Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 08, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Medizone International Inc | |
Document Type | S1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 406,517,402 | |
Amendment Flag | false | |
Entity Central Index Key | 753,772 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | |||
Cash | $ 60,521 | $ 398,290 | $ 745,078 |
Inventory | 311,691 | 109,573 | 277,823 |
Prepaid expenses | 37,722 | 81,666 | 31,986 |
Total current assets | 409,934 | 589,529 | 1,054,887 |
Property and equipment, net | 0 | 0 | 415 |
Other assets: | |||
Trademark and patents, net | 126,011 | 151,444 | 176,086 |
Lease deposit | 2,847 | 4,272 | 4,272 |
Total other assets | 128,858 | 155,716 | 180,358 |
Total assets | 538,792 | 745,245 | 1,235,660 |
Current liabilities: | |||
Accounts payable | 661,771 | 459,654 | 491,044 |
Accounts payable – related parties | 19,704 | 0 | 233,109 |
Accrued expenses | 622,620 | 592,621 | 554,834 |
Accrued expenses – related parties | 681,044 | 538,887 | 1,928,659 |
Other payables | 224,852 | 224,852 | 224,852 |
Notes payable | 368,419 | 297,332 | 297,396 |
Notes payable – related parties | 1,624,881 | 1,617,881 | 0 |
Warrant liability | 700,512 | 985,163 | 0 |
Total current liabilities | 4,903,803 | 4,716,390 | 3,729,894 |
Notes payable, net of current portion | 0 | 75,000 | 75,000 |
Total liabilities | 4,903,803 | 4,791,390 | 3,804,894 |
Commitments and contingencies (Notes 5, 10 and 13) | |||
Stockholders’ deficit: | |||
Preferred stock, $0.00001 par value: 50,000,000 authorized; no shares outstanding | 0 | 0 | 0 |
Common stock, $0.001 par value: 500,000,000 authorized; 404,517,402, 393,934,068 and 369,434,068 shares issued and outstanding, respectively | 404,517 | 393,934 | 369,434 |
Additional paid-in capital | 34,977,174 | 33,680,146 | 32,496,646 |
Accumulated other comprehensive loss | (52,398) | (48,043) | (36,968) |
Accumulated deficit | (39,694,304) | (38,072,182) | (35,398,346) |
Total stockholders’ deficit | (4,365,011) | (4,046,145) | (2,569,234) |
Total liabilities and stockholders’ deficit | $ 538,792 | $ 745,245 | $ 1,235,660 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, shares authorized | 500,000,000 | 395,000,000 | 395,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 404,517,402 | 393,934,068 | 369,434,068 |
Common stock, shares issued | 404,517,402 | 393,934,068 | 369,434,068 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | $ 0 | $ 237,000 | $ 0 | $ 237,000 | $ 237,000 | $ 197,000 |
Cost of revenues | 0 | 200,326 | 0 | 200,326 | 203,460 | 114,811 |
General and administrative | 335,326 | 363,209 | 1,603,869 | 858,455 | 2,068,391 | 1,737,175 |
Research and development | 48,226 | 75,332 | 196,932 | 343,368 | 501,734 | 299,649 |
Depreciation and amortization | 14,606 | 14,152 | 43,370 | 41,966 | 56,311 | 53,442 |
Total operating expenses | 398,158 | 653,019 | 1,844,171 | 1,444,115 | 2,829,896 | 2,205,077 |
Loss from operations | (398,158) | (416,019) | (1,844,171) | (1,207,115) | (2,592,896) | (2,008,077) |
Gain Loss on remeasurement of warrant liability | 54,982 | 0 | 284,651 | 0 | (47,212) | 0 |
Interest expense | (27,079) | (8,504) | (62,627) | (25,634) | (33,850) | (27,872) |
Interest income | 6 | 2 | 25 | 66 | 122 | 27 |
Net loss | (370,249) | (424,521) | (1,622,122) | (1,232,683) | (2,673,836) | (2,035,922) |
Gain (loss) on foreign currency translation | (2,163) | (4,021) | (4,355) | (5,507) | (11,075) | 21,130 |
Total comprehensive loss | $ (372,412) | $ (428,542) | $ (1,626,477) | $ (1,238,190) | $ (2,684,911) | $ (2,014,792) |
Basic and diluted net loss per common share (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding (in Shares) | 401,673,199 | 371,151,459 | 398,041,211 | 370,333,703 | 375,118,494 | 355,464,753 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2014 | $ 346,034 | $ 30,052,656 | $ (58,098) | $ (33,362,424) | $ (3,021,832) |
Balance (in Shares) at Dec. 31, 2014 | 346,034,068 | ||||
Common stock issued for cash | $ 23,400 | 1,652,600 | 1,676,000 | ||
Common stock issued for cash (in Shares) | 23,400,000 | ||||
Stock-based compensation | 791,390 | 791,390 | |||
Loss on foreign currency translation | 21,130 | 21,130 | |||
Net loss | (2,035,922) | (2,035,922) | |||
Balance at Dec. 31, 2015 | $ 369,434 | 32,496,646 | (36,968) | (35,398,346) | $ (2,569,234) |
Balance (in Shares) at Dec. 31, 2015 | 369,434,068 | 369,434,068 | |||
Common stock issued for services | $ 500 | 47,500 | $ 48,000 | ||
Common stock issued for services (in Shares) | 500,000 | ||||
Common stock issued for cash | $ 24,000 | 1,136,000 | $ 1,160,000 | ||
Common stock issued for cash (in Shares) | 24,000,000 | 4,000,000 | |||
Loss on foreign currency translation | (11,075) | $ (11,075) | |||
Net loss | (2,673,836) | (2,673,836) | |||
Balance at Dec. 31, 2016 | $ 393,934 | $ 33,680,146 | $ (48,043) | $ (38,072,182) | $ (4,046,145) |
Balance (in Shares) at Dec. 31, 2016 | 393,934,068 | 393,934,068 | |||
Common stock issued for cash | $ 500,000 | ||||
Common stock issued for cash (in Shares) | 8,333,334 | ||||
Net loss | $ (1,622,122) | ||||
Balance at Sep. 30, 2017 | $ (4,365,011) | ||||
Balance (in Shares) at Sep. 30, 2017 | 404,517,402 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Deficit) (Parentheticals) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock issued for cash, per share | $ 0.04 | |
Common stock issued for services, per share | 0.05 | |
Common Stock [Member] | ||
Common stock issued for services, per share | 0.096 | |
Common Stock [Member] | Minimum [Member] | ||
Common stock issued for cash, per share | 0.04 | $ 0.05 |
Common Stock [Member] | Maximum [Member] | ||
Common stock issued for cash, per share | $ 0.05 | $ 0.10 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net loss | $ (1,622,122) | $ (1,232,683) | $ (2,673,836) | $ (2,035,922) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation | 807,610 | 48,000 | 48,000 | 791,390 |
Depreciation and amortization | 43,370 | 41,966 | 56,311 | 53,442 |
Change in warrant liability | (284,651) | 0 | 47,212 | 0 |
Changes in operating assets and liabilities: | ||||
Inventory | (202,118) | 171,491 | 168,250 | (12,589) |
Prepaid expenses | 82,085 | 35,815 | 17,075 | 95,127 |
Customer deposits | 0 | (30,000) | ||
Lease deposit | 1,425 | 0 | 0 | 0 |
Accounts payable and accounts payable – related parties | 221,821 | 49,637 | (36,389) | 20,898 |
Accrued expenses and accrued expenses – related parties | 172,156 | 97,866 | 37,787 | 38,400 |
Net cash used in operating activities | (780,424) | (787,908) | (1,397,639) | (1,079,254) |
Fair value of warrants issued for services | 937,951 | 0 | ||
Cash flows from investing activities: | ||||
Expenditures for trademark and patents | (17,936) | (17,941) | (31,255) | (21,041) |
Net cash used in investing activities | (17,936) | (17,941) | (31,255) | (21,041) |
Cash flows from financing activities: | ||||
Principal payments on notes payable | (35,054) | (56,534) | (66,819) | (67,253) |
Issuance of notes payable | 0 | 0 | 0 | 75,000 |
Issuance of common stock for cash | 500,000 | 160,000 | 1,160,000 | 1,676,000 |
Net cash provided by financing activities | 464,946 | 103,466 | 1,093,181 | 1,683,747 |
Effects of foreign currency exchanges rates on cash | (4,355) | (5,507) | (11,075) | 21,130 |
Net (decrease) increase in cash | (337,769) | (707,890) | (346,788) | 604,582 |
Cash as of beginning of the year | 398,290 | 745,078 | 745,078 | 140,496 |
Cash as of end of the year | 60,521 | 37,188 | 398,290 | 745,078 |
Cash paid for interest | 12,549 | 8,246 | 12,956 | 1,126 |
Financing of insurance premiums | 38,141 | 66,755 | 66,755 | 66,408 |
Settlement of accounts payable and accrued expenses with notes payable – related party | $ 0 | $ 1,617,881 | $ 1,617,881 | $ 0 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Organization The consolidated financial statements presented are those of Medizone International, Inc. (Medizone) and the Canadian Foundation for Global Health (CFGH), a not-for-profit foundation based in Ottawa, Canada, considered to be a variable interest entity (VIE) as described below. Collectively, they are referred to herein as the “Company”. The Company is in the business of designing, manufacturing and selling a patented system using ozone in the disinfection of surgical and other medical treatment facilities and in other applications. In late 2008, the Company assisted in the formation of CFGH, a not-for-profit foundation. The Company helped establish CFGH for two primary purposes: (1) to establish an independent not-for-profit foundation intended to have a continuing working relationship with the Company for research purposes that is best positioned to attract the finest scientific, medical and academic professionals possible to work on projects deemed to be of social benefit; and (2) to provide a means for the Company to use a tiered pricing structure for services and products in emerging economies and extend the reach of its technology to as many in need as possible. U.S. generally accepted accounting principles (US GAAP) require a VIE to be consolidated by a company if that company absorbs a majority of the VIE’s expected losses and/or receives a majority of the VIE’s expected residual returns as a result of holding variable interests (ownership, contractual, or other financial interests) in the VIE. In addition, a legal entity is considered to be a VIE, if it does not have sufficient equity at risk to finance its own activities without relying on financial support from other parties. If the legal entity is a VIE, then the reporting entity determined to be the primary beneficiary of the VIE must consolidate the financial results of the VIE with it. Accordingly, the financial position and results of operations of CFGH are consolidated with Medizone as of and for the years ended December 31, 2016 and 2015. b. Business Activities The Company’s objective is to pursue an initiative in the field of hospital disinfection. The Company has developed an ozone-based technology, specifically for the purpose of decontaminating and disinfecting hospital surgical suites, emergency rooms, and intensive care units. c. Basic and Diluted Net Loss Per Common Share The computations of basic and diluted net loss per common share are based on the weighted average number of common shares outstanding during the years as follows: For the Years Ended 2016 2015 Numerator (net loss) $ (2,673,836 ) $ (2,035,922 ) Denominator (weighted average number of common shares outstanding) 375,118,494 355,464,753 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 ) Common stock equivalents, consisting of 20,715,000 options and warrants to purchase up to $1,000,000 of common stock have not been included in the calculation, as their effect is antidilutive for the years presented. d. Property and Equipment Property and equipment are recorded at cost. Any major additions and improvements are capitalized. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as gain or loss on sale of property and equipment. Depreciation is computed using the straight-line method over periods of three years for computers and software, and five years for office equipment and furniture. e. Provision for Income Taxes The Company estimates income taxes in each of the jurisdictions in which it operates. This process involves estimating the Company’s actual current income tax expense together with assessing temporary differences resulting from differing treatment of items for income tax and financial reporting purposes. These temporary differences result in deferred income tax assets and liabilities, the net amount of which is included in the Company’s consolidated balance sheets. When appropriate, the Company records a valuation allowance to reduce its deferred income tax assets to the amount that the Company believes is more likely than not to be realized. Key assumptions used in estimating a valuation allowance include potential future taxable income, projected income tax rates, expiration dates of net operating loss (NOL) and tax credit carry forwards, and ongoing prudent and feasible tax planning strategies. As of December 31, 2016, the Company had NOL carryforwards of approximately $12,451,000 that may be offset against future taxable income, if any, and expire through 2035. If substantial changes in the Company’s ownership should occur, there would also be an annual limitation of the amount of the NOL carryforwards available for use. No tax benefit has been reported in the consolidated financial statements as, in the opinion of management, it is more likely than not that all of the deferred income tax assets will not be realized and the NOL carryforwards will expire unused. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. If the Company were to determine that it would be able to realize its deferred income tax assets in the future in excess of the net recorded amount, an adjustment to reduce the valuation allowance would increase net income or decrease net loss in the period such determination was made. Interest and penalties associated with any underpayment of income taxes would be classified as income tax provision in the statements of comprehensive loss. The Company has elected to present revenues net of any tax collected. Deferred income tax assets as of December 31, 2016 and 2015 comprised the following: 2016 2015 Net operating loss carryforwards $ 4,959,900 $ 4,408,800 Related-party accruals 1,564,700 1,165,900 Valuation allowance (6,524,600 ) (5,574,700 ) $ - $ - The income tax benefit differs from the amount determined by applying the U.S. federal income tax rate to pretax loss for the years ended December 31, 2016 and 2015 due to the following: 2016 2015 Income tax benefit based on U.S. statutory rate of 34% $ (909,100 ) $ (692,200 ) Stock issued for expenses - 269,100 Other (40,800 ) 94,000 Change in valuation allowance 949,900 329,100 $ - $ - The Company had no uncertain income tax positions as of December 31, 2016, and 2015. The Company files income tax returns in the U.S. federal and California jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local tax examinations for years before 2013. f. Principles of Consolidation The consolidated financial statements include the accounts of Medizone and the accounts of CFGH, a VIE. All material intercompany accounts and transactions have been eliminated. g. Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of the contingent assets and liabilities as of the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. h. Advertising The Company expenses the costs of advertising as incurred. The Company did not incur any advertising expense for the years ended December 31, 2016 and 2015. i. Stock Options The Company records compensation expense in connection with the granting of stock options and their vesting periods based on their fair values. The Company estimates the fair values of stock option awards issued to employees, consultants and others by using the Black-Scholes option-pricing model. For stock options with a service condition, the expense is measured at the grant date and expensed over the vesting period. For stock options with a performance condition, the expense is measured when it is probable that the performance condition will be met, subsequently re-measured at each reporting date, and trued up upon the final completion of the performance condition. j. Common Stock Warrant Liability The Company accounts for the common stock warrants as liabilities. The fair value of the common stock warrant liability is determined at each reporting period-end, with the changes in fair value recognized as gain (loss) on change in fair value of warranty liability. The fair value of the warrants to purchase common stock is estimated using the Black-Scholes valuation model. The significant assumptions used in estimating the fair value of warrant liabilities include the exercise price, volatility of the stock underlying the warrant, risk-free interest rate, estimated fair value of the stock underlying the warrant and the estimated life of the warrant. k. Trademark and Patents Trademark and patents are recorded at cost. Amortization is computed using the straight-line method over a period of seven years. The Company evaluates the recoverability of intangibles and reviews the amortization period on a continual basis. Several factors are used to evaluate intangibles, including management’s plans for future operations, recent operating results, and projected, undiscounted net cash flows. l. Revenue Recognition Policy The Company recognizes revenue when it ships its products, title and risk of loss passes to customers, payment from the customer is reasonably assured and the price is fixed or determinable. The Company records customer deposits received in advance of shipping products as a liability. m. Inventory The Company’s inventory consists of its AsepticSure® product and is valued on a specific identification basis. The Company generally purchases its inventory as a finished product from unrelated manufacturing companies. The Company determined that there was no obsolete or excess inventory as of December 31, 2016, and 2015. n. Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts payable, accrued expenses, notes payable and warrant liability. The carrying amounts of cash, accounts payable, and accrued expenses approximate their fair values because of the short-term nature of these instruments. The carrying amounts of the notes payable approximate fair values as the individual borrowings bear interest at rates that approximate market interest rates for similar debt instruments. The Company measures certain financial liabilities (warrant liability) at fair value on a recurring basis. The Company follows a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to measurements involving significant unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows: · Level 1 measurements are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. · Level 2 measurements are inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. · Level 3 measurements are unobservable inputs. o. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740) In February 2016, the FASB released ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting In October 2016, the FASB issued ASU No. 2016-17, Interests held Through Related Parties That are Under Common Control p. Concentration of Credit Risk The Company maintains its cash in bank deposit accounts which cash, at times, exceeds federally insured limits. As of December 31, 2016, the Company had approximately $229,000 of cash balances that exceeded U.S. federally insured limits. To date, the Company has not experienced a material loss or lack of access to its cash; however, no assurance can be provided that access to the Company’s cash will not be impacted by adverse conditions in the financial markets. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 2 - PROPERTY AND EQUIPMENT Property and equipment consist of the following as of December 31, 2016 and 2015: 2016 2015 Computers and software $ 2,938 $ 2,938 Furniture 2,075 2,075 5,013 5,013 Accumulated depreciation (5,013 ) (4,598 ) Property and equipment, net $ — $ 415 Depreciation expense for each of the years ended December 31, 2016 and 2015 was $415. |
TRADEMARK AND PATENTS
TRADEMARK AND PATENTS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE 3 - TRADEMARK AND PATENTS Trademark and patents consist of the following as of December 31, 2016 and 2015: 2016 2015 Patent costs $ 415,251 $ 383,997 Trademark 770 770 416,021 384,767 Accumulated amortization (264,577 ) (208,681 ) Trademark and patents, net $ 151,444 $ 176,086 Amortization expense for the years ended December 31, 2016 and 2015 was $55,896 and $53,027, respectively. The future amortization as of December 31, 2016, is as follows: 2017-$51,331; 2018-$38,750; 2019-$25,086; 2020-$17,543; 2021-$10,297 and thereafter-$8,437. |
ACCOUNTS PAYABLE - RELATED PART
ACCOUNTS PAYABLE - RELATED PARTIES | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block Supplement [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | NOTE 4 - ACCOUNTS PAYABLE – RELATED PARTIES As of December 31, 2016 and 2015, the Company owed $0 and $233,109 to consultants, who were also stockholders, for services. In July 2016, the Company converted $228,109 of accounts payable – related parties into notes payable – related parties (see Note 8). |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | NOTE 5 - ACCRUED EXPENSES Accrued expenses consist of the following as of December 31, 2016 and 2015: 2016 2015 Accrued interest $ 549,909 $ 529,015 Other accruals 42,712 25,819 Total $ 592,621 $ 554,834 |
ACCRUED EXPENSES - RELATED PART
ACCRUED EXPENSES - RELATED PARTIES | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 6 - ACCRUED EXPENSES – RELATED PARTIES Accrued expenses – related parties consist of the following as of December 31, 2016 and 2015: 2016 2015 Accrued payroll and consulting – related parties $ 422,334 $ 1,812,106 Accrued payroll taxes – related parties 116,553 116,553 Total $ 538,887 $ 1,928,659 In July 2016, the Company converted $1,389,772 of accrued payroll and consulting - related parties into notes payable – related parties. These parties are officers and executives of the Company (see Note 8). |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 7 - NOTES PAYABLE Notes payable consist of the following as of December 31, 2016 and 2015: 2016 2015 Unsecured notes payable to former directors and a family member of a former director, due at various dates in 1995, 1996 and 1997, interest at 8%. The Company has the right to repay the loans with restricted stock at $0.10 per share if alternative financings do not occur. These notes payable are in default. $ 182,676 $ 182,676 Unsecured notes payable to a third party in the amount of $50,000, due on September 8, 2018, interest at 12%. Accrued interest due semi-annually, January 5 and July 5 of each year. The note holder has the right to convert 20% of the then outstanding principal into common shares at $0.10 per share. 50,000 50,000 Unsecured notes payable to 10 stockholders, due on demand, interest at 10%. The Company is obligated to accept the principal at face value plus accrued interest as partial payment for shares the lenders may purchase from the Company upon exercise of the lenders’ option to acquire shares from the Company. 60,815 60,815 Unsecured notes payable to a third party in the amount of $25,000, due on September 17, 2018, interest at 12%. Accrued interest due semi-annually, January 5 and July 5 of each year. The note holder has the right to convert 20% of the then outstanding principal into common shares at $0.10 per share. 25,000 25,000 Unsecured notes payable to directors totaling $28,000 and a note payable to a third party in the amount of $9,000, due on April 22, 1995, interest at 8%. Each lender has the right to convert any portion of the principal and interest into common stock at a price per share equal to the price per share under a prior private placement transaction. These notes payable are in default. 37,000 37,000 Unsecured notes payable to a financing company, payable in nine monthly installments, interest ranging from 4.88% to 6.68%, mature in April, July and November 2017. 16,841 16,905 Total notes payable 372,332 372,396 Less notes payable current portion (297,332 ) (297,396 ) Total notes payable long term, net of current portion $ 75,000 $ 75,000 |
NOTES PAYABLE - RELATED PARTIES
NOTES PAYABLE - RELATED PARTIES | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 8 - NOTES PAYABLE – RELATED PARTIES In July 2016, the Company converted $228,109 of accounts payable – related parties, and $1,389,772 of accrued expenses – related parties into three promissory notes aggregating $1,617,881. The amounts converted represent accrued expenses and accrued wages prior to 2009 owed to certain officers and executives of the Company. The three notes have similar terms and specify payment terms, trigger events and a default rate of 2% per annum. |
WARRANT LIABILITY
WARRANT LIABILITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | ||
Derivatives and Fair Value [Text Block] | NOTE 6 WARRANT LIABILITY The Company accounts for its common stock warrants under ASC 480, Distinguishing Liabilities from Equity. In October 2016, the Company issued warrants to purchase from the Company up to $1,000,000 in common stock with the number of shares determined based on a 40% discount to the 20-day average stock price prior to the date of exercise. The warrants are exercisable between January 31, 2017 and January 30, 2018, at which point the outstanding warrants expire. Since the exercise price of the warrant is yet to be determined, the Company recorded a common stock warrant liability of $937,951 on the warrant’s issuance date and remeasured it at fair value on December 31, 2016 at $985,163. The warrant liability is remeasured at fair value at each quarter end until the warrant liability expires. The estimate was calculated using the following inputs: Input September 30, 2017 Risk-free interest rate 1.06 % Expected life 4 months Expected volatility 74.10 % Dividend yield 0.00 % Stock price $ 0.06 As of September 30, 2017, the Company recorded a decrease in the warrant liability of $284,651 resulting from the fluctuation in the Company’s stock price. The warrant liability was $700,512 as of September 30, 2017. | NOTE 9 - WARRANT LIABILITY The Company accounts for its common stock warrants under ASC 480, Distinguishing Liabilities from Equity. In October 2016, the Company issued warrants to purchase up to $1,000,000 in common stock Input October 21, 2016 December 31, 2016 Risk-free interest rate .66 % 85 % Expected life in years 1 year 1 year Dividend yield — — Volatility 108.2 % 120.0 % Stock price $ 0.08 $ 0.11 As of December 31, 2016, the Company recorded an increase of $47,212 in the warrant liability which resulted from an increase in the Company’s stock price at the end of the year, for a total liability of $985,163. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies Disclosure [Text Block] | NOTE 7 COMMITMENTS AND CONTINGENCIES The Company is subject to certain claims and lawsuits arising in the normal course of business. In the opinion of management, uninsured losses, if any, resulting from the ultimate resolution of these matters will not have a material effect on the Company’s consolidated financial position, results of operations, or cash flows. Litigation Rakas vs. Medizone International, Inc Related Party Agreements In July 2016, the Company converted $228,109 of accounts payable – related parties, and $1,389,772 of accrued expenses – related parties into three promissory notes payable – related parties aggregating to $1,617,881. The amounts converted represent accrued expenses and accrued wages prior to 2009 owed to certain officers and executives of the Company. On February 28, 2017, the Company entered into separation and release agreements (Separation Agreements) with its former Chairman and CEO, Edwin Marshall, and its former Director of Operations, Dr. Jill Marshall. The Separation Agreements include principal payment schedules for the promissory notes issued to these individuals in 2016 as described in the previous paragraph and modify the terms of common stock option awards granted to them under the Company’s 2014 Equity Incentive Plan by increasing the exercise period of the grants from three months to three years following termination. The Company is currently in default with the terms of the promissory notes and is accruing interest at 5% per annum on the outstanding balance, with any payments made to be applied towards interest first. On March 1, 2017, the Company entered into an employment agreement with David Esposito to fill the position of Chairman and Interim CEO. The agreement stated the terms of his employment and compensation. Mr. Esposito’s compensation consisted of: (1) an annual base salary of $225,000; (2) a potential target bonus of up to 50% of base salary based on performance goals determined by the Board of Directors of the Company (“Board”); (3) equity awards, and (4) standard employee benefits, including vacation. Mr. Esposito stepped down from his position as Interim CEO upon the appointment of David Dodd as the Company’s CEO effective September 18, 2017. As of September 30, 2017, the Company has accrued wages to Mr. Esposito of $123,750. Mr. Esposito will remain as the Company’s Chairman of the Board. On September 15, 2017, the Company entered into an employment agreement with David Dodd confirming his appointment as the Company’s CEO and a member of the Board. The agreement states the terms of his employment and compensation which consists of: (1) an annual base salary of $250,000; (2) an initial target bonus of up to 65% of annual base salary based on targets established by the Board of Directors; (3) a signing bonus of 1,000,000 shares of restricted stock upon transition as CEO and an additional 1,000,000 shares of restricted stock that will best upon successful commercialization of AsepticSure in the US market; and (4) benefits as offered to other executive employees. The Company also agreed to a change of control provision that will pay severance compensation to Mr. Dodd in the event his employment is terminated by the Company without cause or by Mr. Dodd for good reason, as defined in the agreement. Other Payables As of September 30, 2017, and December 31, 2016, the Company had $224,852 of past due payables for which the Company has not received statements or demands for payment for over 19 years. Although management of the Company does not believe that the amounts will be required to be paid, the amounts are recorded as other payables until such time as the Company is certain that no liability exists and until the statute of limitations has expired. Operating Leases The Company operates a certified laboratory located at Innovation Park, Queen’s University in Kingston, Ontario, Canada, which provides a primary research and development platform. The lease term is June 30, 2016 through June 29, 2018, with a monthly lease payment of $3,550 Canadian Dollars plus the applicable goods and services tax. The Company has a lease arrangement for office space in Kalamazoo, Michigan. Monthly payments are approximately $1,000 and the lease expires in February of 2018. The Company previously had a month-to-month lease for office space located in California, with monthly payments of approximately $2,556. In February 2017, the Company gave 60-days’ notice that the lease would be terminated as of April 30, 2017 and has no further obligation under the lease. | NOTE 10 - COMMITMENTS AND CONTINGENCIES Litigation The Company is subject to certain claims and lawsuits arising in the normal course of business. In the opinion of management, uninsured losses, if any, resulting from the ultimate resolution of these matters will not have a material effect on the Company’s consolidated financial position, results of operations, or cash flows. Rakas vs. Medizone International, Inc. Other Payables As of December 31, 2016 and 2015, the Company has recorded other payables totaling $224,852 related to certain past due payables for which the Company has not received invoices or demands for over 10 years. Although management of the Company does not believe that the amounts will be paid, the amounts have been recorded as other payables until such time as the Company is certain that no liability exists. Operating Leases The Company operates a certified laboratory located at Innovation Park, Queen’s University in Kingston, Ontario, Canada, which provides a primary research and development platform. The lease term is June 30, 2016 through June 29, 2018 with a monthly lease payment of $3,550 Canadian dollars (“CD”) plus the applicable goods and services tax (“GST”). The Company has a month-to-month cancelable lease for office space located in California, with monthly payments of approximately $2,556. In February 2017, the Company gave 60-days’ notice that the lease would be terminated as of April 30, 2017. In December 2016, the Company terminated a Distribution and License Agreement with a distributor due to lack of market development related to the Company’s product by the distributor. In connection with the termination agreement, the Company negotiated the return of five disinfection units on or before January 17, 2017 for $25,000 per unit. |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 EQUITY TRANSACTIONS Recapitalization On December 15, 2016, the Company’s stockholders approved the Board’s recommendation to increase the number of authorized shares of common stock from 395,000,000 to 500,000,000 shares in order to provide the Company with sufficient authorized shares to accomplish its objectives. The Company filed an amendment to modify its Articles of Incorporation with the State of Nevada on January 4, 2017, which was approved by the Secretary of State on January 24, 2017. Common Stock Issuances During January 2016, the Company issued 500,000 restricted shares of common stock to a consultant. The fair value of the shares on the date of grant was $48,000, or $0.096 per share. The Company recorded compensation expense of $48,000 in connection with the issuance of the shares. During May 2017, the Company issued 250,000 restricted shares of common stock to a consultant. The fair value of the shares on the date of the grant was $17,500, or $0.07 per share. The Company recorded compensation expense of $17,500 in connection with the issuance of the shares. During the nine months ended September 30, 2017, the Company issued and sold 8,333,334 restricted shares of common stock at a price of $0.06 per share to accredited investors, which included the Company’s Chairman and Interim CEO, and an independent director, for net proceeds of $500,000 as part of a private offering. The market price of the Company’s common stock on the dates of these transactions ranged from $0.06 to $0.10 per share. Common Stock Options and Awards The Company recognizes stock-based compensation expense for grants of stock option awards, stock awards, restricted stock units and restricted stock under the Company’s Incentive Plan to employees and nonemployee members of the Company’s Board of Directors. In addition, the Company grants stock options to nonemployee consultants from time to time in consideration for services performed for the Company. The Company’s 2016 Equity Incentive Award Plan (the “2016 Plan”) was approved on December 15, 2016 by the stockholders. The 2016 Plan replaces the Company’s 2008 Equity Incentive Plan (the “2008 Plan”), 2009 Incentive Stock Plan (the “2009 Plan”), 2012 Equity Incentive Award Plan (the “2012 Plan”), and the 2014 Equity Incentive Plan (the “2014 Plan” and, together with the 2008, 2009, and 2012 Plans, the “Prior Plans”). Options and awards previously granted under the Prior Plans that have not yet expired by their terms will remain outstanding until their expiration dates. Following adoption of the 2016 Plan, the Company no longer makes any grants or awards under the Prior Plans. The 2016 Plan replaces all previous plans and reserves a total of 10,000,000 shares of common stock for awards granted under the 2016 Plan. Under the 2016 Plan, as of September 30, 2017, the Company had granted options, net of forfeitures, for the purchase of a total of 6,650,000 shares, had awarded 2,000,000 shares with an additional 1,000,000 shares to be awarded upon achievement of certain performance milestones, leaving 350,00 options available for future grants or awards. The Company estimates the fair value of each stock option award by using the Black-Scholes option-pricing model, which model requires the use of exercise behavior data and the use of a number of assumptions including volatility of the Company’s stock price, the weighted average risk-free interest rate, and the expected life of the options. Because the Company does not pay dividends, the dividend rate variable used in the Black-Scholes option-pricing model is zero. For the three months ended September 30, 2017 and 2016, the Company recorded stock-based compensation of $89,549 and $0, respectively. For the nine months ended September 30, 2017 and 2016, the Company recorded stock-based compensation of $807,610 and $48,000, respectively, of which $494,086, relates to options granted to employees, directors and consultants. Upon the appointment of Mr. Esposito as Interim CEO and subsequently, Mr. Dodd as CEO, the Company incurred one-time charges in aggregate of $210,000 resulting from two separate stock awards of 1,000,000 shares of common stock each. Additionally, the Company recorded a one-time charge of $89,064 relating to the modification of vesting relating to 750,000 options issued in 2014 to Mr. Esposito upon his appointment as Interim CEO. The Company also recorded a one-time charge of $14,460 of stock-based compensation expense for the modification relating to the extension of exercisability from three weeks to three years upon retirement related to Mr. Marshall and Dr. Marshall’s stock options. In June 2017, Mr. Hoyt retired from the Board and was offered the same extension of exercisability related to his options, as that was provided to Mr. Marshall and Dr. Marshall. As the stock price on the date of modification of Mr. Hoyt’s options was significantly lower than the option’s exercise price, no additional expense was recorded as the result of this modification. An additional 1,000,000 shares of common stock has been reserved as a performance award to Mr. Dodd as part of his appointment to CEO, contingent upon meeting certain performance milestones. No expense has yet been recorded in conjunction with this award as the milestones have not been met as of September 30, 2017. As of September 30, 2017, the Company had outstanding unvested options for a total of 575,000 shares with related unrecognized expense of approximately $44,000. The Company will recognize this expense over the service period or when the achievement of the required milestones becomes probable. During 2017, the Company estimated the fair value of the stock options at the date of each grant based on the following weighted average assumptions: Risk-free interest rate 1.36% to 1.99 % Expected life 5 years Expected volatility 98.38% to 101.86 % Dividend yield 0.00 % The following is a summary of the status of the Company’s outstanding options as of September 30, 2017 and changes during the nine months then ended: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value As of December 31, 2016 20,715,000 $ 0.143 2.08 $ 261,220 Granted 6,900,000 0.097 Expired and canceled (7,300,000 ) 0.206 Exercised - - As of September 30, 2017 20,315,000 0.105 3.69 - Exercisable 19,740,000 0.105 3.65 - Warrants During October 2016, the Company issued warrants to purchase up to $1,000,000 in common stock with the number of shares determined based on a 20-day average stock price prior to the date of exercise with the exercise prices discounted 40%. The warrants are exercisable between January 31, 2017 and January 30, 2018, at which point the outstanding warrants expire (see Note 6). During May 2017, the Company issued a warrant to purchase up to 750,000 shares of common stock at an exercise price of $0.10 per share to a third-party consultant. The warrant will vest when certain milestones are achieved and will expire three years from the date of issuance. | NOTE 11 - EQUITY TRANSACTIONS Unless otherwise stated, the following equity transactions were with unrelated parties and the securities issued were restricted. There were no underwriters involved. Common Stock for Cash – 2015 During February 2015, the Company sold 300,000 restricted shares of common stock to an accredited investor for cash proceeds totaling $21,000, or $0.07 per share. During February and March 2015, the Company sold an aggregate of 3,000,000 restricted shares of common stock to seven accredited investors for cash proceeds totaling $150,000, or $0.05 per share. During April, May and June 2015, the Company sold an aggregate of 7,500,000 restricted shares of common stock to eight accredited investors for cash proceeds totaling $375,000, or $0.05 per share. During August 2015, the Company sold an aggregate of 2,600,000 restricted shares of common stock to five accredited investors for cash proceeds totaling $130,000, or $0.05 per share. During November 2015, the Company sold 10,000,000 restricted shares of common stock to an accredited investor for cash proceeds totaling $1,000,000, or $0.10 per share. Common Stock for Cash or Services Provided – 2016 During the January 2016, the Company issued 500,000 restricted shares of common stock for consulting services. The value of the shares on the date of grant was $48,000, or $0.096 per share. During September 2016, the Company sold an aggregate of 4,000,000 restricted shares of common stock to three accredited investors for cash proceeds totaling $160,000, or $0.04 per share. During October 2016, the Company issued 20,000,000 restricted shares of common stock pursuant to the exercise of warrants for cash proceeds totaling $1,000,000, or $0.05 per share. Recapitalization The Company’s amended Articles of Incorporation include a class of preferred stock, par value $0.00001, with authorized shares of 50,000,000. To date, no shares of preferred stock have been issued. The rights and preferences of the authorized preferred shares will be determined by the Company’s Board of Directors. On December 15, 2016, the Company’s stockholders approved the Board’s recommendation to increase the number of shares of common stock authorized from 395,000,000 shares to 500,000,000 shares in order to provide the Company with sufficient authorized shares to accomplish its objectives. The Company filed an amendment to modify its Articles of Incorporation with the State of Nevada on January 4, 2017, which was approved by the State on January 24, 2017. |
COMMON STOCK OPTIONS
COMMON STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block Supplement [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | NOTE 12 - COMMON STOCK OPTIONS In May 2012, the Company granted options for the purchase of 1,000,000 shares of common stock to a consultant for distribution channel related services to be performed. The options have vested as of December 31, 2015. The options have an exercise price of $0.17 per share, and are exercisable for up to five years. The Company recognized $69,300 of expense during the year ended December 31, 2015. In August 2013, the Company granted options for the purchase of 250,000 shares of common stock to a consultant. These options are exercisable at $0.10 per share for five years from the date of grant with 50,000 options vesting immediately and the other 200,000 options vesting upon the achievement of certain milestones, which were met in 2015. The Company recognized the remaining expense of $17,659 during the year ended December 31, 2015. On February 26, 2014, the Company granted to a new director options for the purchase of 2,000,000 shares of common stock, with an exercise price of $0.1095 per share. Of these options, 1,000,000 vested February 26, 2015 and the remaining 1,000,000 options will vest upon the successful achievement of certain milestones. Unvested options vest immediately in the event of a change in control of the Company. The options are exercisable for five years. The Company recognized $16,017 during the year ended December 31, 2015 in connection with the options that vested on February 26, 2015. The Company will measure and begin recognizing the remaining expense when the achievement of the required milestones becomes probable. On February 26, 2014, the Company granted options to six consultants and service providers for the purchase of a total of 250,000 shares of common stock at an exercise price of $0.1095 per share. Options for 200,000 shares vested immediately upon grant and options for the remaining 50,000 shares vested January 9, 2015. The options are exercisable for five years. The grant date fair value of these options was $24,023. The Company recognized expense of $800 during the year ended December 31, 2015. On May 6, 2014, the Company granted options to a consultant for the purchase of 100,000 shares of common stock at an exercise price of $0.19 per share. Options for 50,000 shares vested immediately upon grant and options for the remaining 50,000 vested during 2015. The options are exercisable for five years. The Company recognized expense of $8,342 during the year ended December 31, 2015. On October 7, 2014, the Company granted to a new board member options for the purchase of 1,000,000 shares of common stock, with an exercise price of $0.16 per share. These options vested October 7, 2015. The options are exercisable for five years. The grant date fair value of the options was $140,178. The Company recognized $105,133 during the year ended December 31, 2015. On December 4, 2014, the Company granted options to four consultants for the purchase of 140,000 shares of common stock at an exercise price of $0.11 per share. The required milestones have been met and the shares are fully vested. The options are exercisable for five years. The total value of these options at the date of grant was $13,461, which the Company recognized as an expense during the year ended December 31, 2015. In August 2015, the Company granted options for the purchase of a total of 7,150,000 shares of common stock for services rendered, as follows: 6,000,000 shares total to five directors of the Company, 650,000 shares total to four consultants, and 500,000 shares to an employee of the Company. All options vested upon grant, have an exercise price of $0.088 per share, and are exercisable for up to five years. The total value of these options at the date of grant was $541,687, which the Company recognized as an expense during the year ended December 31, 2015. In August 2015, the Company granted options to a consultant for the purchase of a total of 250,000 shares of common stock at an exercise price of $0.085 per share. These options vested upon grant and are exercisable for up to five years. The total value of these options at the date of grant was $18,991, which the Company recognized as an expense during the year ended December 31, 2015. The Company’s 2014 Equity Compensation Plan (the “2014 Plan”) was adopted on April 30, 2014 by the Board of Directors. The Company filed a registration statement on Form S-8 on July 17, 2014, to register 6,000,000 shares of common stock that may be issued under awards made pursuant to the 2014 Plan. As of December 31, 2016, the Company had no remaining options available for grant under the 2014 Plan and previously adopted plans. The Company’s 2016 Equity Incentive Award Plan (the “2016 Plan”) was adopted on December 15, 2016 by the stockholders. The 2016 Plan replaces all previous plans and The Company estimates the fair value of each stock award by using the Black-Scholes option-pricing model, which model requires the use of exercise behavior data and the use of a number of assumptions including expected volatility of the Company’s stock price, the weighted average risk-free interest rate, and the weighted average expected life of the options. Because the Company does not pay dividends, the dividend rate variable in the Black-Scholes option-pricing model is zero. Expense of $0 and $791,390 was recorded for the years ended December 31, 2016 and 2015, respectively. Excluding options whose performance condition is not yet deemed probable as of December 31, 2016, the Company had various unvested outstanding options with related unrecognized expense of $104,647. The Company will recognize this expense when achievement of the required milestones become probable. The Company estimated the fair value of the stock options for 2015 at the date of the grant, based on the following weighted average assumptions: Risk-free interest rate 1.52 % to 1.60 % Expected life 5 years Expected volatility 131.33 % to 136.34 % Dividend yield 0.00 % The Company estimated the fair value of the stock options for 2016 at the date of the grant, based on the following weighted average assumptions: Risk-free interest rate 1.85 % Expected life 5 years Expected volatility 130.34 % Dividend yield 0.00 % A summary of the status of the Company’s outstanding options as of December 31, 2016 and changes during the year then ended is presented below: Shares Weighted Average Exercise Price Outstanding, January 1, 2016 20,965,000 $ 0.18 Granted 150,000 0.00 Expired/Canceled (400,000 ) 0.10 Outstanding, December 31, 2016 20,715,000 0.14 Exercisable 19,640,000 0.14 As of December 31, 2016, the aggregate intrinsic value of the outstanding vested options was $1,597,426. No shares were exercised in 2016. |
GOING CONCERN
GOING CONCERN | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Substantial Doubt about Going Concern [Text Block] | NOTE 4 GOING CONCERN The Company’s condensed consolidated financial statements are prepared assuming the Company is a going concern and contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred significant recurring losses from its inception through September 30, 2017, which have resulted in an accumulated deficit of $39,694,304 as of September 30, 2017. The Company has minimal cash, has a working capital deficit of $4,493,869, and a total stockholders’ deficit of $4,365,011 as of September 30, 2017. The Company has relied almost exclusively on debt and equity financing to sustain its operations. Accordingly, there is a substantial doubt about the Company’s ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional capital and ultimately, upon the Company’s attaining profitable operations. The Company will require substantial additional funds to continue to develop its products, manufacture products, and fund additional losses, until revenues are sufficient to cover the Company’s operating expenses. If the Company is unsuccessful in obtaining the necessary additional funding, it will most likely be forced to substantially reduce or cease its operations or seek protection under U.S. bankruptcy laws. The Company believes that it will need approximately $1,500,000 during the next 12 months for continued product manufacturing, research, development and marketing activities, as well as for limited general corporate purposes. During the nine months ended September 30, 2017, the Company raised gross cash proceeds totaling $500,000 through the sale of 8,333,334 shares of common stock at a price of $0.06 per share in a private offering to accredited investors, which included the Company’s Chairman and Interim CEO and an independent director. The ability of the Company to continue as a going concern is dependent on successfully accomplishing the plan described in the preceding paragraphs and eventually attaining profitable operations. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. | NOTE 13 - GOING CONCERN The Company’s consolidated financial statements are prepared in accordance with US GAAP which assumes an entity is a going concern and contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant recurring losses from its inception through December 31, 2016, which have resulted in an accumulated deficit of $38,072,182 as of December 31, 2016. The Company has minimal cash, has a working capital deficit of $4,126,861, and a total stockholders’ deficit of $4,046,145 as of December 31, 2016. The Company has relied almost exclusively on debt and equity financing to sustain its operations. Accordingly, there is substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional capital and ultimately, upon the Company attaining profitable operations. The Company will require substantial additional funds to continue to develop its products, product manufacturing, and to fund additional losses, until revenues are sufficient to cover the Company’s operating expenses. If the Company is unsuccessful in obtaining the necessary additional funding, it will most likely be forced to substantially reduce or cease operations. The Company believes that it will need approximately $1,500,000 during the next 12 months for continued production manufacturing research, development, and marketing activities, as well as for general corporate purposes. During 2016, the Company raised a total of $160,000 through the sale of 4,000,000 shares of common stock at a price of $0.04 per share. Additionally, the Company received proceeds of $1,000,000 resulting from the exercise of warrants for 20,000,000 shares of common at $0.05 per share. The Company used the proceeds from these securities issuances to keep current in its reporting obligations under the Exchange Act and to pay certain other corporate obligations. The ability of the Company to continue as a going concern is dependent on successfully accomplishing the plan described in the preceding paragraphs and eventually attaining profitable operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Subsequent Events [Abstract] | ||
Subsequent Events [Text Block] | NOTE 10 SUBSEQUENT EVENTS In October 2017, the Company agreed as part of a Supply and License Agreement to issue a warrant to acquire 1,000,000 shares of the Company’s common stock at $0.10 per share. The warrants are vested immediately and have a five-year term. Between October 1, 2017 and November 8, 2017, the Company sold 2,000,000 shares of common stock in a private offering to the CEO, who is considered to be an accredited investor (the “Fall 2017 Private Offering”), at a price of $0.05 per share, for gross proceeds of $100,000. | NOTE 14 - SUBSEQUENT EVENTS The Company evaluated subsequent events through the filing date of the Annual Report on Form 10-K, and determined to disclose the following events. On February 2, 2017, the Board of Directors granted a total of 5,700,000 common stock options to officers, directors and other employees. On February 28, 2017, the Company entered into separation and release agreements (Separation Agreements) with our former Chairman and CEO, Edwin Marshall, and our former Director of Operation, Dr. Jill Marshall. The Separation Agreements include principal payment schedules for promissory notes issued to these individuals and modify the terms of common stock option awards granted to them under the 2014 Equity Incentive Plan by increasing the exercise period of the grants from three weeks to three years following termination. On March 1, 2017, the Company issued to its new chairman and interim CEO a stock award of 1,000,000 shares of common stock and is eligible to receive an additional 1,000,000 shares of common stock upon AsepticSure’s commercialization in the US market. Additionally, stock options granted to the Company’s new CEO Chairman and Interim CEO on February 26, 2014 shall vest as follows: 750,000 shares upon execution of this Agreement; and 250,000 shares upon completion of original commercial milestones as established in the original option grant agreement. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Text Block [Abstract] | |
Business Description and Basis of Presentation [Text Block] | NOTE 1 BASIS OF PRESENTATION The financial information of Medizone International, Inc., a Nevada corporation (“Medizone), the Canadian Foundation of Global Health (“CFGH”) based in Ottawa, Canada, considered to be a variable interest entity (“VIE”) as described below, and Medizone Canada, Inc. a wholly owned subsidiary, (collectively, the “Company”), included herein is unaudited and has been prepared consistent with U.S. generally accepted accounting principles (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these condensed consolidated financial statements do not include all information and notes required by US GAAP for complete financial statements. These notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. In the opinion of management, these financial statements contain all adjustments (consisting solely of normal recurring adjustments) which are necessary for a fair presentation of results for the interim periods presented. The results of operations for the three and nine months ended September 30, 2017, are not necessarily indicative of the results to be expected for the full year ending December 31, 2017. |
CANADIAN FOUNDATION FOR GLOBAL
CANADIAN FOUNDATION FOR GLOBAL HEALTH | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 2 CANADIAN FOUNDATION FOR GLOBAL HEALTH In late 2008, Medizone assisted in the formation of CFGH, a not-for-profit foundation, for two primary purposes: (1) to establish an independent not-for-profit foundation intended to have a continuing working relationship with Medizone for research purposes that is best positioned to attract the finest scientific, medical and academic professionals possible to work on projects deemed to be of social benefit; and (2) to provide a means for Medizone to use a tiered pricing structure for services and products in emerging economies and extend the reach of the Medizone’s technology to as many in need as possible. Accounting standards require a VIE to be consolidated by a company if that company absorbs a majority of the VIE’s expected losses and/or receives a majority of the VIE’s expected residual returns as a result of holding variable interests, which are the ownership, contractual, or other financial interests in the VIE. In addition, a legal entity may be considered to be a VIE, if it does not have sufficient equity at risk to finance its own activities without relying on financial support from other parties. If the legal entity is a VIE, then the reporting entity determined to be the primary beneficiary of the VIE must consolidate its financial statements with those of the VIE. Medizone determined that CFGH met the requirements of a VIE effective upon the first advance to CFGH on February 12, 2009. After eliminations, the operations and equity of the non-controlling interest is not material to the consolidated financial statements. Accordingly, the financial statements of CFGH have been consolidated with Medizone for all periods presented. |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 3 BASIC AND DILUTED NET LOSS PER COMMON SHARE The computations of basic and diluted net loss per common share are based on the weighted average number of common shares outstanding during the periods as follows: For the Three Months Ended September 30, 2017 2016 Numerator: Net loss $ (370,249 ) $ (424,521 ) Denominator: Weighted average number of common shares outstanding 401,673,199 371,151,459 Basic and diluted net loss per common share $ (0.00 ) $ (0.00 ) For the Nine Months Ended September 30, 2017 2016 Numerator: Net loss $ (1,622,122 ) $ (1,232,683 ) Denominator: Weighted average number of common shares outstanding 398,041,211 370,333,703 Basic and diluted net loss per common share $ (0.00 ) $ (0.00 ) Common stock equivalents, consisting of options to purchase 20,315,000 shares and warrants to purchase up to $1,000,000 of common stock, with the number of shares determined based on a 40% discount of the 20-day average stock price prior to the date of exercise, and a warrant to purchase 750,000 shares of common stock at a specified price have not been included in the calculation as their effect is antidilutive for the periods presented. |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 5 INVENTORY In December 2016, the Company terminated a Distribution and License Agreement with a distributor due to lack of market development by the distributor. In connection with the termination, the Company negotiated the return of five disinfection units on or before January 17, 2017 paying the distributor $25,000 per unit. The units were upgraded with the Company’s current technology to support the ongoing expansion of the Company’s commercial strategy. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | NOTE 9 RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740) In February 2016, the FASB released ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting In October 2016, the FASB issued ASU No. 2016-17, Interests held Through Related Parties That are Under Common Control In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718) |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Organization The consolidated financial statements presented are those of Medizone International, Inc. (Medizone) and the Canadian Foundation for Global Health (CFGH), a not-for-profit foundation based in Ottawa, Canada, considered to be a variable interest entity (VIE) as described below. Collectively, they are referred to herein as the “Company”. The Company is in the business of designing, manufacturing and selling a patented system using ozone in the disinfection of surgical and other medical treatment facilities and in other applications. In late 2008, the Company assisted in the formation of CFGH, a not-for-profit foundation. The Company helped establish CFGH for two primary purposes: (1) to establish an independent not-for-profit foundation intended to have a continuing working relationship with the Company for research purposes that is best positioned to attract the finest scientific, medical and academic professionals possible to work on projects deemed to be of social benefit; and (2) to provide a means for the Company to use a tiered pricing structure for services and products in emerging economies and extend the reach of its technology to as many in need as possible. U.S. generally accepted accounting principles (US GAAP) require a VIE to be consolidated by a company if that company absorbs a majority of the VIE’s expected losses and/or receives a majority of the VIE’s expected residual returns as a result of holding variable interests (ownership, contractual, or other financial interests) in the VIE. In addition, a legal entity is considered to be a VIE, if it does not have sufficient equity at risk to finance its own activities without relying on financial support from other parties. If the legal entity is a VIE, then the reporting entity determined to be the primary beneficiary of the VIE must consolidate the financial results of the VIE with it. Accordingly, the financial position and results of operations of CFGH are consolidated with Medizone as of and for the years ended December 31, 2016 and 2015. b. Business Activities The Company’s objective is to pursue an initiative in the field of hospital disinfection. The Company has developed an ozone-based technology, specifically for the purpose of decontaminating and disinfecting hospital surgical suites, emergency rooms, and intensive care units. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Net Loss Per Common Share The computations of basic and diluted net loss per common share are based on the weighted average number of common shares outstanding during the years as follows: For the Years Ended 2016 2015 Numerator (net loss) $ (2,673,836 ) $ (2,035,922 ) Denominator (weighted average number of common shares outstanding) 375,118,494 355,464,753 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 ) Common stock equivalents, consisting of 20,715,000 options and warrants to purchase up to $1,000,000 of common stock have not been included in the calculation, as their effect is antidilutive for the years presented. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are recorded at cost. Any major additions and improvements are capitalized. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as gain or loss on sale of property and equipment. Depreciation is computed using the straight-line method over periods of three years for computers and software, and five years for office equipment and furniture. |
Income Tax, Policy [Policy Text Block] | Provision for Income Taxes The Company estimates income taxes in each of the jurisdictions in which it operates. This process involves estimating the Company’s actual current income tax expense together with assessing temporary differences resulting from differing treatment of items for income tax and financial reporting purposes. These temporary differences result in deferred income tax assets and liabilities, the net amount of which is included in the Company’s consolidated balance sheets. When appropriate, the Company records a valuation allowance to reduce its deferred income tax assets to the amount that the Company believes is more likely than not to be realized. Key assumptions used in estimating a valuation allowance include potential future taxable income, projected income tax rates, expiration dates of net operating loss (NOL) and tax credit carry forwards, and ongoing prudent and feasible tax planning strategies. As of December 31, 2016, the Company had NOL carryforwards of approximately $12,451,000 that may be offset against future taxable income, if any, and expire through 2035. If substantial changes in the Company’s ownership should occur, there would also be an annual limitation of the amount of the NOL carryforwards available for use. No tax benefit has been reported in the consolidated financial statements as, in the opinion of management, it is more likely than not that all of the deferred income tax assets will not be realized and the NOL carryforwards will expire unused. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. If the Company were to determine that it would be able to realize its deferred income tax assets in the future in excess of the net recorded amount, an adjustment to reduce the valuation allowance would increase net income or decrease net loss in the period such determination was made. Interest and penalties associated with any underpayment of income taxes would be classified as income tax provision in the statements of comprehensive loss. The Company has elected to present revenues net of any tax collected. Deferred income tax assets as of December 31, 2016 and 2015 comprised the following: 2016 2015 Net operating loss carryforwards $ 4,959,900 $ 4,408,800 Related-party accruals 1,564,700 1,165,900 Valuation allowance (6,524,600 ) (5,574,700 ) $ - $ - The income tax benefit differs from the amount determined by applying the U.S. federal income tax rate to pretax loss for the years ended December 31, 2016 and 2015 due to the following: 2016 2015 Income tax benefit based on U.S. statutory rate of 34% $ (909,100 ) $ (692,200 ) Stock issued for expenses - 269,100 Other (40,800 ) 94,000 Change in valuation allowance 949,900 329,100 $ - $ - The Company had no uncertain income tax positions as of December 31, 2016, and 2015. The Company files income tax returns in the U.S. federal and California jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local tax examinations for years before 2013. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of Medizone and the accounts of CFGH, a VIE. All material intercompany accounts and transactions have been eliminated. |
Use of Estimates, Policy [Policy Text Block] | Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of the contingent assets and liabilities as of the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Advertising Costs, Policy [Policy Text Block] | Advertising The Company expenses the costs of advertising as incurred. The Company did not incur any advertising expense for the years ended December 31, 2016 and 2015. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock Options The Company records compensation expense in connection with the granting of stock options and their vesting periods based on their fair values. The Company estimates the fair values of stock option awards issued to employees, consultants and others by using the Black-Scholes option-pricing model. For stock options with a service condition, the expense is measured at the grant date and expensed over the vesting period. For stock options with a performance condition, the expense is measured when it is probable that the performance condition will be met, subsequently re-measured at each reporting date, and trued up upon the final completion of the performance condition. |
Derivatives, Policy [Policy Text Block] | Common Stock Warrant Liability The Company accounts for the common stock warrants as liabilities. The fair value of the common stock warrant liability is determined at each reporting period-end, with the changes in fair value recognized as gain (loss) on change in fair value of warranty liability. The fair value of the warrants to purchase common stock is estimated using the Black-Scholes valuation model. The significant assumptions used in estimating the fair value of warrant liabilities include the exercise price, volatility of the stock underlying the warrant, risk-free interest rate, estimated fair value of the stock underlying the warrant and the estimated life of the warrant. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Trademark and Patents Trademark and patents are recorded at cost. Amortization is computed using the straight-line method over a period of seven years. The Company evaluates the recoverability of intangibles and reviews the amortization period on a continual basis. Several factors are used to evaluate intangibles, including management’s plans for future operations, recent operating results, and projected, undiscounted net cash flows. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Policy The Company recognizes revenue when it ships its products, title and risk of loss passes to customers, payment from the customer is reasonably assured and the price is fixed or determinable. The Company records customer deposits received in advance of shipping products as a liability. |
Inventory, Policy [Policy Text Block] | Inventory The Company’s inventory consists of its AsepticSure® product and is valued on a specific identification basis. The Company generally purchases its inventory as a finished product from unrelated manufacturing companies. The Company determined that there was no obsolete or excess inventory as of December 31, 2016, and 2015. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts payable, accrued expenses, notes payable and warrant liability. The carrying amounts of cash, accounts payable, and accrued expenses approximate their fair values because of the short-term nature of these instruments. The carrying amounts of the notes payable approximate fair values as the individual borrowings bear interest at rates that approximate market interest rates for similar debt instruments. The Company measures certain financial liabilities (warrant liability) at fair value on a recurring basis. The Company follows a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to measurements involving significant unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows: · Level 1 measurements are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. · Level 2 measurements are inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. · Level 3 measurements are unobservable inputs. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740) In February 2016, the FASB released ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting In October 2016, the FASB issued ASU No. 2016-17, Interests held Through Related Parties That are Under Common Control |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk The Company maintains its cash in bank deposit accounts which cash, at times, exceeds federally insured limits. As of December 31, 2016, the Company had approximately $229,000 of cash balances that exceeded U.S. federally insured limits. To date, the Company has not experienced a material loss or lack of access to its cash; however, no assurance can be provided that access to the Company’s cash will not be impacted by adverse conditions in the financial markets. |
ORGANIZATION AND SUMMARY OF S28
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The computations of basic and diluted net loss per common share are based on the weighted average number of common shares outstanding during the periods as follows: For the Three Months Ended September 30, 2017 2016 Numerator: Net loss $ (370,249 ) $ (424,521 ) Denominator: Weighted average number of common shares outstanding 401,673,199 371,151,459 Basic and diluted net loss per common share $ (0.00 ) $ (0.00 ) For the Nine Months Ended September 30, 2017 2016 Numerator: Net loss $ (1,622,122 ) $ (1,232,683 ) Denominator: Weighted average number of common shares outstanding 398,041,211 370,333,703 Basic and diluted net loss per common share $ (0.00 ) $ (0.00 ) | The computations of basic and diluted net loss per common share are based on the weighted average number of common shares outstanding during the years as follows: For the Years Ended 2016 2015 Numerator (net loss) $ (2,673,836 ) $ (2,035,922 ) Denominator (weighted average number of common shares outstanding) 375,118,494 355,464,753 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred income tax assets as of December 31, 2016 and 2015 comprised the following: 2016 2015 Net operating loss carryforwards $ 4,959,900 $ 4,408,800 Related-party accruals 1,564,700 1,165,900 Valuation allowance (6,524,600 ) (5,574,700 ) $ - $ - | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The income tax benefit differs from the amount determined by applying the U.S. federal income tax rate to pretax loss for the years ended December 31, 2016 and 2015 due to the following: 2016 2015 Income tax benefit based on U.S. statutory rate of 34% $ (909,100 ) $ (692,200 ) Stock issued for expenses - 269,100 Other (40,800 ) 94,000 Change in valuation allowance 949,900 329,100 $ - $ - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following as of December 31, 2016 and 2015: 2016 2015 Computers and software $ 2,938 $ 2,938 Furniture 2,075 2,075 5,013 5,013 Accumulated depreciation (5,013 ) (4,598 ) Property and equipment, net $ — $ 415 |
TRADEMARK AND PATENTS (Tables)
TRADEMARK AND PATENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Trademark and patents consist of the following as of December 31, 2016 and 2015: 2016 2015 Patent costs $ 415,251 $ 383,997 Trademark 770 770 416,021 384,767 Accumulated amortization (264,577 ) (208,681 ) Trademark and patents, net $ 151,444 $ 176,086 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Current Liabilities [Table Text Block] | Accrued expenses consist of the following as of December 31, 2016 and 2015: 2016 2015 Accrued interest $ 549,909 $ 529,015 Other accruals 42,712 25,819 Total $ 592,621 $ 554,834 |
ACCRUED EXPENSES - RELATED PA32
ACCRUED EXPENSES - RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses – related parties consist of the following as of December 31, 2016 and 2015: 2016 2015 Accrued payroll and consulting – related parties $ 422,334 $ 1,812,106 Accrued payroll taxes – related parties 116,553 116,553 Total $ 538,887 $ 1,928,659 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Notes payable consist of the following as of December 31, 2016 and 2015: 2016 2015 Unsecured notes payable to former directors and a family member of a former director, due at various dates in 1995, 1996 and 1997, interest at 8%. The Company has the right to repay the loans with restricted stock at $0.10 per share if alternative financings do not occur. These notes payable are in default. $ 182,676 $ 182,676 Unsecured notes payable to a third party in the amount of $50,000, due on September 8, 2018, interest at 12%. Accrued interest due semi-annually, January 5 and July 5 of each year. The note holder has the right to convert 20% of the then outstanding principal into common shares at $0.10 per share. 50,000 50,000 Unsecured notes payable to 10 stockholders, due on demand, interest at 10%. The Company is obligated to accept the principal at face value plus accrued interest as partial payment for shares the lenders may purchase from the Company upon exercise of the lenders’ option to acquire shares from the Company. 60,815 60,815 Unsecured notes payable to a third party in the amount of $25,000, due on September 17, 2018, interest at 12%. Accrued interest due semi-annually, January 5 and July 5 of each year. The note holder has the right to convert 20% of the then outstanding principal into common shares at $0.10 per share. 25,000 25,000 Unsecured notes payable to directors totaling $28,000 and a note payable to a third party in the amount of $9,000, due on April 22, 1995, interest at 8%. Each lender has the right to convert any portion of the principal and interest into common stock at a price per share equal to the price per share under a prior private placement transaction. These notes payable are in default. 37,000 37,000 Unsecured notes payable to a financing company, payable in nine monthly installments, interest ranging from 4.88% to 6.68%, mature in April, July and November 2017. 16,841 16,905 Total notes payable 372,332 372,396 Less notes payable current portion (297,332 ) (297,396 ) Total notes payable long term, net of current portion $ 75,000 $ 75,000 |
WARRANT LIABILITY (Tables)
WARRANT LIABILITY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The estimate was calculated using the following inputs: Input September 30, 2017 Risk-free interest rate 1.06 % Expected life 4 months Expected volatility 74.10 % Dividend yield 0.00 % Stock price $ 0.06 | The estimate was calculated using the following inputs: Input October 21, 2016 December 31, 2016 Risk-free interest rate .66 % 85 % Expected life in years 1 year 1 year Dividend yield — — Volatility 108.2 % 120.0 % Stock price $ 0.08 $ 0.11 |
COMMON STOCK OPTIONS (Tables)
COMMON STOCK OPTIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Disclosure Text Block Supplement [Abstract] | ||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | During 2017, the Company estimated the fair value of the stock options at the date of each grant based on the following weighted average assumptions: Risk-free interest rate 1.36% to 1.99 % Expected life 5 years Expected volatility 98.38% to 101.86 % Dividend yield 0.00 % | The Company estimated the fair value of the stock options for 2015 and 2016 at the date of the grant, based on the following weighted average assumptions: Risk-free interest rate 1.52 % to 1.60 % Expected life 5 years Expected volatility 131.33 % to 136.34 % Dividend yield 0.00 % Risk-free interest rate 1.85 % Expected life 5 years Expected volatility 130.34 % Dividend yield 0.00 % |
Share-based Compensation, Stock Options, Activity [Table Text Block] | The following is a summary of the status of the Company’s outstanding options as of September 30, 2017 and changes during the nine months then ended: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value As of December 31, 2016 20,715,000 $ 0.143 2.08 $ 261,220 Granted 6,900,000 0.097 Expired and canceled (7,300,000 ) 0.206 Exercised - - As of September 30, 2017 20,315,000 0.105 3.69 - Exercisable 19,740,000 0.105 3.65 - | A summary of the status of the Company’s outstanding options as of December 31, 2016 and changes during the year then ended is presented below: Shares Weighted Average Exercise Price Outstanding, January 1, 2016 20,965,000 $ 0.18 Granted 150,000 0.00 Expired/Canceled (400,000 ) 0.10 Outstanding, December 31, 2016 20,715,000 0.14 Exercisable 19,640,000 0.14 |
BASIC AND DILUTED NET LOSS PE36
BASIC AND DILUTED NET LOSS PER COMMON SHARE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The computations of basic and diluted net loss per common share are based on the weighted average number of common shares outstanding during the periods as follows: For the Three Months Ended September 30, 2017 2016 Numerator: Net loss $ (370,249 ) $ (424,521 ) Denominator: Weighted average number of common shares outstanding 401,673,199 371,151,459 Basic and diluted net loss per common share $ (0.00 ) $ (0.00 ) For the Nine Months Ended September 30, 2017 2016 Numerator: Net loss $ (1,622,122 ) $ (1,232,683 ) Denominator: Weighted average number of common shares outstanding 398,041,211 370,333,703 Basic and diluted net loss per common share $ (0.00 ) $ (0.00 ) | The computations of basic and diluted net loss per common share are based on the weighted average number of common shares outstanding during the years as follows: For the Years Ended 2016 2015 Numerator (net loss) $ (2,673,836 ) $ (2,035,922 ) Denominator (weighted average number of common shares outstanding) 375,118,494 355,464,753 Basic and diluted net loss per common share $ (0.01 ) $ (0.01 ) |
EQUITY TRANSACTIONS (Tables)
EQUITY TRANSACTIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | During 2017, the Company estimated the fair value of the stock options at the date of each grant based on the following weighted average assumptions: Risk-free interest rate 1.36% to 1.99 % Expected life 5 years Expected volatility 98.38% to 101.86 % Dividend yield 0.00 % | The Company estimated the fair value of the stock options for 2015 and 2016 at the date of the grant, based on the following weighted average assumptions: Risk-free interest rate 1.52 % to 1.60 % Expected life 5 years Expected volatility 131.33 % to 136.34 % Dividend yield 0.00 % Risk-free interest rate 1.85 % Expected life 5 years Expected volatility 130.34 % Dividend yield 0.00 % |
Share-based Compensation, Stock Options, Activity [Table Text Block] | The following is a summary of the status of the Company’s outstanding options as of September 30, 2017 and changes during the nine months then ended: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value As of December 31, 2016 20,715,000 $ 0.143 2.08 $ 261,220 Granted 6,900,000 0.097 Expired and canceled (7,300,000 ) 0.206 Exercised - - As of September 30, 2017 20,315,000 0.105 3.69 - Exercisable 19,740,000 0.105 3.65 - | A summary of the status of the Company’s outstanding options as of December 31, 2016 and changes during the year then ended is presented below: Shares Weighted Average Exercise Price Outstanding, January 1, 2016 20,965,000 $ 0.18 Granted 150,000 0.00 Expired/Canceled (400,000 ) 0.10 Outstanding, December 31, 2016 20,715,000 0.14 Exercisable 19,640,000 0.14 |
ORGANIZATION AND SUMMARY OF S38
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Oct. 26, 2016 | Oct. 21, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Common Stock Equivalents, Value | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||
Operating Loss Carryforwards | $ 12,451,000 | ||||
Operating Loss Carryforwards, Expiration Date | 2,035 | ||||
Liability for Uncertainty in Income Taxes, Current | $ 0 | $ 0 | |||
Cash, Uninsured Amount | $ 229,000 | ||||
Employee Stock Option [Member] | |||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 20,315,000 | 20,715,000 | |||
Trademarks [Member] | |||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||
Computer Equipment [Member] | |||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Office Equipment [Member] | |||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 5 years |
ORGANIZATION AND SUMMARY OF S39
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Earnings Per Share, Basic and Diluted [Abstract] | ||||||
Numerator (net loss) | $ (370,249) | $ (424,521) | $ (1,622,122) | $ (1,232,683) | $ (2,673,836) | $ (2,035,922) |
Denominator (weighted average number of common shares outstanding) | 401,673,199 | 371,151,459 | 398,041,211 | 370,333,703 | 375,118,494 | 355,464,753 |
Basic and diluted net loss per common share | $ 0 | $ 0 | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
ORGANIZATION AND SUMMARY OF S40
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carryforwards | $ 4,959,900 | $ 4,408,800 |
Related-party accruals | 1,564,700 | 1,165,900 |
Valuation allowance | (6,524,600) | (5,574,700) |
$ 0 | $ 0 |
ORGANIZATION AND SUMMARY OF S41
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Income tax benefit based on U.S. statutory rate of 34% | $ (909,100) | $ (692,200) |
Stock issued for expenses | 0 | 269,100 |
Other | (40,800) | 94,000 |
Change in valuation allowance | 949,900 | 329,100 |
$ 0 | $ 0 |
ORGANIZATION AND SUMMARY OF S42
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Effective Income Tax Rate Reconciliation (Parentheticals) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Income tax benefit statutory rate | 34.00% | 34.00% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 415 | $ 415 |
PROPERTY AND EQUIPMENT (Detail
PROPERTY AND EQUIPMENT (Details) - Schedule of Property, Plant and Equipment - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | $ 5,013 | $ 5,013 | |
Accumulated depreciation | (5,013) | (4,598) | |
Property and equipment, net | $ 0 | 0 | 415 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 2,938 | 2,938 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | $ 2,075 | $ 2,075 |
TRADEMARK AND PATENTS (Details)
TRADEMARK AND PATENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | ||
Amortization of Intangible Assets | $ 55,896 | $ 53,027 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 51,331 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 38,750 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 25,086 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 17,543 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 10,297 | |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | $ 8,437 |
TRADEMARK AND PATENTS (Details
TRADEMARK AND PATENTS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 416,021 | $ 384,767 |
Accumulated amortization | (264,577) | (208,681) |
Trademark and patents, net | 151,444 | 176,086 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | 415,251 | 383,997 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 770 | $ 770 |
ACCOUNTS PAYABLE - RELATED PA47
ACCOUNTS PAYABLE - RELATED PARTIES (Details) - USD ($) | 1 Months Ended | |||
Jul. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
ACCOUNTS PAYABLE - RELATED PARTIES (Details) [Line Items] | ||||
Accounts Payable, Related Parties, Current | $ 19,704 | $ 0 | $ 233,109 | |
Accounts Payable [Member] | ||||
ACCOUNTS PAYABLE - RELATED PARTIES (Details) [Line Items] | ||||
Debt Conversion, Converted Instrument, Amount | $ 228,109 |
ACCRUED EXPENSES (Details) - Sc
ACCRUED EXPENSES (Details) - Schedule of Accrued Liabilities - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Accrued Liabilities [Abstract] | |||
Accrued interest | $ 549,909 | $ 529,015 | |
Other accruals | 42,712 | 25,819 | |
Total | $ 622,620 | $ 592,621 | $ 554,834 |
ACCRUED EXPENSES - RELATED PA49
ACCRUED EXPENSES - RELATED PARTIES (Details) | 1 Months Ended |
Jul. 31, 2016USD ($) | |
Accounts Payable and Accrued Liabilities [Member] | |
ACCRUED EXPENSES - RELATED PARTIES (Details) [Line Items] | |
Debt Conversion, Converted Instrument, Amount | $ 1,389,772 |
ACCRUED EXPENSES - RELATED PA50
ACCRUED EXPENSES - RELATED PARTIES (Details) - Schedule of Accrued Liabilities - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Accrued Liabilities [Abstract] | |||
Accrued payroll and consulting – related parties | $ 422,334 | $ 1,812,106 | |
Accrued payroll taxes – related parties | 116,553 | 116,553 | |
Total | $ 681,044 | $ 538,887 | $ 1,928,659 |
NOTES PAYABLE (Details) - Sche
NOTES PAYABLE (Details) - Schedule of Debt - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Note Payable | $ 372,332 | $ 372,396 | |
Less notes payable current portion | $ (368,419) | (297,332) | (297,396) |
Note Payable | $ 0 | 75,000 | 75,000 |
Loans Payable [Member] | Unsecured Note 1 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Note Payable | 182,676 | 182,676 | |
Loans Payable [Member] | Unsecured Note 2 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Note Payable | 50,000 | 50,000 | |
Loans Payable [Member] | Unsecured Note 3 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Note Payable | 60,815 | 60,815 | |
Loans Payable [Member] | Unsecured Note 4 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Note Payable | 25,000 | 25,000 | |
Loans Payable [Member] | Unsecured Note 5 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Note Payable | 37,000 | 37,000 | |
Loans Payable [Member] | Unsecured Note 6 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt [Line Items] | |||
Note Payable | $ 16,841 | $ 16,905 |
NOTES PAYABLE (Details) - Sc52
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) | 12 Months Ended | ||
Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | Jul. 31, 2016USD ($) | |
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Notes Payable, Amount | $ 1,617,881 | ||
Loans Payable [Member] | Unsecured Note 1 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Due | Various dates in 1995, 1996 and 1997 | Various dates in 1995, 1996 and 1997 | |
Interest | 8.00% | 8.00% | |
Note Repayment Term | The Company has the right to repay the loans with restricted stock at $0.10 per share if alternative financings do not occur. | The Company has the right to repay the loans with restricted stock at $0.10 per share if alternative financings do not occur. | |
Loans Payable [Member] | Unsecured Note 2 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Interest | 12.00% | 12.00% | |
Note Repayment Term | Accrued interest due semi-annually, January 5 and July 5 of each year. | Accrued interest due semi-annually, January 5 and July 5 of each year. | |
Due | Sep. 8, 2018 | Sep. 8, 2018 | |
Note Conversion | The note holder has the right to convert 20% of the then outstanding principal into common shares at $0.10 per share. | The note holder has the right to convert 20% of the then outstanding principal into common shares at $0.10 per share. | |
Note Conversion | $ / shares | $ 0.10 | $ 0.10 | |
Notes Payable, Amount | $ 50,000 | ||
Loans Payable [Member] | Unsecured Note 3 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Interest | 10.00% | 10.00% | |
Stockholders | 10 | 10 | |
Loans Payable [Member] | Unsecured Note 4 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Interest | 12.00% | 12.00% | |
Note Repayment Term | Accrued interest due semi-annually, January 5 and July 5 of each year. | Accrued interest due semi-annually, January 5 and July 5 of each year. | |
Due | Sep. 17, 2018 | Sep. 17, 2018 | |
Note Conversion | The note holder has the right to convert 20% of the then outstanding principal into common shares at $0.10 per share. | The note holder has the right to convert 20% of the then outstanding principal into common shares at $0.10 per share. | |
Note Conversion | $ / shares | $ 0.10 | $ 0.10 | |
Notes Payable, Amount | $ 25,000 | ||
Loans Payable [Member] | Unsecured Note 5 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Interest | 8.00% | 8.00% | |
Due | Apr. 22, 1995 | Apr. 22, 1995 | |
Note Conversion | Each lender has the right to convert any portion of the principal and interest into common stock at a price per share equal to the price per share under a prior private placement transaction. | Each lender has the right to convert any portion of the principal and interest into common stock at a price per share equal to the price per share under a prior private placement transaction. | |
Note Default | These notes payable are in default. | These notes payable are in default. | |
Loans Payable [Member] | Unsecured Note 5 [Member] | Third Party Debt [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Notes Payable, Amount | $ 9,000 | $ 9,000 | |
Loans Payable [Member] | Unsecured Note 6 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Due | April, July and November 2017 | April, July and November 2017 | |
Note Repayment Term | Nine monthly installments | Nine monthly installments | |
Loans Payable [Member] | Minimum [Member] | Unsecured Note 6 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Interest | 4.88% | 4.88% | |
Loans Payable [Member] | Maximum [Member] | Unsecured Note 6 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Interest | 6.68% | 6.68% | |
Loans Payable [Member] | Director [Member] | Unsecured Note 5 [Member] | |||
NOTES PAYABLE (Details) - Schedule of Debt (Parentheticals) [Line Items] | |||
Notes Payable, Amount | $ 28,000 | $ 28,000 |
NOTES PAYABLE - RELATED PARTI53
NOTES PAYABLE - RELATED PARTIES (Details) | 1 Months Ended |
Jul. 31, 2016USD ($) | |
NOTES PAYABLE - RELATED PARTIES (Details) [Line Items] | |
Number of Notes | 3 |
Debt Instrument, Face Amount | $ 1,617,881 |
Officer [Member] | |
NOTES PAYABLE - RELATED PARTIES (Details) [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 2.00% |
Accounts Payable [Member] | |
NOTES PAYABLE - RELATED PARTIES (Details) [Line Items] | |
Debt Conversion, Converted Instrument, Amount | $ 228,109 |
Accounts Payable and Accrued Liabilities [Member] | |
NOTES PAYABLE - RELATED PARTIES (Details) [Line Items] | |
Debt Conversion, Converted Instrument, Amount | $ 1,389,772 |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) - USD ($) | Oct. 26, 2016 | Oct. 21, 2016 | Oct. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Disclosure Text Block [Abstract] | |||||||||
Warrant, Description | In October 2016, the Company issued warrants to purchase from the Company up to $1,000,000 in common stock with the number of shares determined based on a 40% discount to the 20-day average stock price prior to the date of exercise. | In October 2016, the Company issued warrants to purchase up to $1,000,000 in common stock with the number of shares determined based on a 20-day average stock price prior to the date of exercise with the exercise prices discounted 40%. | number of shares determined based on a 20-day average stock price prior to the date of exercise with the exercise prices discounted 40% | ||||||
Common Stock Equivalents, Value | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||
Derivative Liability, Current | $ 937,951 | $ 937,951 | $ 700,512 | $ 700,512 | 985,163 | $ 0 | |||
Derivative, Gain (Loss) on Derivative, Net | $ 54,982 | $ 0 | $ 284,651 | $ 0 | $ (47,212) | $ 0 |
WARRANT LIABILITY (Details) - F
WARRANT LIABILITY (Details) - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques - $ / shares | Oct. 21, 2016 | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Abstract] | |||
Risk-free interest rate | 0.66% | 1.06% | 85.00% |
Expected life in years | 1 year | 4 months | 1 year |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility | 108.20% | 74.10% | 120.00% |
Stock price (in Dollars per share) | $ 0.08 | $ 0.06 | $ 0.11 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 15, 2017USD ($)shares | Mar. 01, 2017USD ($) | Feb. 28, 2017 | May 08, 2002USD ($) | Dec. 31, 2016USD ($) | Jul. 31, 2016USD ($) | Sep. 30, 2017USD ($)shares | Sep. 30, 2017CADshares | Dec. 31, 2016USD ($) | Dec. 31, 2016CAD | Dec. 31, 2002USD ($) | Dec. 31, 2001USD ($) | Dec. 31, 2015USD ($) |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Accounts Payable, Current | $ 459,654 | $ 661,771 | $ 459,654 | $ 491,044 | |||||||||
Accounts Payable, Other, Current | $ 224,852 | 224,852 | 224,852 | 224,852 | |||||||||
Other Commitments, Description | the Company terminated a Distribution and License Agreement with a distributor due to lack of market development related to the Company’s product by the distributor. In connection with the termination agreement, the Company negotiated the return of five disinfection units on or before January 17, 2017 for $25,000 per unit | ||||||||||||
Number of Notes | 3 | ||||||||||||
Debt Instrument, Face Amount | $ 1,617,881 | ||||||||||||
Employment Agreement, Base Salary | $ 225,000 | ||||||||||||
Employment Agreement, Bonus Terms | a potential target bonus of up to 50% of base salary based on performance goals determined by the Board of Directors of the Company (“Board”) | ||||||||||||
Employee-related Liabilities, Current | $ 123,750 | ||||||||||||
Rakas Litigation [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Loss Contingency, Damages Sought, Value | $ 25,000 | ||||||||||||
Ontario, Canada [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Lease Expiration Date | Jun. 29, 2018 | Jun. 29, 2018 | |||||||||||
California [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Lease Expiration Date | Apr. 30, 2017 | Apr. 30, 2017 | |||||||||||
Description of Lessee Leasing Arrangements, Operating Leases | In February 2017, the Company gave 60-days’ notice that the lease would be terminated as of April 30, 2017 and has no further obligation under the lease. | In February 2017, the Company gave 60-days’ notice that the lease would be terminated as of April 30, 2017 and has no further obligation under the lease. | |||||||||||
Minimum [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 months | ||||||||||||
Maximum [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | ||||||||||||
Accounts Payable - Related Party [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Debt Conversion, Converted Instrument, Amount | 228,109 | ||||||||||||
Accrued Expenses - Related Party [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,389,772 | ||||||||||||
Settlement Amount, September 2001 [Member] | Rakas Litigation [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 25,000 | ||||||||||||
Default Judgement [Member] | Rakas Litigation [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Accounts Payable, Current | $ 143,000 | $ 143,000 | 143,000 | $ 143,000 | |||||||||
Default Judgement [Member] | Settlement Amount, January 2002 [Member] | Rakas Litigation [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Loss Contingency, Damages Sought, Value | $ 143,000 | ||||||||||||
Litigation Fees [Member] | Rakas Litigation [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Accounts Payable, Current | $ 21,308 | 21,308 | |||||||||||
Chief Executive Officer [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Employment Agreement, Base Salary | $ 250,000 | ||||||||||||
Employment Agreement, Bonus Terms | an initial target bonus of up to 65% of annual base salary based on targets established by the Board of Directors | ||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 1,000,000 | 1,000,000 | |||||||||||
Chief Executive Officer [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 1,000,000 | ||||||||||||
Chief Executive Officer [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares | 1,000,000 | ||||||||||||
Building [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 2,556 | ||||||||||||
Lease Expiration Date | Apr. 30, 2017 | Apr. 30, 2017 | |||||||||||
Building [Member] | Ontario, Canada [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | CAD | CAD 3,550 | ||||||||||||
Building [Member] | Kalamazoo, Michigan [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 1,000 | ||||||||||||
Building [Member] | California [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 2,556 | ||||||||||||
Certified Laboratory Space [Member] | |||||||||||||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | CAD | CAD 3,550 |
EQUITY TRANSACTIONS (Details)
EQUITY TRANSACTIONS (Details) | Oct. 26, 2016 | Oct. 21, 2016$ / shares | May 31, 2017$ / sharesshares | Oct. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | May 31, 2016USD ($)$ / sharesshares | Jan. 31, 2016USD ($)$ / sharesshares | Nov. 30, 2015USD ($)$ / sharesshares | Aug. 31, 2015USD ($)$ / sharesshares | Feb. 28, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / shares | Jun. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 15, 2016shares | Dec. 14, 2016shares |
EQUITY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,000,000 | 8,333,334 | 4,000,000 | |||||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 500,000 | $ 160,000 | ||||||||||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ / shares | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | ||||||||||||||||
Number of Investors | 3 | |||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 250,000 | 500,000 | ||||||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 17,500 | $ 48,000 | $ 48,000 | |||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.05 | $ 0.07 | $ 0.096 | $ 0.06 | $ 0.06 | $ 0.05 | ||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 160,000 | $ 500,000 | $ 1,160,000 | $ 1,676,000 | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 20,000,000 | 20,000,000 | ||||||||||||||||||
Proceeds from Warrant Exercises (in Dollars) | $ | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||||
Preferred Stock, Shares Issued | 0 | |||||||||||||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 395,000,000 | 395,000,000 | 500,000,000 | 395,000,000 | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 500,000 | |||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures (in Dollars) | $ | $ 48,000 | |||||||||||||||||||
Share-based Compensation (in Dollars) | $ | $ 17,500 | $ 48,000 | $ 807,610 | $ 48,000 | $ 48,000 | $ 791,390 | ||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.08 | $ 0.06 | $ 0.06 | $ 0.11 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 10,000,000 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 6,650,000 | |||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 1,000,000 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 350,000 | 350,000 | ||||||||||||||||||
Allocated Share-based Compensation Expense (in Dollars) | $ | $ 89,549 | $ 0 | $ 807,610 | $ 48,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,900,000 | 150,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 20,315,000 | 20,315,000 | 20,715,000 | 20,965,000 | ||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ | $ 104,647 | |||||||||||||||||||
Class of Warrant or Rights, Granted | 750,000 | 1,000,000 | ||||||||||||||||||
Warrant, Description | In October 2016, the Company issued warrants to purchase from the Company up to $1,000,000 in common stock with the number of shares determined based on a 40% discount to the 20-day average stock price prior to the date of exercise. | In October 2016, the Company issued warrants to purchase up to $1,000,000 in common stock with the number of shares determined based on a 20-day average stock price prior to the date of exercise with the exercise prices discounted 40%. | number of shares determined based on a 20-day average stock price prior to the date of exercise with the exercise prices discounted 40% | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.10 | |||||||||||||||||||
Warrant Term | 3 years | |||||||||||||||||||
Performance Milestones [Member] | ||||||||||||||||||||
EQUITY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 2,000,000 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
EQUITY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.06 | $ 0.06 | ||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
EQUITY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 0.10 | $ 0.10 | ||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||
EQUITY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||
Allocated Share-based Compensation Expense (in Dollars) | $ | $ 210,000 | |||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,000,000 | |||||||||||||||||||
Chief Executive Officer [Member] | Modification of Vesting Options [Member] | ||||||||||||||||||||
EQUITY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Stock Options, Requisite Service Period Recognition (in Dollars) | $ | $ 89,064 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 750,000 | |||||||||||||||||||
Chief Executive Officer [Member] | Modification of Exercisability of Options [Member] | ||||||||||||||||||||
EQUITY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Stock Options, Requisite Service Period Recognition (in Dollars) | $ | $ 14,460 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 21 days | ||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||
EQUITY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,000,000 | 2,600,000 | 300,000 | 3,000,000 | 7,500,000 | |||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 1,000,000 | $ 130,000 | $ 21,000 | $ 150,000 | $ 375,000 | |||||||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ / shares | $ 0.10 | $ 0.05 | $ 0.07 | $ 0.05 | $ 0.05 | |||||||||||||||
Number of Investors | 5 | 7 | 8 | |||||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||||||
EQUITY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||
Share-based Compensation (in Dollars) | $ | $ 0 | $ 791,390 | ||||||||||||||||||
Allocated Share-based Compensation Expense (in Dollars) | $ | $ 494,086 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 575,000 | 575,000 | ||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ | $ 44,000 | $ 44,000 | ||||||||||||||||||
Performance Milestones [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||
EQUITY TRANSACTIONS (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 1,000,000 |
COMMON STOCK OPTIONS (Details)
COMMON STOCK OPTIONS (Details) | Oct. 21, 2016 | Dec. 04, 2014$ / sharesshares | Oct. 07, 2014USD ($)$ / sharesshares | Aug. 15, 2014 | May 06, 2014$ / sharesshares | Feb. 26, 2014USD ($)$ / sharesshares | May 31, 2016USD ($) | Jan. 31, 2016USD ($) | Aug. 31, 2015$ / sharesshares | Aug. 31, 2013$ / sharesshares | May 31, 2012$ / sharesshares | Sep. 30, 2017USD ($)shares | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares |
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,900,000 | 150,000 | |||||||||||||
Share-based Compensation (in Dollars) | $ | $ 17,500 | $ 48,000 | $ 807,610 | $ 48,000 | $ 48,000 | $ 791,390 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 10,000,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 350,000 | ||||||||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | ||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ | $ 104,647 | ||||||||||||||
2014 Equity Compensation Plan [Mmember] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,000,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | ||||||||||||||
2016 Equity Incentive Award Plan [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 10,000,000 | ||||||||||||||
Non-Employee Stock Option [Member] | Options Granted for Distribution Channel Related Services [Member] | May 2012 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,000,000 | ||||||||||||||
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $ / shares | $ 0.17 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||||||||||
Share-based Compensation (in Dollars) | $ | $ 69,300 | ||||||||||||||
Non-Employee Stock Option [Member] | Consultant [Member] | August 2013 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | ||||||||||||||
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $ / shares | $ 0.10 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||||||||||
Non-Employee Stock Option [Member] | Consultant [Member] | August 2013 [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 | ||||||||||||||
Non-Employee Stock Option [Member] | Consultant [Member] | August 2013 [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 200,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vesting upon the achievement of certain milestones | ||||||||||||||
Non-Employee Stock Option [Member] | Consultant [Member] | February 2014 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | ||||||||||||||
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $ / shares | $ 0.1095 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||||||||||
Share-based Compensation (in Dollars) | $ | 800 | ||||||||||||||
Number of consultants and service providers issued options | 6 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Fair Value Grants in Period (in Dollars) | $ | $ 24,023 | ||||||||||||||
Non-Employee Stock Option [Member] | Consultant [Member] | February 2014 [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 200,000 | ||||||||||||||
Non-Employee Stock Option [Member] | Consultant [Member] | February 2014 [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 | ||||||||||||||
Non-Employee Stock Option [Member] | Consultant [Member] | May 6, 2014 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | ||||||||||||||
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $ / shares | $ 0.19 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||||||||||
Share-based Compensation (in Dollars) | $ | 8,342 | ||||||||||||||
Non-Employee Stock Option [Member] | Consultant [Member] | May 6, 2014 [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 | ||||||||||||||
Non-Employee Stock Option [Member] | Consultant [Member] | May 6, 2014 [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 | ||||||||||||||
Non-Employee Stock Option [Member] | Consultant [Member] | August 15, 2014 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The required milestones have been met and the shares are fully vested. | ||||||||||||||
Non-Employee Stock Option [Member] | Consultant [Member] | December 4, 2014 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 140,000 | ||||||||||||||
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $ / shares | $ 0.11 | ||||||||||||||
Share-based Compensation (in Dollars) | $ | 13,461 | ||||||||||||||
Number of consultants and service providers issued options | 4 | ||||||||||||||
Employee Stock Option [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation (in Dollars) | $ | $ 0 | 791,390 | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ | $ 44,000 | ||||||||||||||
Employee Stock Option [Member] | Consultant [Member] | August 2013 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation (in Dollars) | $ | 17,659 | ||||||||||||||
Employee Stock Option [Member] | Director [Member] | February 2014 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,000,000 | ||||||||||||||
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $ / shares | $ 0.1095 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||||||||||
Share-based Compensation (in Dollars) | $ | 16,017 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 1,000,000 vested February 26, 2015 and the remaining 1,000,000 options will vest upon the successful achievement of certain milestones. Unvested options vest immediately in the event of a change in control of the Company | ||||||||||||||
Employee Stock Option [Member] | Director [Member] | February 2014 [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 1,000,000 | ||||||||||||||
Employee Stock Option [Member] | Director [Member] | October 7, 2014 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,000,000 | ||||||||||||||
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $ / shares | $ 0.16 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||||||||||
Share-based Compensation (in Dollars) | $ | 105,133 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 1,000,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Fair Value Grants in Period (in Dollars) | $ | $ 140,178 | ||||||||||||||
Employee Stock Option [Member] | Director [Member] | August 15, 2014 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value (in Dollars) | $ | $ 1,597,426 | ||||||||||||||
Stock Options for Services [Member] | August 2015 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 7,150,000 | ||||||||||||||
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $ / shares | $ 0.088 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||||||||||
Share-based Compensation (in Dollars) | $ | 541,687 | ||||||||||||||
Stock Options for Services [Member] | Director [Member] | August 2015 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,000,000 | ||||||||||||||
Number of directors issued options | 5 | ||||||||||||||
Stock Options for Services [Member] | Four Consultants [Member] | August 2015 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 650,000 | ||||||||||||||
Number of consultants and service providers issued options | 4 | ||||||||||||||
Stock Options for Services [Member] | Employee [Member] | August 2015 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 500,000 | ||||||||||||||
Stock Options for Services [Member] | Consultant [Member] | August 2015 [Member] | |||||||||||||||
COMMON STOCK OPTIONS (Details) [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | ||||||||||||||
Share-based Compensation by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | $ / shares | $ 0.085 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||||||||||
Share-based Compensation (in Dollars) | $ | $ 18,991 |
COMMON STOCK OPTIONS (Details)
COMMON STOCK OPTIONS (Details) - Schedule of Fair Value Assumptions of Stock Options | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
COMMON STOCK OPTIONS (Details) - Schedule of Fair Value Assumptions of Stock Options [Line Items] | |||
Risk-free interest rate | 1.85% | 1.60% | |
Expected life | 5 years | 5 years | |
Expected volatility | 130.34% | 136.34% | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
COMMON STOCK OPTIONS (Details) - Schedule of Fair Value Assumptions of Stock Options [Line Items] | |||
Risk-free interest rate | 1.36% | 1.52% | |
Expected volatility | 98.38% | 131.33% | |
Maximum [Member] | |||
COMMON STOCK OPTIONS (Details) - Schedule of Fair Value Assumptions of Stock Options [Line Items] | |||
Risk-free interest rate | 1.99% | ||
Expected life | 5 years | ||
Expected volatility | 101.86% |
COMMON STOCK OPTIONS (Detail60
COMMON STOCK OPTIONS (Details) - Schedule of Share-Based Compensation, Stock Options, Activity - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Schedule of Share-Based Compensation, Stock Options, Activity [Abstract] | ||
Outstanding, January 1, 2016 | 20,715,000 | 20,965,000 |
Outstanding, January 1, 2016 | $ 0.143 | $ 0.18 |
Granted | 6,900,000 | 150,000 |
Granted | $ 0.097 | $ 0 |
Expired/Canceled | (7,300,000) | (400,000) |
Expired/Canceled | $ 0.206 | $ 0.10 |
Outstanding, December 31, 2016 | 20,315,000 | 20,715,000 |
Outstanding, December 31, 2016 | $ 0.105 | $ 0.143 |
Exercisable | 19,740,000 | 19,640,000 |
Exercisable | $ 0.105 | $ 0.14 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | May 31, 2016 | Jan. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Retained Earnings (Accumulated Deficit) | $ (39,694,304) | $ (38,072,182) | $ (35,398,346) | |||||
Working capital (deficit) | (4,493,869) | (4,126,861) | ||||||
Stockholders' Equity Attributable to Parent | $ (4,365,011) | $ (4,046,145) | $ (2,569,234) | $ (3,021,832) | ||||
Substantial Doubt about Going Concern, Conditions or Events | The Company believes that it will need approximately $1,500,000 during the next 12 months for continued product manufacturing, research, development and marketing activities, as well as for limited general corporate purposes. | The Company believes that it will need approximately $1,500,000 during the next 12 months for continued production manufacturing research, development, and marketing activities, as well as for general corporate purposes. | ||||||
Proceeds from Issuance or Sale of Equity | $ 500,000 | $ 160,000 | ||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 4,000,000 | 8,333,334 | 4,000,000 | |||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 0.04 | $ 0.04 | ||||||
Proceeds from Warrant Exercises | $ 1,000,000 | $ 1,000,000 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 20,000,000 | 20,000,000 | ||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.05 | $ 0.06 | $ 0.05 | $ 0.07 | $ 0.096 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Mar. 01, 2017 | Feb. 28, 2017 | Feb. 02, 2017 | Nov. 08, 2017 | Oct. 31, 2017 | May 31, 2017 | Oct. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | May 31, 2016 | Jan. 31, 2016 |
SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,900,000 | 150,000 | ||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 1,000,000 | |||||||||||
Class of Warrant or Rights, Granted | 750,000 | 1,000,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.10 | |||||||||||
Stock Issued During Period, Shares, New Issues | 4,000,000 | 8,333,334 | 4,000,000 | |||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.05 | $ 0.06 | $ 0.05 | $ 0.07 | $ 0.096 | |||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 500,000 | $ 160,000 | ||||||||||
Subsequent Event [Member] | ||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,700,000 | |||||||||||
Subsequent Event, Description | On February 28, 2017, the Company entered into separation and release agreements (Separation Agreements) with our former Chairman and CEO, Edwin Marshall, and our former Director of Operation, Dr. Jill Marshall. The Separation Agreements include principal payment schedules for promissory notes issued to these individuals and modify the terms of common stock option awards granted to them under the 2014 Equity Incentive Plan by increasing the exercise period of the grants from three weeks to three years following termination. | |||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 1,000,000 | |||||||||||
Class of Warrant or Rights, Granted | 1,000,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.10 | |||||||||||
Stock Issued During Period, Shares, New Issues | 2,000,000 | |||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.05 | |||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 100,000 | |||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||||
Stock Granted, Value, Share-based Compensation, Gross (in Dollars) | $ 1,000,000 | |||||||||||
Subsequent Event [Member] | Share-based Compensation Award, Tranche One [Member] | Chief Executive Officer [Member] | ||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 750,000 | |||||||||||
Subsequent Event [Member] | Share-based Compensation Award, Tranche Two [Member] | Chief Executive Officer [Member] | ||||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 |
BASIC AND DILUTED NET LOSS PE63
BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Employee Stock Option [Member] | ||
BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,315,000 | 20,715,000 |
Warrant [Member] | ||
BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 750,000 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Description | warrants to purchase up to $1,000,000 of common stock, with the number of shares determined based on a 40% discount of the 20-day average stock price prior to the date of exercise |
BASIC AND DILUTED NET LOSS PE64
BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Earnings Per Share, Basic and Diluted [Abstract] | ||||||
Numerator: Net loss | $ (370,249) | $ (424,521) | $ (1,622,122) | $ (1,232,683) | $ (2,673,836) | $ (2,035,922) |
Denominator: Weighted average number of common shares outstanding | 401,673,199 | 371,151,459 | 398,041,211 | 370,333,703 | 375,118,494 | 355,464,753 |
Basic and diluted net loss per common share | $ 0 | $ 0 | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
INVENTORY (Details)
INVENTORY (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Inventory Disclosure [Abstract] | |
Number of Units Returned | 5 |
Unit, Discount Rate | $ 25,000 |
WARRANT LIABILITY (Details) -66
WARRANT LIABILITY (Details) - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques - $ / shares | Oct. 21, 2016 | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Abstract] | |||
Risk-free interest rate | 0.66% | 1.06% | 85.00% |
Expected life | 1 year | 4 months | 1 year |
Expected volatility | 108.20% | 74.10% | 120.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Stock price (in Dollars per share) | $ 0.08 | $ 0.06 | $ 0.11 |
EQUITY TRANSACTIONS (Details) -
EQUITY TRANSACTIONS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
EQUITY TRANSACTIONS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |||
Risk-free interest rate | 1.85% | 1.60% | |
Expected life | 5 years | 5 years | |
Expected volatility | 130.34% | 136.34% | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
EQUITY TRANSACTIONS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |||
Risk-free interest rate | 1.36% | 1.52% | |
Expected volatility | 98.38% | 131.33% | |
Maximum [Member] | |||
EQUITY TRANSACTIONS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | |||
Risk-free interest rate | 1.99% | ||
Expected life | 5 years | ||
Expected volatility | 101.86% |
EQUITY TRANSACTIONS (Details)68
EQUITY TRANSACTIONS (Details) - Share-based Compensation, Stock Options, Activity - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation, Stock Options, Activity [Abstract] | |||
As of December 31, 2016 | 20,315,000 | 20,715,000 | 20,965,000 |
As of December 31, 2016 | $ 0.105 | $ 0.143 | $ 0.18 |
As of December 31, 2016 | 3 years 251 days | 2 years 29 days | |
As of December 31, 2016 | $ 261,220 | ||
Granted | 6,900,000 | 150,000 | |
Granted | $ 0.097 | $ 0 | |
Expired and canceled | (7,300,000) | (400,000) | |
Expired and canceled | $ 0.206 | $ 0.10 | |
Exercised | 0 | ||
Exercised | $ 0 | ||
As of September 30, 2017 | 20,315,000 | 20,715,000 | 20,965,000 |
As of September 30, 2017 | $ 0.105 | $ 0.143 | $ 0.18 |
As of September 30, 2017 | 3 years 251 days | 2 years 29 days | |
Exercisable | 19,740,000 | 19,640,000 | |
Exercisable | $ 0.105 | $ 0.14 | |
Exercisable | 3 years 237 days |