Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Aug. 14, 2017 | |
Details | ||
Registrant Name | SIGMA LABS, INC. | |
Registrant CIK | 788,611 | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2017 | |
Fiscal Year End | --12-31 | |
Trading Symbol | sglb | |
Tax Identification Number (TIN) | 271,865,814 | |
Number of common stock shares outstanding | 4,718,651 | |
Filer Category | Smaller Reporting Company | |
Current with reporting | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Incorporation, State Country Name | Nevada | |
Entity Address, Address Line One | 3900 Paseo del Sol | |
Entity Address, City or Town | Santa Fe | |
Entity Address, State or Province | NM | |
Entity Address, Postal Zip Code | 87,507 | |
City Area Code | 505 | |
Local Phone Number | 438-2576 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 2,691,487 | $ 398,391 |
Accounts Receivable, net | 105,725 | 288,236 |
Notes Receivable, net | 775,267 | 0 |
Inventory | 188,907 | 187,241 |
Prepaid Expense, Current | 49,896 | 36,056 |
Total current assets | 3,811,282 | 909,924 |
Property and Equipment, net | 446,449 | 564,933 |
Intangible Assets, net | 261,660 | 226,450 |
Investment in Joint Venture | 500 | 500 |
Prepaid Stock Compensation | 49,528 | 167,562 |
Total Other Assets | 758,137 | 959,445 |
TOTAL ASSETS | 4,569,419 | 1,869,369 |
Current liabilities: | ||
Accounts payable | 114,747 | 112,175 |
Notes Payable, Current Portion | 994,909 | 561,834 |
Accrued liabilities | 219,570 | 125,116 |
Total current liabilities | 1,329,226 | 799,125 |
Long-Term Liabilities | ||
Derivative liability | 0 | 93,206 |
Total Long-Term Liability | 0 | 93,206 |
TOTAL LIABILITIES | 1,329,226 | 892,331 |
Shareholders' deficit: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Common Stock, Value, Issued | 4,578 | 3,135 |
Additional paid-in capital | 16,046,185 | 10,734,857 |
Accumulated deficit | (12,810,570) | (9,760,954) |
Total shareholders' deficit | 3,240,193 | 977,038 |
Total liabilities and shareholders' deficit | $ 4,569,419 | $ 1,869,369 |
Condensed Balance Sheets (Unau3
Condensed Balance Sheets (Unaudited) - Parenthetical - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Details | ||
Notes Payable, Original Issue Discount | $ 5,091 | $ 69,703 |
Notes Payable, Debt Discount | $ 358,280 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 7,500,000 | 7,500,000 |
Common Stock, Shares, Issued | 4,577,651 | 3,133,789 |
Common Stock, Shares, Outstanding | 4,577,651 | 3,133,789 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Details | ||||
Revenues | $ 78,046 | $ 189,952 | $ 518,802 | $ 642,230 |
COST OF REVENUE | 81,214 | 69,259 | 267,160 | 207,744 |
GROSS PROFIT | (3,168) | 120,693 | 251,642 | 434,486 |
EXPENSES: | ||||
General and administrative expenses | 576,855 | 437,870 | 1,814,843 | 1,314,055 |
Payroll Expense | 295,890 | 259,010 | 973,172 | 727,494 |
Stock-Based Compensation | 199,225 | 105,641 | 505,630 | 236,554 |
Research and Development | 57,947 | 37,526 | 225,562 | 88,504 |
Total Expenses | 1,129,917 | 840,047 | 3,519,207 | 2,366,607 |
Other Nonoperating Income (Expense) | ||||
Interest Income | 13,675 | 35 | 26,616 | 288 |
Other Income- State Incentives | 2,500 | 0 | 154,568 | 0 |
Other Income-Decrease in fair value of derivative liabilities | 0 | 0 | 93,206 | 0 |
Other Expense - Debt discount amortization | 0 | 0 | (56,441) | 0 |
Nonoperating Income (Expense) | 16,175 | 35 | 217,949 | 288 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (1,116,910) | (719,320) | (3,049,616) | (1,931,833) |
Provision for income Taxes | 0 | 0 | 0 | 0 |
Net Income (Loss) | $ (1,116,910) | $ (719,320) | $ (3,049,616) | $ (1,931,833) |
Basic and diluted net loss per common share | $ (0.24) | $ (0.23) | $ (0.70) | $ (0.62) |
Basic and diluted weighted-average common shares outstanding | 4,574,460 | 3,129,675 | 4,330,565 | 3,121,821 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Net Cash Provided by (Used in) Operating Activities | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (3,049,616) | $ (1,931,833) |
Noncash Expenses: | ||
Amortization - Patents | 2,289 | 6,526 |
Depreciation | 134,865 | 131,879 |
Stock Compensation | 506,994 | 240,756 |
Revaluation of derivative liability and debt discount related to notes payable | (93,206) | 0 |
Note Payable original issue discount | 74,794 | 0 |
Note Payable debt discount amortization | 56,441 | 0 |
Change in assets and liabilities: | ||
Accounts Receivable | 182,511 | 160,623 |
Inventory | (1,666) | (64,530) |
Prepaid Assets | (13,840) | 4,590 |
Accounts Payable | 2,572 | 104,824 |
Notes Payable | 301,839 | 0 |
Accrued Expenses | 94,454 | 24,799 |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (1,801,569) | (1,322,366) |
Net Cash Provided by (Used in) Investing Activities | ||
Purchase of Furniture and Equipment | (16,381) | (26,907) |
Purchase of Intangible Assets | (37,498) | (61,556) |
Notes Receivable | (775,267) | 0 |
Investment in Joint Venture | 0 | 8,617 |
Loss on Investment in Joint Venture | 0 | 105 |
Net Cash Provided by (Used in) Investing Activities | (829,146) | (79,741) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock and warrants | 5,225,650 | 0 |
Amendment to Warrant Agreements | (301,839) | 0 |
Net Cash Provided by (Used in) Financing Activities | 4,923,811 | 0 |
NET CASH DECREASE FOR PERIOD | 2,293,096 | (1,402,107) |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 398,391 | 1,539,809 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 2,691,487 | 137,702 |
Supplemental Cash Flow Information | ||
Interest Paid | 50,418 | 0 |
Income Taxes Paid, Net | 0 | 0 |
Cash Flow, Noncash Investing and Financing Activities Disclosure | ||
Issuance of Common Stock for services | 85,408 | 152,265 |
Writeoff of Debt Discount | $ (301,839) | $ 0 |
NOTE 1 - Summary of Significant
NOTE 1 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
NOTE 1 - Summary of Significant Accounting Policies | NOTE 1 Summary of Significant Accounting Policies Nature of Business B6 Sigma, Inc., incorporated February 5, 2010, was founded by a group of scientists, engineers and businessmen to develop and commercialize novel and unique manufacturing and materials technologies. The Company believes that some of these technologies will fundamentally redefine conventional quality assurance and process control practices by embedding them into the manufacturing processes in real time, enabling process intervention and ultimately leading to closed loop process control. The Company anticipates that its core technologies will allow its clientele to combine advanced manufacturing quality assurance and process control protocols with novel materials to achieve breakthrough product potential in many industries including aerospace, defense, oil and gas, bio-medical, and power generation. Basis of Presentation Reclassification Loss Per Share Recently Enacted Accounting Standards Recent Accounting Standards Updates (ASU) through ASU No. 2015-01 contain technical corrections to existing guidance or affects guidance to specialized industries or situations. The Company has evaluated recently issued technical pronouncements and has determined that these updates have no current applicability to the Company or their effect on the financial statements would not have been significant. Accounting Estimates |
NOTE 2 - Stockholders' Equity
NOTE 2 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
NOTE 2 - Stockholders' Equity | NOTE 2 Stockholders Equity Common Stock Effective March 17, 2016, our Amended and Restated Articles of Incorporation were amended pursuant to a Certificate of Change Pursuant to Nevada Revised Statutes 78.209 (the Certificate of Change) filed with the Nevada Secretary of State. The Certificate of Change provided for both a reverse stock split of the outstanding shares of our common stock on a 1-for-100 basis (the Reverse Stock Split), and a corresponding decrease in the number of shares of our common stock that we are authorized to issue (the Share Decrease). As a result of the Reverse Stock Split, the number of issued and outstanding shares of our common stock on March 17, 2016 decreased from 622,969,835 pre-Reverse Stock Split shares to 6,229,710 post-Reverse Stock Split shares (after adjustment for any fractional shares). Pursuant to the Share Decrease, the number of authorized shares of our common stock decreased from 750,000,000 to 7,500,000 shares of common stock. All amounts shown for common stock included in these financial statements are presented post-Reverse Stock Split. On April 28, 2016, the Companys Amended and Restated Articles of Incorporation were amended to increase the number of authorized shares of the Companys common stock from 7,500,000 to 15,000,000 shares of common stock. Effective February 15, 2017, our Amended and Restated Articles of Incorporation were amended pursuant to a Certificate of Change Pursuant to Nevada Revised Statutes 78.209 (the Certificate of Change) filed with the Nevada Secretary of State. The Certificate of Change provided for both a reverse stock split of the outstanding shares of our common stock on a 1-for-2 basis (the Reverse Stock Split), and a corresponding decrease in the number of shares of our common stock that we are authorized to issue (the Share Decrease). As a result of the Reverse Stock Split, the number of issued and outstanding shares of our common stock on February 15, 2017 decreased from 6,307,577 pre-Reverse Stock Split shares to 3,153,801 post-Reverse Stock Split shares (after adjustment for any fractional shares). Pursuant to the Share Decrease, the number of authorized shares of our common stock decreased from 15,000,000 to 7,500,000 shares of common stock, $0.001 par value per share. As of March 31, 2017, the Company had 7,500,000 shares of authorized common stock, $0.001 par value per share. In January, 2017, the Company issued 20,000 shares of common stock to two directors in equal amounts of 10,000 shares each, valued at $1.72 per share, or $34,404. In February, 2017, the Company issued 5,232 shares of common stock to a director valued at $3.25 per share, or $17,004. On February 14, 2017, The NASDAQ Stock Market LLC informed the Company that it had approved the listing of the Companys common stock on The NASDAQ Capital Market, effective as of February 15, 2017. The Companys common stock ceased trading on the OTCQB on February 15, 2017, and on such date the common stock commenced trading on The NASDAQ Capital Market under the ticker symbol SGLB. On August 8, 2017, the Company issued 7,489 shares of common stock to a director valued at $2.27 per share, or $17,000. On August 16, 2017, the Company issued 8,213 shares of common stock to a director valued at $2.07 per share, or $17,000. As of September 30, 2017 and December 31, 2016, there were 4,577,651 and 3,133,789 shares of common stock issued and outstanding, respectively. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, $0.001 par value. No shares of preferred stock were issued and outstanding at September 30, 2017 and 2016. Stock Options On September 28, 2017, the Company granted to an officer (i) a five-year stock option to purchase up to 2,500 shares of common stock, at an exercise price equal to $1.91 per share, which was the closing market price of our common stock on September 28, 2017 (i.e., the date of grant), which option vested and became exercisable in full on the date of grant, and (ii) a five-year stock option to purchase up to 47,500 shares of common stock, at an exercise price equal to $1.91 per share (the closing market price of our common stock on the date of grant), which option is subject to vesting. The weighted average period over which total the compensation cost of the options of $90,723 ($11,937 in 2017) will be recognized is 4 years. The weighted average exercise price of all outstanding options as of September 30, 2017 is $3.58 and the weighted average fair value of the options on the grant dates was $2.88. The estimated fair value of the options was determined using the Black-Scholes pricing model using the following assumptions: Expected term: 5 years Volatility: 67.3 155.62% Dividend yield: 0.00% Risk-free interest rate: 1.13 - 2.27% Warrants As of September 30, 2017, the Company had outstanding warrants to purchase a total of 80,000 shares of common stock at an exercise price of $2.00 per share. Each warrant, prior to its amendment described below in Note 4, had an exercise price equal to $4.13. If not exercised, the warrants to purchase the 80,000 shares will expire on October 17, 2019. In addition, as of September 30, 2017, the Company had outstanding warrants to purchase a total of 1,621,500 shares of common stock at an exercise price of $4.00 per share. If not exercised, the warrants to purchase the 1,621,500 shares will expire on February 21, 2022. The 1,621,500 warrants trade on The NASDAQ Capital Market under the ticker symbol SGLBW. Unit Purchase Option On February 15, 2017, Sigma Labs, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Dawson James Securities, Inc., as underwriter (the Underwriter) in connection with a public offering (the Offering) of the Companys securities. Pursuant to the Underwriting Agreement, the Company has granted the Underwriter the right to purchase from the Company 70,500 Units at an exercise price equal to 125% of the public offering price of the Units in the Offering, or $5.1625 per Unit. The Unit Purchase Option has a term of five years and is not redeemable by us. A Unit is defined as of one share of the Companys common stock, par value $0.001 per share and one warrant to purchase one share of the Companys common stock, par value $0.001 per share, at an exercise price of $4.00 per share. |
NOTE 3 - Note Receivable
NOTE 3 - Note Receivable | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
NOTE 3 - Note Receivable | NOTE 3 Note Receivable On May 1, 2017, the Company completed funding a loan in the principal amount of $250,000 to Jaguar Precision Machine, LLC, a New Mexico limited liability company, pursuant to a Secured Convertible Promissory Note dated May 1, 2017 delivered by Jaguar to the Company. The loan bears interest at the rate of 7% per annum, is due and payable in full on May 1, 2018, is secured by certain assets of Jaguar, and is convertible at the Companys option into 10% of the outstanding shares of the common stock of Jaguar unless Jaguar exercises its right under specified circumstances to repay all principal and accrued interest on the loan. The purpose of the loan is to provide working capital to Jaguar to, among other things, stand up a metallurgical laboratory and become ASM9100 certified for contracts related to AM of high-precision aerospace and defense components, in furtherance of our strategic alliance. Sigma will receive from Jaguar priority for use of certain machines and services of Jaguar. On March 27, 2017, the Company completed funding a loan in the principal amount of $500,000 to Morf3D, Inc., an Illinois corporation, pursuant to a Secured Convertible Promissory Note dated March 27, 2017 delivered by Morf3D to the Company. The loan bears interest at the rate of 7% per annum, is due and payable in full on March 27, 2018, is secured by certain assets of Morf3D, and is convertible at the Companys option into 10% of the outstanding shares of the common stock of Morf3D unless Morf3D exercises its right under specified circumstances to repay all principal and accrued interest on the loan. The purpose of the loan is to provide working capital to Morf3D to, among other things, lease an EOS M 400 system for Morf3D for Morf3D to expand production for contracts related to AM of high-precision aerospace and defense components, in furtherance of our strategic alliance and in contemplation of a possible acquisition of or merger with Morf3D (although discussions regarding a possible acquisition of or merger with Morf3D are not currently ongoing). |
NOTE 4 - Notes Payable
NOTE 4 - Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
NOTE 4 - Notes Payable | NOTE 4 Notes Payable Effective October 17, 2016, the Company entered into a Securities Purchase Agreement with two accredited investors (the Investors) for the private placement by the Company of Secured Convertible Notes in the aggregate principal amount of $1,000,000 (the Notes) and warrants (the Warrants) to purchase up to 80,000 shares (the Warrant Shares) of the Companys common stock (Common Stock) (subject to adjustment in certain circumstances), for aggregate gross proceeds, before expenses, to the Company of $900,000 (the Financing Transaction). The Notes carry a one-time upfront interest charge of a total of $100,000, which is being expensed to interest expense monthly over the 1-year term of the Notes and correspondingly increases in the Notes Payable balance each period. The Notes carry an interest rate of 10% per annum, calculated on the basis of a 360-day year, based on the $1 million Notes Payable effective balance. Such interest is payable every three months in cash, or, at the holders option, in unrestricted shares of Common Stock, if a registration statement is then in effect for such shares of common stock. In connection with the Financing Transaction, the Company entered into a Registration Rights Agreement, dated October 17, 2016, with the Investors, pursuant to which the Company filed a registration statement related to the Financing Transaction with the Securities and Exchange Commission (SEC) covering the resale of (i) the shares of Common Stock that will be issued to the Investors upon conversion of the Notes, and (ii) the Warrant Shares that will be issued to the Investors upon exercise of the Warrants. The Notes are secured by the assets of the Company pursuant to a Security Agreement, dated October 17, 2016, between the Company and the collateral agent (as defined in the Notes) for the benefit of itself and each of the Investors. The Notes , prior to their amendment described below, provided that they were convertible into shares of Common Stock at a conversion price equal to the lesser of (i) the final unit price of the Companys proposed public offering initially filed with the SEC on July 28, 2016, and (ii) 150% of the closing price of the Common Stock as reported by the OTC Markets Group, Inc. on the date of issuance of the Notes (subject to adjustment as provided therein). As such, the conversion price of the Notes was $4.13, which is the final unit price of the Companys public offering. Each Warrant , prior to its amendment described below, had an exercise price equal to the lesser of (i) the final unit price of the Companys proposed public offering initially filed with the SEC on February 17, 2017, and (ii) 150% of the closing price of the Common Stock as reported by the OTC Markets Group, Inc. on the date of issuance of the Warrants (subject to adjustment as provided therein), which Warrants may be exercised on a cashless basis as provided in the Warrants. As such, the exercise price of the Warrants was $4.13, which is the final unit price of the Companys public offering. On September 29, 2017, the Company entered into amendments (the Amendments) to the Notes and Warrants pursuant to which, among other things set forth in the Amendments, (1) the exercise price of the Warrants was reduced from $4.13 per share to $2.00 per share, and (2) the conversion price of the Notes was reduced from $4.13 per share to $2.00 per share. Under the Amendments, Sigma paid the Investors an aggregate amount equal to $500,000 (representing 50% of the outstanding principal balance of the Notes) plus all accrued interest on the Notes on October 2, 2017. In consideration of the foregoing, the Investors agreed to, among other things, extend the payment date of the remaining 50% of the outstanding principal balance of the Notes from October 17, 2017 to the earlier of May 18, 2018 or the closing of the Companys next underwritten public offering of securities in which the Company raises gross proceeds of at least $3,000,000 (should the Company elect to commence and close such an offering of securities). As of September 30, 2017, the Notes Payable balance is $994,909 which balance was reduced to $500,000 on October 2, 2017. |
NOTE 5 - Continuing Operations
NOTE 5 - Continuing Operations | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
NOTE 5 - Continuing Operations | NOTE 5 - Continuing Operations The Company has sustained losses and has negative cash flows from operating activities since its inception. However, the Company has raised significant equity capital and is currently developing new product lines to increase future revenues. On February 21, 2017, the Company closed an underwritten public offering of equity securities resulting in net proceeds of approximately $5.25 million, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. As such, the Company believes it has adequate working capital and cash to fund operations through 2017. |
NOTE 6 - Loss Per Share
NOTE 6 - Loss Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
NOTE 6 - Loss Per Share | NOTE 6 Loss Per Share The following data show the amounts used in computing loss per share and the weighted average number of shares of dilutive potential common stock for the periods ended September 30, 2017 and 2016: 9 Months Ending 9-30-17 9-30-16 Loss from continuing Operations available to Common stockholders (numerator) $ (3,049,616) $ (1,931,833) Weighted average number of common shares Outstanding used in loss per share during the Period (denominator) 4,330,565 3,121,821 Dilutive loss per share was not presented as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share or its effect is anti-dilutive. |
NOTE 7 - Subsequent Events
NOTE 7 - Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Notes | |
NOTE 7 - Subsequent Events | NOTE 7 Subsequent Events On October 6, 2017, pursuant to an advisory agreement with the Underwriter, the Company issued to the Underwriter a total of 141,000 shares of the Companys common stock in exchange for the surrender by the Underwriter of its Unit Purchase Option to acquire up to 70,500 Units. On October 13, 2017, the Company granted two employees five-year options to purchase an aggregate of 20,000 shares of common stock, with each option having an exercise price of $1.92 per share, and vesting over the four-year period following the date of grant. |
NOTE 1 - Summary of Significa13
NOTE 1 - Summary of Significant Accounting Policies: Nature of Business (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Policies | |
Nature of Business | Nature of Business B6 Sigma, Inc., incorporated February 5, 2010, was founded by a group of scientists, engineers and businessmen to develop and commercialize novel and unique manufacturing and materials technologies. The Company believes that some of these technologies will fundamentally redefine conventional quality assurance and process control practices by embedding them into the manufacturing processes in real time, enabling process intervention and ultimately leading to closed loop process control. The Company anticipates that its core technologies will allow its clientele to combine advanced manufacturing quality assurance and process control protocols with novel materials to achieve breakthrough product potential in many industries including aerospace, defense, oil and gas, bio-medical, and power generation. |
NOTE 1 - Summary of Significa14
NOTE 1 - Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Policies | |
Basis of Presentation | Basis of Presentation |
NOTE 1 - Summary of Significa15
NOTE 1 - Summary of Significant Accounting Policies: Reclassification (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Policies | |
Reclassification | Reclassification |
NOTE 1 - Summary of Significa16
NOTE 1 - Summary of Significant Accounting Policies: Loss Per Share (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Policies | |
Loss Per Share | Loss Per Share |
NOTE 1 - Summary of Significa17
NOTE 1 - Summary of Significant Accounting Policies: Recently Enacted Accounting Standards (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Policies | |
Recently Enacted Accounting Standards | Recently Enacted Accounting Standards Recent Accounting Standards Updates (ASU) through ASU No. 2015-01 contain technical corrections to existing guidance or affects guidance to specialized industries or situations. The Company has evaluated recently issued technical pronouncements and has determined that these updates have no current applicability to the Company or their effect on the financial statements would not have been significant. |
NOTE 1 - Summary of Significa18
NOTE 1 - Summary of Significant Accounting Policies: Accounting Estimates (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Policies | |
Accounting Estimates | Accounting Estimates |
NOTE 2 - Stockholders' Equity_
NOTE 2 - Stockholders' Equity: Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tables/Schedules | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | Expected term: 5 years Volatility: 67.3 155.62% Dividend yield: 0.00% Risk-free interest rate: 1.13 - 2.27% |
NOTE 6 - Loss Per Share_ Schedu
NOTE 6 - Loss Per Share: Schedule of Earnings Per Share, Basic and Diluted (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Tables/Schedules | |
Schedule of Earnings Per Share, Basic and Diluted | 9 Months Ending 9-30-17 9-30-16 Loss from continuing Operations available to Common stockholders (numerator) $ (3,049,616) $ (1,931,833) Weighted average number of common shares Outstanding used in loss per share during the Period (denominator) 4,330,565 3,121,821 |
NOTE 1 - Summary of Significa21
NOTE 1 - Summary of Significant Accounting Policies: Nature of Business (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Details | |
Entity Information, Date to Change Former Legal or Registered Name | Sep. 13, 2010 |
Entity Information, Former Legal or Registered Name | Framewaves, Inc. |
Entity Incorporation, State Country Name | Nevada |
NOTE 2 - Stockholders' Equity (
NOTE 2 - Stockholders' Equity (Details) - USD ($) | 9 Months Ended | |||||||
Sep. 30, 2017 | Aug. 16, 2017 | Aug. 08, 2017 | Feb. 15, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Apr. 28, 2016 | Mar. 17, 2016 | |
Common Stock, Shares, Outstanding | 4,577,651 | 3,153,801 | 3,133,789 | 3,133,789 | 6,229,710 | |||
Common Stock, Shares, Issued | 4,577,651 | 3,153,801 | 3,133,789 | 3,133,789 | 6,229,710 | |||
Common Stock, Shares Authorized | 7,500,000 | 7,500,000 | 7,500,000 | 15,000,000 | 7,500,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Shares, Issued | 8,213 | 7,489 | ||||||
Share Price | $ 2.07 | $ 2.27 | ||||||
Common Stock, Value, Issued | $ (4,578) | $ 17,000 | $ 17,000 | $ (3,135) | ||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||
In January, 2017 | ||||||||
Stock Issued During Period, Shares, Other | 20,000 | |||||||
In February, 2017 | ||||||||
Stock Issued During Period, Shares, Other | 5,232 |
NOTE 2 - Stockholders' Equity23
NOTE 2 - Stockholders' Equity: Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 67.30% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 155.62% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.13% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.27% |
NOTE 3 - Note Receivable (Detai
NOTE 3 - Note Receivable (Details) | Sep. 30, 2017USD ($) |
Jaguar Precision Machine, LLC | |
Notes, Loans and Financing Receivable, Gross, Noncurrent | $ 250,000 |
NOTE 4 - Notes Payable (Details
NOTE 4 - Notes Payable (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Note 1 | |
Debt Instrument, Issuance Date | Oct. 17, 2016 |
Debt Instrument, Description | Company entered into a Securities Purchase Agreement |
Debt Instrument, Face Amount | $ 1,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Note 2 | |
Debt Instrument, Issuance Date | Oct. 17, 2016 |
Debt Instrument, Description | Company entered into a Registration Rights Agreement |
Debt Instrument, Collateral | secured by the assets of the Company |
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into shares of Common Stock |
NOTE 6 - Loss Per Share_ Sche26
NOTE 6 - Loss Per Share: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Details | ||||
LOSS BEFORE PROVISION FOR INCOME TAXES | $ (1,116,910) | $ (719,320) | $ (3,049,616) | $ (1,931,833) |
Basic and diluted weighted-average common shares outstanding | 4,574,460 | 3,129,675 | 4,330,565 | 3,121,821 |
NOTE 7 - Subsequent Events (Det
NOTE 7 - Subsequent Events (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Event 1 | |
Subsequent Event, Date | Oct. 6, 2017 |
Subsequent Event, Description | Company issued to the Underwriter a total of 141,000 shares of the Company’s common stock in exchange for the surrender by the Underwriter of its Unit Purchase Option |
Event 2 | |
Subsequent Event, Date | Oct. 13, 2017 |
Subsequent Event, Description | Company granted two employees five-year options to purchase an aggregate of 20,000 shares of common stock |