Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 30, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Immudyne, Inc. | ||
Entity Central Index Key | 948,320 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 2,317,882 | ||
Entity Common Stock, Shares Outstanding | 32,010,375 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 232,984 | $ 75,495 |
Trade accounts receivable, net | 154,436 | 14,970 |
Inventory | 61,051 | 41,008 |
Total Current Assets | $ 448,471 | 131,473 |
Furnishings and equipment | 43,748 | |
Total Assets | $ 448,471 | 175,221 |
Current Liabilities | ||
Accounts payable and accrued expenses | 167,481 | 274,319 |
Notes payable | 100,000 | 27,200 |
Total Current Liabilities | $ 267,481 | 301,519 |
Deferred tax liability | 13,200 | |
Total Liabilities | $ 267,481 | 314,719 |
Immudyne, Inc. Stockholders' equity (deficit) | ||
Common stock, $0.01 par value; 50,000,000 shares authorized, 32,010,375 and 30,729,973 shares issued and outstanding in 2015 and 2014, respectively | 320,103 | 307,299 |
Additional paid-in capital | 8,366,313 | 8,077,549 |
Accumulated (deficit) | (8,586,338) | (8,524,346) |
Total Immudyne, Inc. Stockholders' Equity (Deficit) | 100,078 | $ (139,498) |
Noncontrolling interests | 80,912 | |
Total Stockholders' Equity (Deficit) | 180,990 | $ (139,498) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 448,471 | $ 175,221 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 32,010,375 | 30,729,973 |
Common stock, shares outstanding | 32,010,375 | 30,729,973 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Sales | $ 1,218,862 | $ 714,158 |
Cost of sales | 247,772 | 172,850 |
Gross Profit | 971,090 | 541,308 |
Compensation and related expenses | (532,421) | (558,968) |
Professional fees | (114,890) | (139,551) |
Marketing expenses | (230,661) | $ (57,248) |
Research and development expenses | (23,925) | |
General and administrative expenses | (331,410) | $ (316,420) |
Operating (Loss) | (262,217) | $ (530,879) |
Gain on sale of Adiuvo Investment S.A. stock | $ 127,261 | |
License Fee | $ 50,000 | |
Other income | 7,877 | |
Interest (expense) | $ (37,476) | (4,683) |
Net (Loss) Before Taxes | (172,432) | (477,685) |
Deferred income tax benefit | 13,200 | 17,200 |
Net (Loss) | (159,232) | $ (460,485) |
Net (loss) attributable to noncontrolling interests | (97,240) | |
Net (Loss) attributable to Immudyne, Inc. | $ (61,992) | $ (460,485) |
Basic and diluted (loss) per share attributable to Immudyne, Inc. | $ 0 | $ (0.02) |
Weighted average number of common shares outstanding | 30,810,000 | 30,372,000 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated (Deficit) | Sub Total | Noncontrolling interest |
Balance at Dec. 31, 2013 | $ 195,487 | $ 301,049 | $ 7,958,299 | $ (8,063,861) | $ 195,487 | |
Balance, (in shares) at Dec. 31, 2013 | 30,104,973 | |||||
Issuance of common stock for services | 80,500 | $ 6,250 | 74,250 | 80,500 | ||
Issuance of common stock for services, shares | 625,000 | |||||
Issuance of stock options | 23,000 | 23,000 | 23,000 | |||
Extension of option and warrant expiration dates | 22,000 | $ 22,000 | 22,000 | |||
Net (loss) | (460,485) | $ (460,485) | (460,485) | |||
Balance at Dec. 31, 2014 | (139,498) | $ 307,299 | $ 8,077,549 | $ (8,524,346) | (139,498) | |
Balance (in shares) at Dec. 31, 2014 | 30,729,973 | |||||
Amortization of stock options | 22,300 | 22,300 | 22,300 | |||
Purchase of Company stock | (10,800) | $ (1,200) | (9,600) | (10,800) | ||
Purchase of Company stock, shares | (120,000) | |||||
Issuance of company stock for notes and other payables | 170,068 | $ 10,004 | 160,064 | 170,068 | ||
Issuance of company stock for notes and other payables, shares | 1,000,402 | |||||
Issuance of common stock for services | $ 65,000 | $ 5,000 | 60,000 | $ 65,000 | ||
Issuance of common stock for services, shares | 500,000 | |||||
Company stock cancelled | $ (1,000) | 1,000 | ||||
Company stock cancelled, shares | (100,000) | |||||
Extension of option and warrant expiration dates | $ 55,000 | $ 55,000 | $ 55,000 | |||
Investment in subsidiary by noncontrolling interest | 178,152 | $ 178,152 | ||||
Net (loss) | (159,232) | $ (61,992) | $ (61,992) | (97,240) | ||
Balance at Dec. 31, 2015 | $ 180,990 | $ 320,103 | $ 8,366,313 | $ (8,586,338) | $ 100,078 | $ 80,912 |
Balance (in shares) at Dec. 31, 2015 | 32,010,375 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (Loss) | $ (159,232) | $ (460,485) |
Adjustments to reconcile net (loss) to net Cash (used) provided by operating activities | ||
Depreciation | 43,748 | 56,975 |
Deferred tax benefit | (13,200) | (17,200) |
Stock compensation expense | 77,300 | 45,000 |
Common stock issued for services | 65,000 | $ 80,500 |
Gain on sale of Adiuvo Investment S.A. stock | (127,261) | |
Changes in Assets And Liabilities | ||
Trade accounts receivable | $ (139,466) | $ 62,505 |
Legal settlement proceeds receivable | 132,000 | |
Inventory | $ (20,043) | 45,187 |
Accounts payable and accrued expenses | (21,970) | 88,957 |
Net Cash (Used) provided by Operating Activities | (295,124) | $ 33,439 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of Adiuvo Investment S.A. stock | $ 127,261 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Deposit payable | $ (100,000) | |
Increase in notes payable | $ 305,000 | 67,000 |
Repayment of note payable | (147,000) | $ (80,000) |
Purchase of Company stock | (10,800) | |
Investment in subsidiary by noncontrolling interest | 178,152 | |
Net Cash Provided (Used) by Financing Activities | 325,352 | $ (113,000) |
Net increase (decrease) in cash | 157,489 | (79,561) |
Cash at beginning of the year | 75,495 | 155,056 |
Cash at end of the year | 232,984 | 75,495 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | ||
Cash paid for interest | 28,976 | $ 4,683 |
Issuance of company stock for notes and other payables | $ 170,068 |
Business Organization and Going
Business Organization and Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Business Organization and Going Concern [Abstract] | |
Business Organization and Going Concern | 1. Business Organization and Going Concern Immudyne, Inc. (the “Company”) is a Delaware corporation established to develop, manufacture and sell natural immune support products containing the Company’s proprietary yeast beta glucans, a group of beta glucans naturally occurring in the cell walls of yeast that have been shown through testing and analysis to support the immune system. The Company’s products include once a day oral intake tablets and topical creams and gels for skin application. The Company concentrates its sales and marketing efforts on healthcare professionals, distributors for its all-natural raw material ingredient products and direct-to-consumer sales. In 2015, the Company formed a joint venture domiciled in Puerto Rico, Innate Skincare, LLC d/b/a Innate Scientific, LLC (“Innate”). Under the terms of the joint venture agreement, the Company holds a 33.33% equity interest, and a 51% controlling voting interest, in Innate. Innate was formed to launch a complete skin care regime formulated using strategic ingredients provided by the Company. Innate Scientific is also currently pursuing other opportunities. The Company has funded operations in the past through the sales of its products, issuance of common stock and through loans and advances from officers and directors. The Company’s continued operations are dependent upon obtaining an increase in its sales volume and the continued financial support from officers and directors or the issuance of additional shares of common stock. The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. At December 31, 2015, the Company has an accumulated deficit approximating $8.5 million and has incurred negative cash flows. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Based on the Company's cash balance at December 31, 2015, and projected cash needs in 2016, management may raise additional funds through increased sales volume, issuing additional shares of common stock or other equity securities, or obtaining debt financing. Although management has been successful to date in raising necessary funding, there can be no assurance that sales revenue will substantially increase or that any required future financing can be successfully completed on a timely basis, or on terms acceptable to the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The consolidated financial statements include the accounts of the Company and its controlled subsidiary, Innate. The non- controlling interest in Innate represents the 66.67% equity interest held by other members of the joint venture. All intercompany transactions have been eliminated. The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the valuation of inventory and stockholders’ equity based transactions. Actual results could differ from those estimates. Reclassification Certain amounts in the prior year have been reclassified to conform to the current year presentation. Inventory At December 31, 2015 and 2014, inventory consisted primarily of cosmetic and nutraceutical additives, and finished cosmetic products. Inventory is maintained in the Company’s leased Kentucky warehouse and a third party warehouse in Nevada. Inventory is valued at the lower of cost or market with cost determined on a first-in, first-out (“FIFO”) basis. Management compares the cost of inventory with the net realizable value and an allowance is made for writing down inventory to market value, if lower. At December 31, 2015 the Company recorded an inventory reserve in the amount of $20,000 ($40,000 at December 31, 2014). Inventory consists of the following: December 31 2015 2014 Raw materials $ 25,761 $ 4,350 Finished products 35,290 36,658 $ 61,051 $ 41,008 Furnishings and Equipment Furnishings and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets ranging from three to ten years. Revenue Recognition The Company’s policy is to record revenue as earned when a firm commitment, indicating sales quantity and price exists, delivery has taken place and collectability is reasonably assured. The Company generally records sales of nutraceutical and cosmetic additives once the product is shipped to the customer, and for sales of finished cosmetic products once the customer accepts the product. If applicable, provisions for discounts, returns, allowances, customer rebates and other adjustments are netted with gross sales. The Company accounts for such provisions during the same period in which the related revenues are earned. Customer discounts, returns and rebates approximated $35,000 in 2015. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. If title does not pass until the product reaches the customer’s delivery site or the customer accepts the product, then recognition of revenue is deferred until that time. There are no formal sales incentives offered to any of the Company’s customers. Volume discounts may be offered from time to time to customers purchasing large quantities on a per transaction basis. Revenue for the year ended December 31, 2015 consists of nutraceutical and cosmetic additives ($1,079,289) and finished cosmetic products ($139,573). Revenue for the year ended December 31, 2014 consists of nutraceutical and cosmetic additives. Accounts receivable Accounts receivable are carried at original invoice amount less an estimate made for holdbacks and doubtful receivables based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions and sets up an allowance for doubtful accounts when collection is uncertain. Customers’ accounts are written off when all attempts to collect have been exhausted. Recoveries of accounts receivable previously written off are recorded as income when received. At December 31, 2015 the accounts receivable reserve was approximately $18,000. Segments The guidance for disclosures about segments of an enterprise requires that a public business enterprise report financial and descriptive information about its operating segments. Generally, financial information is required to be reported on the basis used internally for evaluating segment performance and resource allocation. The Company manages its operations in two reportable segments for purposes of assessing performance and making operating decisions. Revenue is generated predominately in the United States, and all significant assets are held in the United States, or United States territories. A summary of the company’s reportable segments as of and for the year ended December 31, 2015 is as follows: Nutraceutical and Cosmetic Additives Finished Cosmetic Products Eliminations Total Total assets $ 412,324 $ 101,828 $ 65,681 $ 448,471 Total sales $ 1,092,289 $ 139,573 $ 13,000 $ 1,218,862 Net (loss) $ (13,372 ) $ (145,860 ) $ - $ (159,232 ) Depreciation expense $ 43,748 $ - $ - $ 43,748 Income Taxes The Company files Corporate Federal and State tax returns, while Innate, which was formed as a limited liability corporation, files a separate tax return with any tax liabilities or benefits passing through to its members. The Company records current and deferred taxes in accordance with Accounting Standards Codification (ASC) 740, “Accounting for Income Taxes.” This ASC requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of its deferred tax asset, a majority of which has been generated by a history of net operating losses and determines the necessity for a valuation allowance. ASC 740 also provides a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken in a tax return. Using this guidance, a company may recognize the tax benefit from an uncertain tax position in its financial statements only if it is more likely-than-not (i.e., a likelihood of more than 50%) that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company’s tax returns for all years since December 31, 2012, remain open to taxing authorities. Stock-Based Compensation The Company follows the provisions of ASC 718, “Share-Based Payment”. Under this guidance compensation cost generally is recognized at fair value on the date of the grant and amortized over the respective vesting periods. The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of the Company’s shares using weekly price observations over an observation period that approximates the expected life of the options. The risk-free rate approximates the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. The estimated forfeiture rate included in the option valuation was zero. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense. Earnings (Loss) Per Share Basic earnings (loss) per common share is based on the weighted average number of shares outstanding during each period presented. Warrants and options to purchase common stock are included as common stock equivalents only when dilutive. Potential common stock equivalents are excluded from dilutive earnings per share when the effects would be antidilutive. Common stock equivalents comprising shares underlying 12,775,273 and 14,107,720 options and warrants at December 31, 2015 and 2014, respectively, have not been included in the loss per share calculation as the effects are anti-dilutive. Recent Accounting Pronouncements In February 2016, a pronouncement was issued that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is in the process of evaluating the impact of the new pronouncement on its consolidated financial statements. In May 2014, the Financial Accounting Standards Board ("FASB") issued accounting guidance, "Revenue from Contracts with Customers." The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and clarify guidance for multiple-element arrangements. The standard will be effective for fiscal years and interim periods within those years beginning after December 15, 2017. Accordingly, the Company will adopt this standard in the first quarter of fiscal year 2018. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements. In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “Simplifying the Measurement of Inventory.” ASU 2015-11 applies to inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of ASU 2015-11 at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016. The Company is in the process of evaluating the impact of this ASU on its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements-Going Concern". This ASU is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. It is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company does not expect it to have a material effect on the Company's consolidated financial condition, results of operations, and cash flows. All other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. Fair Value of Financial Instruments FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC Topic 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes the following three levels of inputs that may be used to measure fair value: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. At December 31, 2015 and 2014, the Company had no investments recorded at fair market value. The carrying value of the Company’s financial instruments, including cash, trade accounts receivable and accounts payable and accrued expenses and notes payable approximate fair value for all periods presented. Noncontrolling Interests The Company accounts for its less than 100% interest in Innate in accordance with ASC Topic 810, Consolidation, and accordingly the Company presents noncontrolling interests as a component of equity on its consolidated balance sheet and reports the noncontrolling interest share of net loss attributable to noncontrolling interests in the consolidated statement of operations. Concentration of Credit Risk The Company grants credit in the normal course of business to its customers. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk. The Company monitors its positions with, and the credit quality of, the financial institutions with which it invests. The Company, at times, maintains balances in various operating accounts in excess of federally insured limits. One customer in the nutraceutical and cosmetic additives division accounted for 73% and 79% of consolidated sales for the years ended December 31, 2015 and 2014, respectively. At December 31, 2015 and 2014, this customer accounted for 43% and 100% of accounts receivable, respectively. A second customer in the nutraceutical and cosmetic additives division accounted for 12% and 12% of consolidated sales for the years ended December 31, 2015 and 2014, respectively. At December 31, 2015 and 2014, this customer accounted for 24% and 0% of accounts receivable, respectively. |
Furnishings and Equipment
Furnishings and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Furnishings and Equipment [Abstract] | |
Furnishings and Equipment | 3. Furnishings and Equipment Furnishings and equipment consisted of the following: December 31 2015 2014 Furnishings and equipment, at cost $ 679,291 $ 679,291 Accumulated depreciation 679,291 635,543 $ - $ 43,748 Depreciation expense amounted to $43,748 and $56,975 for years ended December 31, 2015 and 2014, respectively. |
Investment In Adiuvo Investment
Investment In Adiuvo Investment S.A. | 12 Months Ended |
Dec. 31, 2015 | |
Investment In Adiuvo Investment S.A. [Abstract] | |
Investment In Adiuvo Investment S.A. | 4. Investment in Adiuvo Investment S.A. In December 2013 the Company entered into a memorandum of understanding (MOU) with Adiuvo Investment S.A. (AI), an investment company located in Poland, whereby AI paid the Company $100,000 for the option, which expired in September 2014, to purchase up to 10% of the outstanding stock in the Company at $0.25 per share. In January 2014 the Company invested $100,000 in AI in exchange for a minority interest of less than 1% in AI, and an option to acquire additional shares of AI up to an aggregate consideration of $1,500,000. Further, AI granted the Company the right to participate in any subsequent public offerings of AI and the option to buy up to 10% of AI. During 2015 AI shares commenced trading on the Warsaw exchange in Poland, and the Company sold its entire investment, receiving $127,261, net of transaction costs. Due to the investment’s limited liquidity and uncertain valuation prior to its sale, the Company accounted for its interest in AI at no value. The proceeds of the Company’s sale of AI stock, $127,261, are recorded as gain on sale of Adiuvo Investment S.A. stock in the accompanying statement of operations for the year ended December 31, 2015. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable [Abstract] | |
Notes Payable | 5. Notes Payable Notes payable are due to officers, directors, and shareholders and a commercial lender and are summarized as follows: Officers, Directors, and Shareholders Commercial Lenders Total Balance at December 31, 2013 $ 40,200 $ - $ 40,200 Borrowing 67,000 - 67,000 Repayment (80,000 ) - (80,000 ) Balance at December 31, 2014 27,200 - 27,200 Borrowing 105,000 200,000 305,000 Repayment (47,000 ) (100,000 ) (147,000 ) Conversion to common stock (85,200 ) - (85,200 ) Balance at December 31, 2015 $ - $ 100,000 $ 100,000 Officers, directors, and shareholders Notes payable to officers, directors, and shareholders are generally payable on demand with interest at 5% per annum. During 2015 two shareholders, with notes totaling $85,200, converted the notes to Company stock at seventeen cents per share. Interest expense related to officers, directors, and shareholders notes amounted to $10,508 and $4,683 for the years ended December 31, 2015 and 2014, respectively. Interest expense for the year ended December 31, 2015 includes $8,500 resulting from the issuance of stock options. (see note 7) Commercial lenders In January 2015 the Company borrowed $100,000 from a commercial lender. The loan required payment of principal and interest in 252 daily payments of $492 each commencing January 12, 2015. In December 2015 the Company repaid the remaining outstanding principal balance. Interest for the year ended December 31, 2015 amounted to $25,425. In November 2015 the Company borrowed $100,000 from a second commercial lender. The loan incurs interest at 11% and is payable on November 1, 2016. Interest for the year ended December 31, 2015 amounted to $1,543. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 6. Income Taxes The Company incurred a loss for the years ended December 31, 2015 and 2014 and accordingly, no provision for federal income tax has been made in the accompanying financial statements. At December 31, 2015, the Company had available net operating loss carryforwards of approximately $2,730,000, expiring during various years through 2035. A summary of the deferred tax asset using an approximate 34% tax rate is as follows: December 31 2015 2014 Net operating loss $ 930,000 $ 975,000 Valuation allowance (930,000 ) (975,000 ) Total $ - $ - The net operating loss carryforwards could be subject to limitation in any given year in the event of a change in ownership as defined by IRC Section 382. The deferred tax liability of $0 and $13,200 at December 31, 2015 and 2014, respectively, results from the difference in the carrying amount of furnishings and equipment between financial reporting and income tax reporting. The deferred tax benefit included in the statement of operations represents the change in the deferred tax liability at each balance sheet date. The difference between the statutory and the effective tax rate is primarily due to a change in valuation allowance on deferred taxes, as the Company has fully reserved the deferred tax asset resulting from available net operating loss carryforwards. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity In May 2015 the Company purchased and retired 120,000 shares of outstanding Company common stock from an investor for $10,800. In July 2015 the Company granted 300,000 options valued at $7,500 to a shareholder in conjunction with the issuance of a $75,000 note payable. The options are fully vested and expire in three years. In December 2015, the Company satisfied the $75,000 note payable through the issuance of 441,177 shares of Company common stock. In December 2015, the Company satisfied $10,200 of notes payable to a director through the issuance of 60,000 shares of Company common stock. The Company issued 40,800 options valued at $1,000 to the director in conjunction with this transaction. The options are fully vested and expire in three years. In December 2015, the Company satisfied $84,868 of royalties payable to the Company’s President through the issuance of 499,225 shares of Company common stock (see note 8). In conjunction with this transaction, the Company issued 339,473 options valued at $13,000 to the President of the Company at an exercise price of $0.10 per share. The options are fully vested and expire in 3 years. Service-Based Stock Options In October 2015 the Company issued 110,000 service-based options valued at $2,800 to two consultants at exercise prices of $0.20 per share. The options are fully vested and expire in 10 years. In November 2015 the Company cancelled 100,000 shares of company common stock and 200,000 fully vested service-based options issued to two consultants. In November 2015 the Company issued 500,000 shares of common stock valued at $65,000 to a consultant. Also in 2015, the Company extended the expiration date of 500,000 options held by a director one year from 2015 to 2016 and 1,500,000 warrants held by the Company’s President two years from 2015 to 2017. The fair value of these modifications amounted to $55,000. In January 2014 the Company granted 100,000 shares of restricted common stock valued at $28,000 to a consultant, which were subsequently cancelled in November 2015 (see above), and in September 2014 the Company issued 525,000 shares of restricted stock valued at $52,500 to four additional consultants. During 2014, the Company extended the expiration date of 500,000 options and 1,500,000 warrants one year from 2014 to 2015. Also in 2014, the Company issued an additional 450,000 service-based and 300,000 performance-based options. Service-Based Stock Options A summary of the outstanding service-based stock options are as follows: Number of Options Balance at December 31, 2013 9,985,000 Granted 450,000 Balance at December 31, 2014 10,435,000 Granted 790,273 Cancelled (200,000 ) Balance at December 31, 2015 11,025,273 Options exercisable at December 31, 2015 and 2014 amounted to 11,025,273 and 10,335,000, respectively. All outstanding options have a cashless exercise provision, and certain options provide for accelerated vesting provisions and modifications, as defined, if the Company is sold or acquired. The intrinsic value of options outstanding and exercisable amounted to $33,605 and $0 at December 31, 2015 and December 31, 2014, respectively. The following is a summary of outstanding service-based options at December 31, 2015: Exercise Price Number of Options Weighted Average Remaining Contractual Life $0.10 1,680,273 3 years $0.20 - $0.25 8,195,000 6 years $0.40 1,150,000 6 years Total 11,025,273 The fair value of the 790,273 service-based options granted in 2015 amounted to $22,300 which has been expensed during the year. All options granted during 2015 are fully vested. The fair value of the 450,000 service-based options granted in 2014 amounted to $17,500 which has been expensed during 2014. All options granted during 2014 are fully vested. Performance-Based Stock Options As of December 31, 2015 the Company had granted performance-based options to purchase 9,305,000 shares of common stock at exercise prices ranging from $0.20 to $5.00. The options expire at various dates between 2021 and 2025 and are exercisable upon the Company achieving annual sales revenue ranging from $2,000,000 and $100,000,000. The fair value of these performance-based options aggregated $333,700 and will be expensed over the implicit service period commencing once management believes the performance criteria will be met. Accordingly, at December 31, 2015, the unearned compensation for performance based options is $333,700. In addition to the 9,305,000 above, in August 2014, the Company issued 300,000 options with an exercise price of $0.20 to a consultant. Management valued these options at $8,000 and had amortized them over the implicit service period of one year. The vesting of the options was contingent upon the completion of a clinical study that was not completed. Accordingly, in the fourth quarter of 2015 the Company reversed the $8,000 compensation cost previously expensed. Stock based compensation expense amounted to $142,300 and $125,500 for the years ended December 31, 2015 and 2014, respectively. Such amounts are included in compensation and related expenses ($133,800 in 2015 and $125,500 in 2014) and interest expense ($8,500 in 2015). Warrants The following is a summary of outstanding and exercisable warrants: Number of Shares Weighted Average Exercise Price Year Balance at December 31, 2013 3,887,720 0.29 2014 - 2016 Expired (115,000 ) 0.40 2014 Balance at December 31, 2014 3,772,720 0.29 2015 - 2016 Expired (2,022,720 ) 0.40 2015 Balance at December 31, 2015 1,750,000 0.16 2016 - 2017 The fair value of options and warrants granted (or extended) during the years ended December 31, 2015 and 2014, was estimated on the date of grant (or extension) using the Black-Scholes option-pricing model with the following weighted-average assumptions: 2015 2014 Expected volatility 50 % 50 % Risk free interest rate 2 % 2 % Expected dividend yield - - Expected option term (in years) 1 - 5 1 - 5 Weighted average grant date fair value $ 0.03 $ 0.02 |
Royalties
Royalties | 12 Months Ended |
Dec. 31, 2015 | |
Royalties [Abstract] | |
Royalties | 8. Royalties The Company is subject to a royalty agreement based upon sales of certain skin care products. The agreement requires the Company to pay a royalty based upon 8% of such sales, up to $227,175. During the year ended December 31, 2015 the Company’s sales reached the maximum amount under which the Company is required to pay a royalty under this agreement. Royalty expense amounted to $20,157 and $45,000 for the years ended December 31, 2015 and 2014, respectively. During 2015, the Company’s President who has a 60% interest in the royalties, converted royalties payable under the agreement in the amount of $84,868 to 499,225 shares of company stock at 0.17 cents per share. Included in accounts payable and accrued expenses at December 31, 2015 and 2014 was $56,579 and $132,986, respectively, in regards to this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Leases The Company leases a plant in Kentucky under an operating lease which expires May 31, 2016. Minimum base rental payments of $17,578 for the year ended December 31, 2016 are required under the lease. Monthly base rental payments approximate $3,500. The lease agreement also provides for additional rents based on increases in building operating costs and real estate taxes. In addition, Innate operates in Puerto Rico in space owned by one of the parties to the joint venture. Rent expense for the years ended December 31, 2015 and 2014, was $65,968 and $52,301, respectively. Employment and Consulting Agreements The Company has entered into various agreements with officers, directors, employees and consultants that expire in one to five years. The agreements provide for individual annual compensation of up to $145,000 and the issuance of stock options, at exercise prices ranging from $0.20 to $5.00, to purchase 9,305,000 shares of common stock issuable upon the Company’s revenue exceeding amounts ranging from $2,000,000 to $100,000,000, as defined. In addition, the agreements provide for bonus compensation to these individuals aggregating up to 15% (with no individual having more than 5%) of the Company’s pretax income. Restricted Stock The Company has entered into an agreement with consultants of Innate to issue each consultant 150,000 restricted shares of Immudyne, Inc. common stock for each $500,000 distributed by Innate to the Company. As of December 31, 2015 no shares have been issued under this agreement. The amount of shares to be issued by the Company to consultants is capped at 3,000,000. Legal Matters In the normal course of business operations the Company may become involved in various legal matters. At December 31, 2015, the Company’s management does not believe that there are any potential legal matters that could have an adverse effect on the Company’s financial position. In November 2009, the Company entered into a settlement agreement to resolve all aspects of litigation relating to a patent suit. As part of that settlement agreement, the Company received $440,000 as reimbursement for litigation costs. The Company also was awarded $200,000 in eight installments of $25,000 every six months beginning on January 15, 2011, in return for an exclusive patent license. The term of the license agreement is consistent with the term of the $25,000 semiannual payments. The $25,000 installments have been recorded as revenue upon receipt of the funds. The Company received the final installment during 2014. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events The Company has evaluated subsequent events through the date these financial statements were issued and has determined that, other than what is disclosed herein, there are no subsequent events or transactions requiring recognition or disclosure in the financial statements. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The consolidated financial statements include the accounts of the Company and its controlled subsidiary, Innate. The non- controlling interest in Innate represents the 67% equity interest held by other members of the joint venture. All intercompany transactions have been eliminated. The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include the valuation of inventory and stockholders’ equity based transactions. Actual results could differ from those estimates. |
Reclassification | Reclassification Certain amounts in the prior year have been reclassified to conform to the current year presentation. |
Inventory | Inventory At December 31, 2015 and 2014, inventory consisted primarily of cosmetic and nutraceutical additives, and finished cosmetic products. Inventory is maintained in the Company’s leased Kentucky warehouse and a third party warehouse in Nevada. Inventory is valued at the lower of cost or market with cost determined on a first-in, first-out (“FIFO”) basis. Management compares the cost of inventory with the net realizable value and an allowance is made for writing down inventory to market value, if lower. At December 31, 2015 the Company recorded an inventory reserve in the amount of $20,000 ($40,000 at December 31, 2014). Inventory consists of the following: December 31 2015 2014 Raw materials $ 25,761 $ 4,350 Finished products 35,290 36,658 $ 61,051 $ 41,008 |
Furnishings and Equipment | Furnishings and Equipment Furnishings and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets ranging from three to ten years. |
Revenue Recognition | Revenue Recognition The Company’s policy is to record revenue as earned when a firm commitment, indicating sales quantity and price exists, delivery has taken place and collectability is reasonably assured. The Company generally records sales of nutraceutical and cosmetic additives once the product is shipped to the customer, and for sales of finished cosmetic products once the customer accepts the product. If applicable, provisions for discounts, returns, allowances, customer rebates and other adjustments are netted with gross sales. The Company accounts for such provisions during the same period in which the related revenues are earned. Customer discounts, returns and rebates approximated $35,000 in 2015. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. If title does not pass until the product reaches the customer’s delivery site or the customer accepts the product, then recognition of revenue is deferred until that time. There are no formal sales incentives offered to any of the Company’s customers. Volume discounts may be offered from time to time to customers purchasing large quantities on a per transaction basis. Revenue for the year ended December 31, 2015 consists of nutraceutical and cosmetic additives ($1,079,289) and finished cosmetic products ($139,573). Revenue for the year ended December 31, 2014 consists of nutraceutical and cosmetic additives. |
Accounts receivable | Accounts receivable Accounts receivable are carried at original invoice amount less an estimate made for holdbacks and doubtful receivables based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions and sets up an allowance for doubtful accounts when collection is uncertain. Customers’ accounts are written off when all attempts to collect have been exhausted. Recoveries of accounts receivable previously written off are recorded as income when received. At December 31, 2015 the accounts receivable reserve was approximately $18,000. |
Segments | Segments The guidance for disclosures about segments of an enterprise requires that a public business enterprise report financial and descriptive information about its operating segments. Generally, financial information is required to be reported on the basis used internally for evaluating segment performance and resource allocation. The Company manages its operations in two reportable segments for purposes of assessing performance and making operating decisions. Revenue is generated predominately in the United States, and all significant assets are held in the United States, or United States territories. A summary of the company’s reportable segments as of and for the year ended December 31, 2015 is as follows: Nutraceutical and Cosmetic Additives Finished Cosmetic Products Eliminations Total Total assets $ 412,324 $ 101,828 $ 65,681 $ 448,471 Total sales $ 1,092,289 $ 139,573 $ 13,000 $ 1,218,862 Net (loss) $ (13,372 ) $ (145,860 ) $ - $ (159,232 ) Depreciation expense $ 43,748 $ - $ - $ 43,748 |
Income Taxes | Income Taxes The Company files Corporate Federal and State tax returns, while Innate, which was formed as a limited liability corporation, files a separate tax return with any tax liabilities or benefits passing through to its members. The Company records current and deferred taxes in accordance with Accounting Standards Codification (ASC) 740, “Accounting for Income Taxes.” This ASC requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of its deferred tax asset, a majority of which has been generated by a history of net operating losses and determines the necessity for a valuation allowance. ASC 740 also provides a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken in a tax return. Using this guidance, a company may recognize the tax benefit from an uncertain tax position in its financial statements only if it is more likely-than-not (i.e., a likelihood of more than 50%) that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company’s tax returns for all years since December 31, 2012, remain open to taxing authorities. |
Stock-Based Compensation | Stock-Based Compensation The Company follows the provisions of ASC 718, “Share-Based Payment”. Under this guidance compensation cost generally is recognized at fair value on the date of the grant and amortized over the respective vesting periods. The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of the Company’s shares using weekly price observations over an observation period that approximates the expected life of the options. The risk-free rate approximates the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. The estimated forfeiture rate included in the option valuation was zero. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per common share is based on the weighted average number of shares outstanding during each period presented. Warrants and options to purchase common stock are included as common stock equivalents only when dilutive. Potential common stock equivalents are excluded from dilutive earnings per share when the effects would be antidilutive. Common stock equivalents comprising shares underlying 12,775,273 and 14,107,720 options and warrants at December 31, 2015 and 2014, respectively, have not been included in the loss per share calculation as the effects are anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, a pronouncement was issued that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is in the process of evaluating the impact of the new pronouncement on its consolidated financial statements. In May 2014, the Financial Accounting Standards Board ("FASB") issued accounting guidance, "Revenue from Contracts with Customers." The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and clarify guidance for multiple-element arrangements. The standard will be effective for fiscal years and interim periods within those years beginning after December 15, 2017. Accordingly, the Company will adopt this standard in the first quarter of fiscal year 2018. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements. In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “Simplifying the Measurement of Inventory.” ASU 2015-11 applies to inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of ASU 2015-11 at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016. The Company is in the process of evaluating the impact of this ASU on its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements-Going Concern". This ASU is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. It is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company does not expect it to have a material effect on the Company's consolidated financial condition, results of operations, and cash flows. All other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC Topic 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes the following three levels of inputs that may be used to measure fair value: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. At December 31, 2015 and 2014, the Company had no investments recorded at fair market value. The carrying value of the Company’s financial instruments, including cash, trade accounts receivable and accounts payable and accrued expenses and notes payable approximate fair value for all periods presented. |
Noncontrolling Interests | Noncontrolling Interests The Company accounts for its less than 100% interest in Innate in accordance with ASC Topic 810, Consolidation, and accordingly the Company presents noncontrolling interests as a component of equity on its consolidated balance sheet and reports the noncontrolling interest share of net loss attributable to noncontrolling interests in the consolidated statement of operations. |
Concentration of Credit Risk | Concentration of Credit Risk The Company grants credit in the normal course of business to its customers. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk. The Company monitors its positions with, and the credit quality of, the financial institutions with which it invests. The Company, at times, maintains balances in various operating accounts in excess of federally insured limits. One customer in the nutraceutical and cosmetic additives division accounted for 73% and 79% of consolidated sales for the years ended December 31, 2015 and 2014, respectively. At December 31, 2015 and 2014, this customer accounted for 43% and 100% of accounts receivable, respectively. A second customer in the nutraceutical and cosmetic additives division accounted for 12% and 12% of consolidated sales for the years ended December 31, 2015 and 2014, respectively. At December 31, 2015 and 2014, this customer accounted for 24% and 0% of accounts receivable, respectively. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of inventory | December 31 2015 2014 Raw materials $ 25,761 $ 4,350 Finished products 35,290 36,658 $ 61,051 $ 41,008 |
Summary of reportable segments | Nutraceutical and Cosmetic Additives Finished Cosmetic Products Eliminations Total Total assets $ 412,324 $ 101,828 $ 65,681 $ 448,471 Total sales $ 1,092,289 $ 139,573 $ 13,000 $ 1,218,862 Net (loss) $ (13,372 ) $ (145,860 ) $ - $ (159,232 ) Depreciation expense $ 43,748 $ - $ - $ 43,748 |
Furnishings and Equipment (Tabl
Furnishings and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Furnishings and Equipment [Abstract] | |
Summary of furnishings and equipment | December 31 2015 2014 Furnishings and equipment, at cost $ 679,291 $ 679,291 Accumulated depreciation 679,291 635,543 $ - $ 43,748 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable [Abstract] | |
Summary of notes payable and advances payable activity | Officers, Directors, and Shareholders Commercial Lenders Total Balance at December 31, 2013 $ 40,200 $ - $ 40,200 Borrowing 67,000 - 67,000 Repayment (80,000 ) - (80,000 ) Balance at December 31, 2014 27,200 - 27,200 Borrowing 105,000 200,000 305,000 Repayment (47,000 ) (100,000 ) (147,000 ) Conversion to common stock (85,200 ) - (85,200 ) Balance at December 31, 2015 $ - $ 100,000 $ 100,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Schedule of deferred tax asset | December 31 2015 2014 Net operating loss $ 930,000 $ 975,000 Valuation allowance (930,000 ) (975,000 ) Total $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of outstanding and exercisable stock options/ warrants | Number of Options Balance at December 31, 2013 9,985,000 Granted 450,000 Balance at December 31, 2014 10,435,000 Granted 790,273 Cancelled (200,000 ) Balance at December 31, 2015 11,025,273 |
Summary of outstanding service-based options | Exercise Price Number of Options Weighted Average Remaining Contractual Life $0.10 1,680,273 3 years $0.20 - $0.25 8,195,000 6 years $0.40 1,150,000 6 years Total 11,025,273 |
Schedule of fair value of options granted using the Black-Scholes option-pricing model with the weighted-average assumptions | Number of Shares Weighted Average Exercise Price Year Balance at December 31, 2013 3,887,720 0.29 2014 - 2016 Expired (115,000 ) 0.40 2014 Balance at December 31, 2014 3,772,720 0.29 2015 - 2016 Expired (2,022,720 ) 0.40 2015 Balance at December 31, 2015 1,750,000 0.16 2016 - 2017 |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of outstanding and exercisable stock options/ warrants | Number of Shares Weighted Average Exercise Price Year Balance at December 31, 2013 3,887,720 0.29 2014 - 2016 Expired (115,000 ) 0.40 2014 Balance at December 31, 2014 3,772,720 0.29 2015 - 2016 Expired (2,022,720 ) 0.40 2015 Balance at December 31, 2015 1,750,000 0.16 2016 - 2017 |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of outstanding and exercisable stock options/ warrants | Number of Options Balance at December 31, 2013 9,985,000 Granted 450,000 Balance at December 31, 2014 10,435,000 Granted 790,273 Cancelled (200,000 ) Balance at December 31, 2015 11,025,273 |
Business Organization and Goi23
Business Organization and Going Concern (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Organization and Going Concern (Textual) | ||
Accumulated deficit | $ (8,586,338) | $ (8,524,346) |
Equity interest in joint venture | 33.33% | |
Percentage of voting controlling interest | 51.00% |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of inventory | ||
Raw materials | $ 25,761 | $ 4,350 |
Finished products | 35,290 | 36,658 |
Inventory, net | $ 61,051 | $ 41,008 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of reportable segments [Line Items] | ||
Total assets | $ 448,471 | $ 175,221 |
Total sales | 1,218,862 | 714,158 |
Net (loss) | (61,992) | (460,485) |
Depreciation expense | 43,748 | $ 56,975 |
Nutraceutical and cosmetic [Member] | ||
Summary of reportable segments [Line Items] | ||
Total assets | 412,324 | |
Total sales | 1,092,289 | |
Net (loss) | (13,372) | |
Depreciation expense | 43,748 | |
Cosmetic goods [Member] | ||
Summary of reportable segments [Line Items] | ||
Total assets | 101,828 | |
Total sales | 139,573 | |
Net (loss) | (145,860) | |
Elimination [Member] | ||
Summary of reportable segments [Line Items] | ||
Total assets | 65,681 | |
Total sales | $ 13,000 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies (Textual) | ||
Inventory reserve | $ 20,000 | $ 40,000 |
Furnishings and equipment depreciation, description | Depreciation is provided using the straight-line method over the estimated useful lives of the assets ranging from three to ten years. | |
Non controlling interest rate | 66.67% | |
Customer discounts, returns and rebates | $ 35,000 | |
Revenue | 1,218,862 | $ 714,158 |
Accounts receivable reserve | 18,000 | |
Nutraceutical and cosmetic [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Revenue | 1,092,289 | |
Cosmetic goods [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Revenue | $ 139,573 | |
Sales [Member] | One Customer [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk percentage | 73.00% | 79.00% |
Sales [Member] | Second Customer [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk percentage | 12.00% | 12.00% |
Accounts Receivable [Member] | One Customer [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk percentage | 43.00% | 100.00% |
Accounts Receivable [Member] | Second Customer [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Concentration risk percentage | 24.00% | 0.00% |
Warrant [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | 14,107,720 | 14,107,720 |
Option [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | 12,775,273 | 12,775,273 |
Furnishings and Equipment (Deta
Furnishings and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Furnishings and Equipment [Abstract] | ||
Furnishings and equipment, at cost | $ 679,291 | $ 679,291 |
Accumulated depreciation | $ 679,291 | 635,543 |
Furnishings and equipment, net | $ 43,748 |
Furnishings and Equipment (De28
Furnishings and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Furnishings and Equipment [Abstract] | ||
Depreciation expense | $ 43,748 | $ 56,975 |
Investment In Adiuvo Investme29
Investment In Adiuvo Investment S.A. (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Investment In Adiuvo Investment S.A. (Textual) | |||
Amount paid for options purchased | $ 100,000 | ||
Percentage of interests acquired | 10.00% | ||
Share price | $ 0.25 | ||
Minority interest in joint ventures | $ 100,000 | ||
Option to acquire additional shares amount | $ 1,500,000 | ||
Percentage of equity interest in public offerings | Less than 1 | ||
Minority interest rate | 10.00% | ||
Gain on sale of Adiuvo Investment S.A. stock | $ 127,261 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Notes Payable and Advances Payable [Line Items] | ||
Beginning Balance | $ 27,200 | $ 40,200 |
Borrowing | 305,000 | 67,000 |
Repayment of note payable | (147,000) | $ (80,000) |
Conversion to common stock | (85,200) | |
Ending Balance | 100,000 | $ 27,200 |
Officers, Directors, and Shareholders [Member] | ||
Notes Payable and Advances Payable [Line Items] | ||
Beginning Balance | 27,200 | 40,200 |
Borrowing | 105,000 | 67,000 |
Repayment of note payable | (47,000) | (80,000) |
Conversion to common stock | $ (85,200) | |
Ending Balance | $ 27,200 | |
Commercial Lenders [Member] | ||
Notes Payable and Advances Payable [Line Items] | ||
Beginning Balance | ||
Borrowing | $ 200,000 | |
Repayment of note payable | $ (100,000) | |
Conversion to common stock | ||
Ending Balance | $ 100,000 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2015 | Jul. 31, 2015 | Jan. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 01, 2015 | |
Notes payable and advance payable (Textual) | ||||||
Interest rate on notes payable | 5.00% | |||||
Interest expense on notes payable | $ 10,508 | $ 4,683 | ||||
Interest expense includes issuance of stock options | 8,500 | |||||
Borrowed from commercial lender | $ 305,000 | $ 67,000 | ||||
Shareholder [Member] | ||||||
Notes payable and advance payable (Textual) | ||||||
Debt conversion description | Two shareholders, with notes totaling $85,200, converted the notes to Company stock at seventeen cents per share. | |||||
Amount of note convert to company stock | $ 7,500 | $ 85,200 | ||||
Commercial Lenders [Member] | ||||||
Notes payable and advance payable (Textual) | ||||||
Loan payable payment terms | The loan required payment of principal and interest in 252 daily payments of $492 each commencing January 12, 2015. | |||||
Interest expense on notes payable | $ 25,425 | |||||
Borrowed from commercial lender | $ 100,000 | |||||
Second commercial lender [Member] | ||||||
Notes payable and advance payable (Textual) | ||||||
Interest rate on notes payable | 11.00% | |||||
Interest expense on notes payable | $ 1,543 | |||||
Borrowed from commercial lender | $ 100,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of deferred tax assets | ||
Net operating loss | $ 930,000 | $ 975,000 |
Valuation allowance | $ (930,000) | $ (975,000) |
Total |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes (Textual) | ||
Net operating loss carryforwards | $ 2,730,000 | |
Operating loss carryforwards, expiration date | Dec. 31, 2035 | |
Percentage of tax rate | 34.00% | |
Deferred tax liabilities, furnishings and equipment | $ 0 | $ 13,200 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options/ Warrants, Ending balance | 11,025,273 | |
Service-Based Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options/ Warrants, Beginning balance | 10,435,000 | 9,985,000 |
Number of options, Granted | 790,273 | 450,000 |
Number of Options, Cancelled | (200,000) | |
Number of Options/ Warrants, Ending balance | 11,025,273 | 10,435,000 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Summary of outstanding service-based options | |
Number of Options | shares | 11,025,273 |
$0.10 [Member] | |
Summary of outstanding service-based options | |
Exercise Price | $ / shares | $ 0.10 |
Number of Options | shares | 1,340,800 |
Weighted Average Remaining Contractual Life | 3 years |
$0.20 - $0.25 [Member] | |
Summary of outstanding service-based options | |
Number of Options | shares | 8,185,000 |
Weighted Average Remaining Contractual Life | 6 years |
$0.20 - $0.25 [Member] | Minimum [Member] | |
Summary of outstanding service-based options | |
Exercise Price | $ / shares | $ 0.20 |
$0.20 - $0.25 [Member] | Maximum [Member] | |
Summary of outstanding service-based options | |
Exercise Price | $ / shares | 0.25 |
$0.40 [Member] | |
Summary of outstanding service-based options | |
Exercise Price | $ / shares | $ 0.40 |
Number of Options | shares | 1,150,000 |
Weighted Average Remaining Contractual Life | 6 years |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Options/ Warrants, Ending balance | 11,025,273 | |
Warrant [Member] | ||
Number of Options/ Warrants, Beginning balance | 3,772,720 | 3,887,720 |
Number of Shares, Expired | (2,022,720) | (115,000) |
Number of Options/ Warrants, Ending balance | 1,750,000 | 3,772,720 |
Beginning Balance, Weighted Average Exercise Price | $ 0.29 | $ 0.29 |
Weighted Average Exercise Price, Expired | 0.40 | 0.40 |
Ending Balance, Weighted Average Exercise Price | $ 0.16 | $ 0.29 |
Year of Expiration, Balance | 2015 - 2016 | 2014 - 2016 |
Year of Expiration, Expired | 2,015 | 2,014 |
Year of Expiration, Ending Balance | 2016 - 2017 | 2015 - 2016 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of weighted-average assumptions using Black-Scholes option-pricing model | ||
Expected volatility | 50.00% | 50.00% |
Risk free interest rate | 2.00% | 2.00% |
Expected dividend yield | ||
Weighted average grant date fair value | $ 0.03 | $ 0.02 |
Minimum [Member] | ||
Summary of weighted-average assumptions using Black-Scholes option-pricing model | ||
Expected option term (in years) | 1 year | 1 year |
Maximum [Member] | ||
Summary of weighted-average assumptions using Black-Scholes option-pricing model | ||
Expected option term (in years) | 5 years | 5 years |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) | 1 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2015USD ($)Consultantsshares | Oct. 31, 2015USD ($)Consultants$ / sharesshares | Jul. 31, 2015USD ($)shares | May. 31, 2015USD ($)shares | Sep. 30, 2014USD ($)Consultantsshares | Aug. 31, 2014USD ($)$ / sharesshares | Jan. 31, 2014USD ($)Consultantsshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013shares | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options exercisable intrinsic value | $ 33,605 | $ 0 | ||||||||
Number of options exercisable | shares | 11,025,273 | 10,335,000 | ||||||||
Number of Options | shares | 11,025,273 | |||||||||
Stock-based compensation expense | $ 77,300 | $ 45,000 | ||||||||
Common stock issued, value | $ (10,800) | |||||||||
Company stock cancelled | ||||||||||
Interest Expense | $ 37,476 | $ 4,683 | ||||||||
Shareholder [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Option granted | shares | 300,000 | |||||||||
Notes payable | $ 75,000 | 75,000 | ||||||||
Amount of note convert to company stock | $ 7,500 | $ 85,200 | ||||||||
Common stock issued to shareholders | shares | 441,177 | |||||||||
Options expiration period | 3 years | |||||||||
Investor [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Retired shares of common stock issued to investors, value | $ 10,800 | |||||||||
Retired shares of common stock issued to investors | shares | 120,000 | |||||||||
Consultant [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options expiration period | 10 years | |||||||||
Number of options, Granted | shares | 110,000 | 450,000 | 300,000 | |||||||
Weighted average exercise price, Granted | $ / shares | $ 0.20 | $ 0.20 | ||||||||
Number of options, Granted value | $ 2,800 | $ 8,000 | ||||||||
Stock-based compensation expense | $ 8,000 | |||||||||
Common stock issued, value | $ 65,000 | |||||||||
Common shares issued | shares | 500,000 | |||||||||
Stock option amortized service period | 1 year | |||||||||
Number of Options, Cancelled | shares | 100,000 | |||||||||
Company stock cancelled | $ 28,000 | |||||||||
Number of fully vested service-based options issued | shares | 200,000 | |||||||||
Number of consultant | Consultants | 2 | 2 | 4 | 1 | ||||||
Value of restricted shares issued to consultants | $ 52,500 | $ 28,000 | ||||||||
Restricted shares issued to consultants, shares | shares | 525,000 | 100,000 | ||||||||
Minimum [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Annual sales revenue target | 2,000,000 | |||||||||
Maximum [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Annual sales revenue target | $ 100,000,000 | |||||||||
Performance Based Stock Options [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Number of options, Granted | shares | 9,305,000 | |||||||||
Number of Options | shares | 300,000 | |||||||||
Stock-based compensation expense | $ 142,300 | $ 125,500 | ||||||||
Unearned share based compensation | 333,700 | |||||||||
Compensation and related expenses | 133,800 | $ 125,500 | ||||||||
Interest Expense | $ 8,500 | |||||||||
Performance Based Stock Options [Member] | Minimum [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Weighted average exercise price, Granted | $ / shares | $ 0.20 | |||||||||
Annual sales revenue target | $ 2,000,000 | |||||||||
Performance Based Stock Options [Member] | Maximum [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Weighted average exercise price, Granted | $ / shares | $ 5 | |||||||||
Annual sales revenue target | $ 100,000,000 | |||||||||
Employee Stock Option [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Number of options, Granted | shares | 790,273 | 450,000 | ||||||||
Number of Options | shares | 11,025,273 | 10,435,000 | 9,985,000 | |||||||
Stock-based compensation expense | $ 22,300 | $ 17,500 | ||||||||
Number of Options, Cancelled | shares | 200,000 | |||||||||
Number of shares expiration in period | shares | 500,000 | |||||||||
Warrant [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options expiration period | 1 year | |||||||||
Number of shares expiration in period | shares | 1,500,000 | |||||||||
Director [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Option granted | shares | 40,800 | |||||||||
Notes payable | $ 10,200 | |||||||||
Amount of note convert to company stock | $ 1,000 | |||||||||
Common stock issued to shareholders | shares | 60,000 | |||||||||
Options expiration period | 3 years | |||||||||
Number of options, Granted | shares | 450,000 | |||||||||
Director [Member] | Employee Stock Option [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options expiration period | 1 year | |||||||||
Number of shares expiration in period | shares | 500,000 | |||||||||
Fair value of warrants | $ 55,000 | |||||||||
President [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options expiration period | 3 years | |||||||||
Number of options, Granted | shares | 339,473 | |||||||||
Weighted average exercise price, Granted | $ / shares | $ 0.10 | |||||||||
Number of options, Granted value | $ 13,000 | |||||||||
Common shares issued | shares | 449,225 | |||||||||
Royalties payable | $ 84,868 | |||||||||
President [Member] | Warrant [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||||||
Options expiration period | 2 years | |||||||||
Number of shares expiration in period | shares | 1,500,000 | |||||||||
Fair value of warrants | $ 55,000 |
Royalties (Details)
Royalties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Royalties (Textual) | ||
Royalty based upon sales amount | $ 227,175 | |
Percentage of royalty based upon sales | 8.00% | |
Royalty expense | $ 20,157 | $ 45,000 |
Accounts payable and accrued expenses | $ 56,579 | $ 132,986 |
President [Member] | ||
Royalties (Textual) | ||
Interest in royalty | 60.00% | |
Royalties payable | $ 84,868 | |
Common shares issued | 499,225 | |
Stock cents per share prcie | $ 0.17 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Nov. 30, 2009 | Dec. 31, 2015 | Dec. 31, 2014 |
Commitments and Contingencies (Textual) | |||
Lease expiration date | May 31, 2016 | ||
Operating leases, rent expense | $ 65,968 | $ 52,301 | |
Monthly lease rental payments | 3,500 | ||
Salaries, wages and officers compensation | $ 145,000 | ||
Stock option exercise price lower range limit | $ 0.20 | ||
Stock option exercise price upper range limit | $ 5 | ||
Stock issued during period performance based options to purchase common stock | 9,305,000 | ||
Percentage of bonus compensation for pretax income | 15.00% | ||
Litigation amount in installments | $ 200,000 | ||
Number of installments | Eight installments | ||
Installments paid for every six months | $ 25,000 | ||
Litigation semiannual payments | 25,000 | ||
Revenue installments on receipt of funds | $ 25,000 | ||
Legal settlement proceeds receivable | |||
Proceeds from litigation settlement | $ 440,000 | ||
Common stock issued, value | $ (10,800) | ||
December 31, 2016 [Member] | |||
Commitments and Contingencies (Textual) | |||
Monthly lease rental payments | $ 17,578 | ||
Restricted Stock [Member] | |||
Commitments and Contingencies (Textual) | |||
Restricted shares issued to consultants, shares | 150,000 | ||
Common stock issued, value | $ 500,000 | ||
Shares to be issued to consultants | 3,000,000 | ||
Minimum [Member] | |||
Commitments and Contingencies (Textual) | |||
Employment and consulting agreements expiration period | 1 year | ||
Annual sales revenue target | $ 2,000,000 | ||
Maximum [Member] | |||
Commitments and Contingencies (Textual) | |||
Employment and consulting agreements expiration period | 5 years | ||
Annual sales revenue target | $ 100,000,000 |