 428,650 |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 160,948 | $ 162,422 |
Patents - Schedule of Patents L
Patents - Schedule of Patents Less Accumulated Amortization (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 2,980,033 | $ 2,980,033 |
Less accumulated amortization | 1,955,509 | 1,794,561 |
Intangible assets, net (excluding goodwill) | $ 1,024,524 | $ 1,185,472 |
Patents - Schedule of Estimated
Patents - Schedule of Estimated Future Amortization Expense (Details) | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 159,347 |
2,018 | 148,649 |
2,019 | 135,775 |
2,020 | 132,962 |
Thereafter | 447,791 |
Total | $ 1,024,524 |
Liabilities (Details Narrative)
Liabilities (Details Narrative) - USD ($) | Jul. 07, 2017 | Oct. 19, 2016 | Aug. 12, 2015 | Nov. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 145,263 | |||||
Accrued interest rate | 20.00% | |||||
Notes payable- related parties | $ 35,000 | |||||
Warrant valuation on issuance of convertible debt | $ 0 | $ 118,096 | ||||
Probability percentage | 60.00% | 60.00% | ||||
Litigation settlment amount | $ 521,100 | |||||
Loss contingency cover cost | $ 150,000 | |||||
Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Probability percentage | 2.50% | |||||
Secured Convertible Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Accrued interest rate | 8.00% | |||||
Proceeds from issuance of secured debt | $ 1,100,000 | |||||
Conversion price per share | $ 0.01 | |||||
Oakmore [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Conversion of debt into shares amount | $ 22,500 | |||||
10% promissory notes [Member] | Two Affiliates [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable- related parties | $ 35,000 | |||||
ConvertibleDebenturesMember | ||||||
Debt Instrument [Line Items] | ||||||
Warrant term | 5 years | |||||
Debentures outstanding | $ 6,127,082 | |||||
ConvertibleDebenturesMember | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Exercise price per share | $ 0.0745 | |||||
Accrued interest rate | 10.00% | |||||
Percent original issue discount | 5.00% | |||||
Conversion price per share | $ 0.01 | |||||
Convertible debentures exercise price | 0.02 | |||||
ConvertibleDebenturesMember | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Exercise price per share | $ 0.1287 | |||||
Accrued interest rate | 20.00% | |||||
Percent original issue discount | 10.00% | |||||
Conversion price per share | $ 0.099 | |||||
Convertible debentures exercise price | $ 0.1287 | |||||
Variable Debentures [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debentures outstanding | $ 288,223 | |||||
Variable Debentures [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Accrued interest rate | 0.00% | |||||
Percent original issue discount | 0.00% | |||||
Variable issue discount rate | 40.00% | |||||
Debt payment term | 9 months | |||||
Debt subsequent issuance premiums | 0.00% | |||||
Variable Debentures [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Accrued interest rate | 10.00% | |||||
Percent original issue discount | 10.00% | |||||
Variable issue discount rate | 50.00% | |||||
Debt payment term | 1 year | |||||
Debt subsequent issuance premiums | 50.00% | |||||
Derivative Financial Instruments, Liabilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares issued upon conversion | 358,000,000 | 386,000,000 | ||||
Unsecured Note Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 100,000 | |||||
Warrant term | 5 years | |||||
Exercise price per share | $ 0.09 | |||||
Number of stock issued during period for debt offering costs | 50,000 | |||||
Remaining balance of notes payable | $ 115,000 | |||||
Increased principal balance note payable | $ 137,982 | |||||
Accrued interest rate | 20.00% | |||||
Warrants valued | $ 1,659 | |||||
Number of shares issued upon conversion | 50,000 | |||||
Unsecured Note Payable [Member] | August 31, 2015 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of debt | $ 53,000 | |||||
Unsecured Note Payable [Member] | September 1 and September 30, 2015 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of debt | 58,000 | |||||
Unsecured Note Payable [Member] | September 2015 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of debt | $ 58,000 | |||||
Six-month Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Accrued interest rate | 10.00% | |||||
Existing Note Holders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Probability percentage | 2.50% | |||||
Existing Note Holders [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Probability percentage | 15.00% | 15.00% | ||||
Existing Note Holders [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Probability percentage | 56.00% | 56.00% |
Liabilities - Schedule of Balan
Liabilities - Schedule of Balance of Debentures (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Liabilities [Abstract] | ||
Balance at beginning of period | $ 6,174,760 | $ 4,496,602 |
Issuance of debentures for cash | 320,000 | 1,970,250 |
Issuance of debentures for sevices | 15,000 | |
Original issue discount | 145,263 | |
Issuance of debentures for forbearance | 65,282 | |
Debentures converted to common stock | (291,754) | (437,355) |
Debenture exchanged for new debentures | 132,017 | |
Convertible debt | 6,415,305 | 6,174,760 |
Less unamortized costs of financing | 203,444 | 430,156 |
Convertible debt, net of unamortized costs | 6,211,861 | 5,744,604 |
Convertible debt in default | $ 5,991,570 | $ 4,313,199 |
Liabilities - Schedule of Futur
Liabilities - Schedule of Future Minimum Payments on Notes Payable, Secured Convertible Debt and Convertible Debt (Details) | Dec. 31, 2016USD ($) |
Liabilities [Abstract] | |
December 31, 2017 | $ 6,588,287 |
December 31, 2018 | |
December 31, 2019 | 1,100,000 |
Thereafter | |
Total | $ 7,688,287 |
Liabilities - Schedule of Bal45
Liabilities - Schedule of Balances of Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Balance at beginning | $ 620,321 | $ 1,061,839 |
Liability on issuance of debt and warrants | 741,650 | 1,306,372 |
Change in fair value at year end | 696,080 | (1,174,444) |
Elimination of liability on conversion | (1,232,151) | (637,874) |
Over commitment of stock | (5,972) | 64,428 |
Balance at ending | 819,928 | 620,321 |
Warrant [Member] | ||
Debt Instrument [Line Items] | ||
Balance at beginning | 60,420 | 764,958 |
Liability on issuance of debt and warrants | 44,394 | |
Change in fair value at year end | (22,378) | (704,538) |
Elimination of liability on conversion | ||
Over commitment of stock | ||
Balance at ending | 82,436 | 60,420 |
Conversion Feature [Member] | ||
Debt Instrument [Line Items] | ||
Balance at beginning | 495,473 | 296,881 |
Liability on issuance of debt and warrants | 697,256 | 1,306,372 |
Change in fair value at year end | 718,458 | (469,906) |
Elimination of liability on conversion | (1,232,151) | (637,874) |
Over commitment of stock | ||
Balance at ending | 679,036 | 495,473 |
Commitment In Excess of Authorized Stock [Member] | ||
Debt Instrument [Line Items] | ||
Balance at beginning | 64,428 | |
Liability on issuance of debt and warrants | ||
Change in fair value at year end | ||
Elimination of liability on conversion | ||
Over commitment of stock | (5,972) | 64,428 |
Balance at ending | $ 58,456 | $ 64,428 |
Liabilities - Schedule of Input
Liabilities - Schedule of Inputs to Value the Derivative and Warrant Liabilities (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Financial Instruments, Liabilities [Member] | ||
Expected dividends | ||
Forfeitures | ||
Derivative Financial Instruments, Liabilities [Member] | Minimum [Member] | ||
Expected term | 6 months | 6 months |
Exercise price | $ 0.00025 | $ 0.0005 |
Expected volatility | 217.00% | 286.00% |
Risk-free interest rate | 0.37% | 0.26% |
Derivative Financial Instruments, Liabilities [Member] | Maximum [Member] | ||
Expected term | 2 years | 1 year |
Exercise price | $ 0.099 | $ 0.099 |
Expected volatility | 334.00% | 448.00% |
Risk-free interest rate | 1.05% | 0.65% |
Warrant liability [Member] | ||
Expected term | 5 years | 5 years |
Expected dividends | ||
Forfeitures | ||
Warrant liability [Member] | Minimum [Member] | ||
Exercise price | $ 0.02 | $ 0.075 |
Expected volatility | 242.00% | 210.00% |
Risk-free interest rate | 1.14% | 1.32% |
Warrant liability [Member] | Maximum [Member] | ||
Exercise price | $ 0.1287 | $ 0.1287 |
Expected volatility | 283.00% | 277.00% |
Risk-free interest rate | 1.93% | 1.76% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal operating loss carryforwards | $ 43,324,000 |
Federal operating loss carryforwards, expiration year | 2018 through 2036 |
Research and development tax credits | $ 648,000 |
Research and development tax credits, expiration year | 2018 through 2036 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Excess of financial accounting over tax depreciation | $ 10,000 | $ 20,000 |
State income tax benefits | 1,903,000 | 1,971,000 |
Net operating loss carryforward | 14,730,000 | 13,766,000 |
Derivative liability expense | 2,460,000 | 1,843,000 |
Research and development credit carryforwards | 711,000 | 663,000 |
Obsolete inventory reserve | 78,000 | |
Patent amortization | (408,000) | (472,000) |
Vacation accrual | 9,000 | 9,000 |
Valuation reserve | (19,493,000) | (17,800,000) |
Net deferred tax asset |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciles the Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit computed at the Federal statutory rate | $ (1,519,000) | $ (1,236,000) |
Net operating loss | 965,000 | 1,080,000 |
Timing differences | 641,000 | 291,000 |
Permanent differences | (104,000) | (27,000) |
Research and development credit | 16,000 | 19,000 |
Other | 1,000 | (127,000) |
Income tax benefit |
Income Taxes - Schedule of Co50
Income Taxes - Schedule of Components of Federal Income Tax Benefit from Continuing Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | ||
Net current tax expense (benefit) | ||
Difference between financial and tax depreciation | 10,000 | 12,000 |
State income tax benefits | 68,000 | 121,000 |
Net operating loss | (965,000) | (1,080,000) |
Research and development credits | (47,000) | (57,000) |
Amortization of patents | (64,000) | (64,000) |
Derivative liability recognition | (617,000) | (293,000) |
Vacation accrual | 1,000 | |
Warranty expense | 5,000 | |
Valuation reserve | 1,693,000 | 1,355,000 |
Net deferred tax benefit | ||
Income tax benefit |
Lease Obligations (Details Narr
Lease Obligations (Details Narrative) | 12 Months Ended | |
Dec. 31, 2016USD ($)ft² | Dec. 31, 2015USD ($) | |
Area of land | ft² | 5,080 | |
Monthly facility costs | $ 1,500 | |
Rent expense | 79,950 | $ 76,520 |
2017 [Member] | ||
Rent expense | 5,120 | |
2018 [Member] | ||
Rent expense | $ 5,432 |
Lease Obligations - Schedule of
Lease Obligations - Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Dec. 31, 2016USD ($) |
Leases [Abstract] | |
2,017 | $ 63,282 |
2,018 | 21,727 |
Thereafter | |
Total minimum lease payments | $ 85,009 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 15, 2016 | Dec. 31, 2014 | |
Common stock, par value | $ 0.01 | $ 0.01 | |||||
Exercise price | $ 0.01 | ||||||
Debt face amount | $ 145,263 | ||||||
Debt discount | (167,217) | (84,192) | |||||
Debt issuance costs | (13,504) | (8,041) | |||||
Derivative liability | 1,232,152 | 637,874 | |||||
Gain on extinguishment of debt | 469,659 | 260,564 | |||||
Value of shares issued upon services | $ (1,200) | ||||||
Series B Convertible Preferred Stock [Member] | |||||||
Preferred stock, authorized | 2,585,000 | ||||||
Preferred stock, outstanding | 2,585,000 | ||||||
Preferred stock, liquidation preference (in dollars per share) | $ 0.20 | ||||||
Preferred stock, accumulated and unpaid dividends | $ 106,931 | $ 106,931 | |||||
Series C Convertible Preferred Stock [Member] | |||||||
Preferred stock, authorized | 500,000 | ||||||
Preferred stock, liquidation preference (in shares) | 500,000 | ||||||
Series AA Super Voting Preferred Stock [Member] | |||||||
Preferred stock, authorized | 3,000 | 0 | 3,000 | ||||
Preferred stock, outstanding | 3,000 | 0 | 0 | ||||
Common stock, par value | $ 0.001 | ||||||
Preferred stock, voting rights | Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one million (1,000,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. | ||||||
Preferred stock special dividend | $ 25,000 | ||||||
Convertible Debt [Member] | |||||||
Warrant term | 5 years | 3 years | 5 years | ||||
Non cash expenses warrants | 3,546 | ||||||
Maximum number of shares acquire to holders of debentures | 22,904,789 | ||||||
Convertible Debt [Member] | Restricted Common Stock [Member] | |||||||
Debt face amount | $ 169,486 | $ 437,355 | |||||
Number of shares issued upon conversion | 452,424,015 | 236,691,930 | |||||
Accrued interest | $ 24,189 | $ 68,150 | |||||
Debt discount | 167,217 | 84,192 | |||||
Debt issuance costs | 11,672 | 89,041 | |||||
Derivative liability | 1,232,152 | 637,874 | |||||
Gain on extinguishment of debt | $ 504,002 | $ 260,564 | |||||
Minimum [Member] | |||||||
Exercise price | $ 0.04 | ||||||
Minimum [Member] | Convertible Debt [Member] | |||||||
Warrant exercise price (in dollars per share) | $ 0.06 | $ 0.06 | |||||
Minimum [Member] | Convertible Debentures [Member] | |||||||
Debt conversion price (in dollars per share) | 0.02 | ||||||
Maximum [Member] | |||||||
Exercise price | $ 0.09 | ||||||
Maximum [Member] | Convertible Debt [Member] | |||||||
Number of warrant issued upon new issue | 888,889 | 1,000,000 | |||||
Warrant exercise price (in dollars per share) | $ 0.09 | $ 0.09 | $ 0.09 | ||||
Equity Incentive Plan 2011 [Member] | |||||||
Number of common stock issued upon exercises stock option | (200,000) | ||||||
Number of options outstanding | 34,168,800 | 34,168,800 | 34,293,800 | ||||
Exercisable shares | 25,392,839 | 20,061,168 | |||||
Percentage of entity outstanding shares | 4.00% | ||||||
Vesting period | 4 years | ||||||
Expiration period | 10 years | ||||||
Unrecognized estimated employee and director compensation cost | $ 173,324 | ||||||
Equity Incentive Plan 2011 [Member] | Minimum [Member] | |||||||
Unrecognized estimated employee and director compensation cost, period | 3 years | ||||||
Equity Incentive Plan 2011 [Member] | Maximum [Member] | |||||||
Unrecognized estimated employee and director compensation cost, period | 2 years | ||||||
Warrant [Member] | |||||||
Number of options outstanding | 132,278,221 | ||||||
Exercisable shares | 132,278,221 | ||||||
Warrant [Member] | Convertible Debt [Member] | |||||||
Warrant term | 5 years | ||||||
Number of warrant issued upon new issue | 15,000,000 | ||||||
Affiliate [Member] | |||||||
Exercise price | $ 0.01 | ||||||
Number of common stock issued upon exercises stock option | 200,000 | ||||||
Accredited Investors [Member] | Convertible Debt [Member] | Subscription Agreements [Member] | |||||||
Debt face amount | $ 300,000 | $ 2,165,514 | |||||
Debt conversion, converted instrument, amount | $ 1,100,000 | ||||||
Debt conversion price (in dollars per share) | $ 0.01 | ||||||
Warrant term | 5 years | ||||||
Number of warrant issued upon new issue | 15,000,000 | 22,904,788 | |||||
Warrant exercise price (in dollars per share) | $ 0.02 | ||||||
Accredited Investors [Member] | Minimum [Member] | Convertible Debt [Member] | Subscription Agreements [Member] | |||||||
Debt conversion price (in dollars per share) | $ 0.03 | ||||||
Warrant exercise price (in dollars per share) | 0.06 | ||||||
Accredited Investors [Member] | Maximum [Member] | Convertible Debt [Member] | Subscription Agreements [Member] | |||||||
Debt conversion price (in dollars per share) | 0.045 | ||||||
Warrant exercise price (in dollars per share) | $ 0.09 |
Equity Transactions - Schedule
Equity Transactions - Schedule of Options Granted Under EIP (Details) - Equity Incentive Plan 2011 [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shares, Outstanding at beginning | 34,168,800 | 34,293,800 |
Shares, Granted | 5,900,002 | |
Shares, Cancelled | (5,825,002) | |
Shares,Exercised | (200,000) | |
Shares,Outstanding at ending | 34,168,800 | 34,168,800 |
Shares,Exercisable at ending | 25,392,839 | 20,061,168 |
Weighted Average Exercise Price, Outstanding at beginning | $ 0.02 | $ 0.02 |
Weighted Average Exercise Price, Granted | 0 | 0.01 |
Weighted Average Exercise Price, Cancelled | 0 | 0.02 |
Weighted Average Exercise Price, Exercised | 0 | 0.01 |
Weighted Average Exercise Price, Outstanding at ending | 0.02 | 0.02 |
Weighted Average Exercise Price, Exercisable at ending | $ 0.02 | 0.02 |
Weighted Average Fair Value, Granted | $ 0.01 | |
Weighted Average Remaining Contractual Terms in Years, Outstanding at beginning | 8 years 11 months 27 days | |
Weighted Average Remaining Contractual Terms in Years, Outstanding at ending | 7 years 11 days | 8 years 11 days |
Weighted Average Remaining Contractual Terms in Years, Exercisable at ending | 7 years 11 days | 8 years 15 days |
Equity Transactions - Schedul55
Equity Transactions - Schedule of Options Outstanding Under the EIP (Details) - Equity Incentive Plan 2011 [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number Outstanding | 34,168,800 | 34,168,800 | 34,293,800 |
Weighted Average Remaining Contractual Term | 7 years 11 days | 8 years 11 days | |
Weighted Average Exercise Price | $ 0.02 | $ 0.02 | $ 0.02 |
Number Exercisable | 25,392,839 | 20,061,168 | |
Weighted Average Exercisable Price | $ 0.02 | $ 0.02 | |
Exercise Price 1 [Member] | |||
Range of Exercise Prices | $ 0.01 | ||
Number Outstanding | 1,200,000 | ||
Weighted Average Remaining Contractual Term | 8 years 1 month 6 days | ||
Weighted Average Exercise Price | $ 0.01 | ||
Number Exercisable | 1,200,000 | ||
Weighted Average Exercisable Price | $ 0.01 | ||
Exercise Price 2 [Member] | |||
Range of Exercise Prices | $ 0.02 | ||
Number Outstanding | 32,568,800 | ||
Weighted Average Remaining Contractual Term | 7 years 7 days | ||
Weighted Average Exercise Price | $ 0.02 | ||
Number Exercisable | 23,792,839 | ||
Weighted Average Exercisable Price | $ 0.02 | ||
Exercise Price 3 [Member] | |||
Range of Exercise Prices | $ 0.06 | ||
Number Outstanding | 200,000 | ||
Weighted Average Remaining Contractual Term | 4 years 10 months 6 days | ||
Weighted Average Exercise Price | $ 0.06 | ||
Number Exercisable | 200,000 | ||
Weighted Average Exercisable Price | $ 0.06 | ||
Exercise Price 4 [Member] | |||
Range of Exercise Prices | $ 0.15 | ||
Number Outstanding | 200,000 | ||
Weighted Average Remaining Contractual Term | 3 years 11 months 16 days | ||
Weighted Average Exercise Price | $ 0.15 | ||
Number Exercisable | 200,000 | ||
Weighted Average Exercisable Price | $ 0.15 |
Equity Transactions - Schedul56
Equity Transactions - Schedule of Warrants Granted Under Various Agreements (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shares, Outstanding at beginning | 116,875,170 | 103,430,075 |
Shares, Granted | 16,888,889 | 22,904,789 |
Shares, Expired | (1,485,838) | (9,459,694) |
Shares, Exercised | ||
Shares, Outstanding at ending | 132,278,221 | 116,875,170 |
Shares, Exercisable at ending | 132,278,221 | 116,875,170 |
Weighted Average Exercise Price, Outstanding at beginning | $ 0.08 | $ 0.11 |
Weighted Average Exercise Price, Granted | 0.02 | 0.08 |
Weighted Average Exercise Price, Expired | 0.08 | 0.31 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Outstanding at ending | 0.08 | 0.08 |
Weighted Average Exercise Price, Exercisable at ending | 0.08 | 0.08 |
Weighted Average Fair Value, Granted | $ 0.003 | $ 0.01 |
Equity Transactions - Schedul57
Equity Transactions - Schedule of Warrants Outstanding (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number Outstanding | shares | 132,278,221 |
Weighted Average Remaining Contractual Term | 2 years 1 month 24 days |
Outstanding Weighted Average Exercise Price | $ 0.08 |
Number Exercisable | shares | 132,278,221 |
Weighted Average Exercisable Price | $ 0.08 |
Exercise Price 1 [Member] | |
Range of Exercise Prices Lower Limit | 0.02 |
Range of Exercise Prices Upper Limit | $ 0.04 |
Number Outstanding | shares | 16,000,000 |
Weighted Average Remaining Contractual Term | 4 years 15 days |
Outstanding Weighted Average Exercise Price | $ 0.0213 |
Number Exercisable | shares | 16,000,000 |
Weighted Average Exercisable Price | $ 0.0213 |
Exercise Price 2 [Member] | |
Range of Exercise Prices Upper Limit | $ 0.06 |
Number Outstanding | shares | 7,842,602 |
Weighted Average Remaining Contractual Term | 3 years 8 months 16 days |
Outstanding Weighted Average Exercise Price | $ 0.06 |
Number Exercisable | shares | 7,842,602 |
Weighted Average Exercisable Price | $ 0.06 |
Exercise Price 3 [Member] | |
Range of Exercise Prices Upper Limit | $ 0.0745 |
Number Outstanding | shares | 39,333,935 |
Weighted Average Remaining Contractual Term | 6 months 7 days |
Outstanding Weighted Average Exercise Price | $ 0.0745 |
Number Exercisable | shares | 39,333,935 |
Weighted Average Exercisable Price | $ 0.0745 |
Exercise Price 4 [Member] | |
Range of Exercise Prices Upper Limit | $ 0.09 |
Number Outstanding | shares | 64,879,085 |
Weighted Average Remaining Contractual Term | 2 years 6 months 26 days |
Outstanding Weighted Average Exercise Price | $ 0.09 |
Number Exercisable | shares | 64,879,085 |
Weighted Average Exercisable Price | $ 0.09 |
Exercise Price 5 [Member] | |
Range of Exercise Prices Upper Limit | $ 0.1287 |
Number Outstanding | shares | 4,222,599 |
Weighted Average Remaining Contractual Term | 11 months 12 days |
Outstanding Weighted Average Exercise Price | $ 0.1287 |
Number Exercisable | shares | 4,222,599 |
Weighted Average Exercisable Price | $ 0.1287 |
Equity Transactions - Schedul58
Equity Transactions - Schedule of Weighted Average Assumptions to Value Stock Options and Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Expected term of options | 5 years | |
Exercise price | $ 0.01 | |
Expected volatility | 210.00% | |
Expected dividends | ||
Risk-free interest rate | 1.48% | |
Forfeitures | ||
Minimum [Member] | ||
Expected term of options | 3 years | |
Exercise price | $ 0.04 | |
Expected volatility | 241.00% | |
Risk-free interest rate | 1.04% | |
Maximum [Member] | ||
Expected term of options | 5 years | |
Exercise price | $ 0.09 | |
Expected volatility | 279.00% | |
Risk-free interest rate | 1.49% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Balances of Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Total Liability | $ 819,928 | $ 620,321 |
Fair Value, Inputs, Level 1 [Member] | ||
Total Liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Total Liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Total Liability | 819,928 | 620,321 |
Derivative Financial Instruments, Liabilities [Member] | ||
Total Liability | 679,036 | 517,151 |
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Total Liability | ||
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Total Liability | ||
Derivative Financial Instruments, Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total Liability | 679,036 | 517,151 |
Warrant liability [Member] | ||
Total Liability | 82,436 | 38,742 |
Warrant liability [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Total Liability | ||
Warrant liability [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Total Liability | ||
Warrant liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total Liability | 82,436 | 38,742 |
Commitment In Excess of Authorized Stock [Member] | ||
Total Liability | 58,456 | 64,428 |
Commitment In Excess of Authorized Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Total Liability | ||
Commitment In Excess of Authorized Stock [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Total Liability | ||
Commitment In Excess of Authorized Stock [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total Liability | $ 58,456 | $ 64,428 |
Loss Per Share - Schedule of We
Loss Per Share - Schedule of Weighted Average Number of Dilutive Common Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Total | 714,503,269 | 757,467,347 |
Preferred Stock [Member] | ||
Total | 3,085,000 | 3,085,000 |
Convertible Debentures [Member] | ||
Total | 544,971,248 | 603,338,377 |
Options [Member] | ||
Total | 34,168,800 | 34,168,800 |
Warrant [Member] | ||
Total | 132,278,221 | 116,875,170 |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | ||
Net loss for basic earnings per share | $ (4,466,567) | $ (3,634,868) |
Net loss for diluted earnings per share | $ (4,466,567) | $ (3,634,868) |
Weighted average basic shares outstanding | 697,694,480 | 216,335,085 |
Denominator for diluted earnings per share-adjusted weighted average shares | 697,694,480 | 216,335,085 |
Basic | $ (0.01) | $ (0.02) |
Diluted | $ (0.01) | $ (0.02) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 28, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 13, 2017 | |
Net cash proceeds of debentures | $ 1,420,000 | $ 1,970,250 | ||||
Interest rate | 20.00% | |||||
Face amount | $ 145,263 | |||||
Common stock, shares authorized | 1,996,000,000 | 1,996,000,000 | ||||
Subsequent Event [Member] | ||||||
Common stock, shares authorized | 1,250,000,000 | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Common stock, shares authorized | 2,000,000,000 | |||||
Subsequent Event [Member] | Variable Rate Convertible Debentures [Member] | ||||||
Face amount | $ 87,751 | |||||
Debt converted into shares | 529,648,837 | |||||
Repayments of debt | $ 70,000 | |||||
Subsequent Event [Member] | Variable Rate Convertible Debentures [Member] | Minimum [Member] | ||||||
Interest rate | 35.00% | |||||
Subsequent Event [Member] | Variable Rate Convertible Debentures [Member] | Maximum [Member] | ||||||
Interest rate | 50.00% | |||||
Subsequent Event [Member] | Variable Rate Convertible Debentures [Member] | Investor [Member] | ||||||
Face amount | $ 175,000 | |||||
Debt instrument, increase, accrued interest | $ 13,767 | |||||
Convertible debentures exchange amount | $ 188,737 | |||||
Subsequent Event [Member] | 8% Secured Convertible Debentures [Member] | ||||||
Net cash proceeds of debentures | $ 150,000 | |||||
Conversion price per share | $ 0.01 | |||||
Interest rate | 8.00% |