Cover
Cover | 3 Months Ended |
Mar. 31, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | VerifyMe, Inc. |
Entity Central Index Key | 0001104038 |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered (1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee Units consisting of shares of Common Stock, par value $0.001 per share, and Warrants to purchase shares of Common Stock, par value $0.001 per share (2) $ 6,500,000 $ 843.70 (8) Common Stock included as part of the Units — — Warrants to purchase shares of Common Stock included as part of the Units (3) — — Shares of Common Stock issuable upon exercise of the Warrants (4)(5) $ — $ Representative’s Warrants (5) — — Shares of Common Stock issuable upon exercise of Representative’s Warrants (6)(7) $ 572,000 $ 74.25 (8) Total $ 7,072,000 $ 917.95 (8) (1) In the event of a stock split, stock dividend, or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act. (2) Includes stock and/or warrants that may be issued upon exercise of a 45-day option granted to the representative of the underwriters to cover over-allotments, if any. (3) In accordance with Rule 457(i) under the Securities Act, because the shares of the Registrant’s common stock underlying the warrants and Representative’s warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby. (4) There will be issued 54,166,667 warrants to purchase one share of common stock for every one share of common stock offered. The warrants are exercisable at a per share price of % of the common stock public offering price. (5) No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act. (6) Includes shares of common stock which may be issued upon exercise of additional warrants which may be issued upon exercise of 45-day option granted to the representative of the underwriters to cover over-allotments, if any. (7) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The warrants are exercisable at a per share exercise price equal to 110% of the public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Representative’s warrants is $572,000, which is equal to 110% of $520,000 (8% of $6,500,000). (8) Previously paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. |
Entity Incorporation, State or Country Code | NV |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 885,622 | $ 252,766 | $ 1,673,201 |
Accounts Receivable | 66,208 | 81,113 | 30,373 |
Deposits on Equipment | 51,494 | ||
Prepaid expenses and other current assets | 46,801 | 31,801 | 25,781 |
Inventory | 41,158 | 30,158 | 41,982 |
TOTAL CURRENT ASSETS | 1,039,789 | 447,332 | 1,771,337 |
PROPERTY AND EQUIPMENT | |||
Equipment for Lease, net of accumulated depreciation of $11,435 and $0 as of March 31, 2020 and December 31, 2019 | 239,149 | 177,021 | |
INTANGIBLE ASSETS | |||
Patents and Trademarks, net of accumulated amortization of $299,220, $292,587 and $258,294 as of March 31, 2020, December 31, 2019 and December 31, 2018 | 218,983 | 218,570 | 209,049 |
Capitalized Software Costs, net of accumulated amortization of $5,011, $0 and $0 as of March 31, 2020, December 31, 2019 and December 31, 2018 | 95,220 | 100,231 | 70,231 |
TOTAL ASSETS | 1,593,141 | 943,154 | 2,050,617 |
CURRENT LIABILITIES | |||
Convertible Debt, net of unamortized debt discount | 297,997 | ||
Derivative Liability | 171,499 | ||
Accounts payable and other accrued expenses | 427,828 | 422,297 | 411,211 |
Accrued Payroll | 131,507 | 119,041 | 69,041 |
TOTAL CURRENT LIABILITIES | 559,335 | 1,010,834 | 480,252 |
LONG - TERM LIABILITIES | |||
Convertible Debt, net of unamortized debt discount | 103,305 | ||
Related Party Convertible Debt, net of unamortized debt discount | 20,512 | ||
TOTAL LONG - TERM LIABILITIES | 123,817 | ||
TOTAL LIABILITIES | 683,152 | 1,010,834 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Common stock of $.001 par value; 675,000,000 authorized; 112,920,804, 111,893,779 and 102,553,706 issued, 112,570,264, 111,543,239 and 102,203,166 shares outstanding as of March 31, 2020, December 31, 2019 and December 31, 2018 | 112,570 | 111,544 | 102,203 |
Additional paid in capital | 63,774,320 | 61,705,514 | 60,844,796 |
Treasury stock as cost (350,540 shares at March 31, 2020, December 31, 2019 and and December 2018) | (113,389) | (113,389) | (113,389) |
Accumulated deficit | (62,863,512) | (61,771,349) | (59,263,550) |
STOCKHOLDERS' EQUITY (DEFICIT) | 909,989 | (67,680) | 1,570,365 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 1,593,141 | 943,154 | 2,050,617 |
Series A Convertible Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Convertible Preferred Stock | 305 | ||
STOCKHOLDERS' EQUITY (DEFICIT) | 305 | ||
Series B Convertible Preferred Stock [Member] | |||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Convertible Preferred Stock | |||
STOCKHOLDERS' EQUITY (DEFICIT) |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accumulated amortization, equipment for Lease | $ 11,435 | $ 0 | |
Accumulated amortization, patent and trademarks | 299,220 | 292,587 | $ 258,294 |
Accumulated amortization, capitalized software costs | $ 5,011 | $ 0 | $ 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, authorized | 675,000,000 | 675,000,000 | 675,000,000 |
Common stock, issued | 112,920,804 | 111,893,779 | 102,553,706 |
Common stock, outstanding | 112,570,264 | 111,543,239 | 102,203,166 |
Treasury stock, shares | 350,540 | 350,540 | 350,540 |
Series A Convertible Preferred Stock [Member] | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 37,564,767 | 37,564,767 | 37,564,767 |
Preferred stock, issued | 0 | 0 | 304,778 |
Preferred stock, outstanding | 0 | 0 | 304,778 |
Series B Convertible Preferred Stock [Member] | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 85 | 85 | 85 |
Preferred stock, issued | 0.85 | 0.85 | 0.85 |
Preferred stock, outstanding | 0.85 | 0.85 | 0.85 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |||||
NET REVENUE | ||||||||
Sales | $ 91,846 | $ 46,454 | $ 244,748 | $ 74,884 | ||||
COST OF SALES | 16,802 | 14,767 | 45,059 | 28,802 | ||||
GROSS PROFIT | 75,044 | 31,687 | 199,689 | 46,082 | ||||
OPERATING EXPENSES | ||||||||
General and administrative | 570,582 | [1] | 232,682 | [1] | 1,358,748 | [2] | 1,585,329 | [2] |
Legal and accounting | 36,551 | 62,364 | 246,255 | 416,772 | ||||
Payroll expenses | 93,995 | [1] | 104,789 | [1] | 469,031 | [2] | 316,837 | [2] |
Research and development | 3,643 | 5,119 | 187,655 | |||||
Sales and marketing | 42,910 | [1] | 143,143 | [1] | 553,109 | [2] | 135,290 | [2] |
Total Operating expenses | 744,038 | 546,621 | 2,632,262 | 2,641,883 | ||||
LOSS BEFORE OTHER INCOME (EXPENSE) | (668,994) | (514,934) | (2,432,573) | (2,595,801) | ||||
OTHER (EXPENSE) INCOME | ||||||||
Interest (expenses) income, net | (142,665) | 1,628 | (96,891) | 6,664 | ||||
Change in fair value of embedded derivative | 21,665 | |||||||
Gain on derecognition of note payable and accrued interest | 83,667 | |||||||
Settlement agreement with shareholders | (779,000) | |||||||
Gain on accounts payable forgiveness | 352,008 | |||||||
Loss on Extinguishment of debt | (280,504) | |||||||
TOTAL OTHER (EXPENSE) INCOME | (423,169) | 1,628 | (75,226) | (336,661) | ||||
NET LOSS | $ (1,092,163) | $ (513,306) | $ (2,507,799) | $ (2,932,462) | ||||
LOSS PER SHARE | ||||||||
BASIC (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.03) | ||||
DILUTED (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.03) | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||||||
BASIC (in shares) | 112,014,233 | 94,092,049 | 107,455,581 | 93,851,170 | ||||
DILUTED (in shares) | 112,014,233 | 94,092,049 | 107,455,581 | 93,851,170 | ||||
[1] | Includes stock based compensation of $322,629 and $89,085 for the three months ended March 31, 2020 and 2019, respectively. | |||||||
[2] | Includes share-based compensation of $799,654 and $828,203 for the year ended December 31, 2019 and 2018, respectively |
Statements of Operations (Una_2
Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||
Stock-based compensation | $ 322,629 | $ 89,085 | $ 799,654 | $ 828,203 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (1,092,163) | $ (513,306) | $ (2,507,799) | $ (2,932,462) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation | 40,234 | 138,442 | 44,120 | |
Fair value of options in exchange for services | 217,605 | 123,711 | 422,682 | 329,193 |
Fair value of restricted stock awards issued in exchange for services | 64,790 | (34,626) | 238,530 | 454,890 |
Gain on accounts payable forgiveness | (352,008) | |||
Share-based payment for settlement agreement with shareholders | 279,000 | |||
Gain on derecognition of note payable and accrued interest | (83,667) | |||
Loss on Extinguishment of Debt | 280,504 | |||
Amortization of debt discount | 123,817 | 99,954 | ||
Change in Fair Value of Embedded Derivative | (21,665) | |||
Amortization and depreciation | 23,078 | 5,707 | 34,294 | 20,963 |
Changes in operating assets and liabilities: | ||||
Accounts Receivable | 14,905 | 2,111 | (50,740) | (30,373) |
Deposits on Equipment | (163,090) | |||
Inventory | (11,000) | 11,608 | 11,824 | (41,982) |
Prepaid expenses and other current assets | (15,000) | (4,200) | (6,020) | (7,113) |
Accounts payable and accrued expenses | 17,997 | (21,096) | 61,086 | (57,275) |
Net cash used in operating activities | (335,233) | (593,181) | (1,579,412) | (2,376,714) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of Patents | (7,045) | (24,435) | (43,815) | (38,505) |
Purchase of Equipment for Lease | (22,069) | (177,021) | ||
Deposits on Equipment | (51,494) | |||
Capitalized Software Costs | (30,000) | (70,231) | ||
Net cash used in investing activities | (29,114) | (24,435) | (302,330) | (108,736) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Repayment of Bridge Financing and early redemption fee | (750,000) | |||
Proceeds from convertible debt, net of costs | 1,747,203 | 461,307 | ||
Proceeds from exercise of warrants | 2,312,005 | |||
Proceeds from sale of common stock | 1,153,645 | |||
Net cash provided by financing activities | 997,203 | 461,307 | 3,465,650 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 632,856 | (617,616) | (1,420,435) | 980,200 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 252,766 | 1,673,201 | 1,673,201 | 693,001 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 885,622 | 1,055,585 | 252,766 | 1,673,201 |
Cash paid during the period for: | ||||
Interest | ||||
Income taxes | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||
Cashless Exercise of Stock Options | 4,028 | |||
Cashless Exercise of Warrants | 72 | 183 | ||
Common Stock issued in relation to convertible debt | 70,100 | |||
Recognition of embedded derivative liability recorded as debt discount | 193,164 | |||
Common Stock and Warrants Issued for Common Stock Payable | 122,478 | |||
Relative fair value of common stock issued in connection with 2020 Debentures | 34,412 | |||
Relative fair value of warrants issued in connection with 2020 Debentures | 1,063,239 | |||
Beneficial conversion feature in connection with 2020 Debentures | 649,552 | |||
Series A Convertible Preferred Stock [Member] | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||
Convertible Preferred Stock converted to common stock | $ 800 | 6,096 | 400 | |
Series B Convertible Preferred Stock [Member] | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||
Convertible Preferred Stock converted to common stock | $ 599 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Dec. 31, 2017 | $ 325 | $ 53,522 | $ 56,198,126 | $ (113,389) | $ (56,331,088) | $ (192,504) | |
Balance at beginning (in shares) at Dec. 31, 2017 | 324,778 | 0.92 | 53,523,332 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of Series A Convertible Preferred Stock | $ (20) | $ 400 | (380) | ||||
Conversion of Series A Convertible Preferred Stock (in shares) | (20,000) | 400,000 | |||||
Conversion of Series B Convertible Preferred Stock | $ 599 | (599) | |||||
Conversion of Series B Convertible Preferred Stock (in shares) | (0.07) | 599,362 | |||||
Sale of common stock | $ 15,906 | 1,137,739 | 1,153,645 | ||||
Sale of common stock (in shares) | 15,906,168 | ||||||
Settlement Agreement | $ 1,000 | 278,000 | 279,000 | ||||
Settlement Agreement (in shares) | 1,000,000 | ||||||
Conversion of notes payable | $ 1,750 | 120,728 | 122,478 | ||||
Conversion of notes payable (in shares) | 1,749,683 | ||||||
Cash Exercise of Warrants | $ 22,432 | 2,289,573 | 2,312,005 | ||||
Cash Exercise of Warrants (in shares) | 22,432,184 | ||||||
Cashless Exercise of Warrants | $ 183 | (183) | |||||
Cashless Exercise of Warrants (in shares) | 182,659 | ||||||
Cashless Exercise of Stock Options | $ 4,028 | (4,028) | |||||
Cashless Exercise of Stock Options (in shares) | 4,027,778 | ||||||
Fair value of stock option | 329,193 | 329,193 | |||||
Restricted Stock awards and Restricted Stock Units | $ 2,213 | 452,677 | 454,890 | ||||
Restricted Stock awards and Restricted Stock Units (in shares) | 2,212,500 | ||||||
Common stock and warrants issued for services | $ 170 | 43,950 | 44,120 | ||||
Common stock and warrants issued for services (in shares) | 169,500 | ||||||
Warrant Forfeiture | |||||||
Net loss | (2,932,462) | (2,932,462) | |||||
Balance at ending at Dec. 31, 2018 | $ 305 | $ 102,203 | 60,844,796 | (113,389) | (59,263,550) | 1,570,365 | |
Balance at ending (in shares) at Dec. 31, 2018 | 304,778 | 0.85 | 102,203,166 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of Series A Convertible Preferred Stock | $ (40) | $ 800 | (760) | ||||
Conversion of Series A Convertible Preferred Stock (in shares) | (40,000) | 800,000 | |||||
Fair value of stock option | 123,711 | 123,711 | |||||
Restricted Stock awards and Restricted Stock Units | $ 640 | (35,266) | (34,626) | ||||
Restricted Stock awards and Restricted Stock Units (in shares) | 640,000 | ||||||
Common stock and warrants issued for services | |||||||
Common stock and warrants issued for services (in shares) | |||||||
Net loss | (513,306) | (513,306) | |||||
Balance at ending at Mar. 31, 2019 | $ 265 | $ 103,643 | 60,932,481 | (113,389) | (59,776,856) | 1,146,144 | |
Balance at ending (in shares) at Mar. 31, 2019 | 264,778 | 0.85 | 103,643,166 | ||||
Balance at beginning at Dec. 31, 2018 | $ 305 | $ 102,203 | 60,844,796 | (113,389) | (59,263,550) | 1,570,365 | |
Balance at beginning (in shares) at Dec. 31, 2018 | 304,778 | 0.85 | 102,203,166 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of Series A Convertible Preferred Stock | $ (305) | $ 6,096 | (5,791) | ||||
Conversion of Series A Convertible Preferred Stock (in shares) | (304,778) | 6,095,569 | |||||
Cashless Exercise of Warrants | $ 72 | (72) | |||||
Cashless Exercise of Warrants (in shares) | 71,774 | ||||||
Fair value of stock option | 422,682 | 422,682 | |||||
Restricted Stock awards and Restricted Stock Units | $ 1,000 | 237,530 | 238,530 | ||||
Restricted Stock awards and Restricted Stock Units (in shares) | 1,000,000 | ||||||
Common stock issued for services | $ 1,173 | 137,269 | 138,442 | ||||
Common stock issued for services (in shares) | 1,172,730 | ||||||
Common stock issued in relation to Bridge Financing | $ 1,000 | 69,100 | 70,100 | ||||
Common stock issued in relation to Bridge Financing (in shares) | 1,000,000 | ||||||
Net loss | (2,507,799) | (2,507,799) | |||||
Balance at ending at Dec. 31, 2019 | $ 111,544 | 61,705,514 | (113,389) | (61,771,349) | (67,680) | ||
Balance at ending (in shares) at Dec. 31, 2019 | 0.85 | 111,543,239 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of Series A Convertible Preferred Stock | |||||||
Conversion of Series A Convertible Preferred Stock (in shares) | |||||||
Fair value of stock option | 217,605 | 217,605 | |||||
Restricted Stock awards and Restricted Stock Units | 64,790 | 64,790 | |||||
Common stock issued for services | $ 66 | 7,668 | 7,734 | ||||
Common stock issued for services (in shares) | 66,666 | ||||||
Common stock issued in relation to Bridge Financing | $ 960 | 65,952 | 66,912 | ||||
Common stock issued in relation to Bridge Financing (in shares) | 960,359 | ||||||
Beneficial conversion feature in connection with 2020 Debentures | 649,552 | 649,552 | |||||
Warrants issued in connection with 2020 Debentures | 1,063,239 | 1,063,239 | |||||
Net loss | (1,092,163) | (1,092,163) | |||||
Balance at ending at Mar. 31, 2020 | $ 112,570 | $ 63,774,320 | $ (113,389) | $ (62,863,512) | $ 909,989 | ||
Balance at ending (in shares) at Mar. 31, 2020 | 0.85 | 112,570,264 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Business VerifyMe, Inc. (“VerifyMe,” or the “Company,” “we,” “us,” “our”) was incorporated in the State of Nevada on November 10, 1999. The Company is based in Rochester, New York and its common stock, par value $0.001 per share, is traded on the over-the-counter market and quoted on the OTCQB under the symbol “VRME”. The Company is a technology solutions provider specializing in brand protection functions such as counterfeit prevention, authentication, serialization, track and trace features for labels, packaging and products. The Company began to commercialize its covert luminescent pigment, RainbowSecure®, in 2018 and also developed the patented VeriPAS™ software system in 2018, which covertly and overtly serializes products to track a product’s “life cycle” for brand owners. We believe VeriPAS™ is the only invisible covert serialization and authentication solution deployed through variable digital printing on HP Indigo printing systems with a smartphone tracking and authentication system. VeriPAS™ is capable of fluorescing, decoding, and verifying invisible RainbowSecure® codes in the field – designed to allow investigators to quickly and efficiently authenticate product throughout the distribution chain, including warehouses, ports of entry, retail locations, and product purchased over the internet for inspection and investigative actions. This technology is coupled with a secure cloud-based track and trace software engine which allows brands and investigators to see where products originate and where they are deployed with geo location mapping and intelligent programable alerts. Brand owners access the VeriPAS™ software over the internet. Brand owners can then set rules of engagement, establish marketing programs for customer engagement and control, and monitor and protect their products “life cycle.” The Company has not yet derived any revenue from the VeriPAS™ software system and has derived limited revenue from the sale of our RainbowSecure® technology. The Company’s activities are subject to significant risks and uncertainties, including the need to secure additional funding for working capital and to further develop the Company’s intellectual property. Basis of Presentation The accompanying unaudited interim financial statements (the “Interim Statements”) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The Interim Statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2020. The accompanying Interim Statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The interim results for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. Revenue Recognition The Company accounts for revenues according to Accounting Standards Codification (“ASC”) Topic 606, “ Revenue from Contracts with Customers” The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligations are satisfied. During the three months ended March 31, 2020, the Company’s revenues were primarily made up of revenue generated from printing labels with the Company’s technology. Sequencing As of September 19, 2019, the Company adopted a sequencing policy whereby all equity-linked instruments issued prior to the closing of the $600,000 secured convertible debentures on September 19, 2019 may be classified as equity and all future equity-linked instruments may be classified as a derivative liability with the exception of instruments related to stock-based compensation issued to employees or directors. As of March 6, 2020 the Company redeemed the secured convertible debentures issued as of September 19, 2019 and as a result abandoned the sequencing policy previously adopted, so that all equity-linked instruments going forward may be classified as equity. Convertible Debt The Company recognizes the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert debt into common stock at a price per share that is less than the trading price to the public on the date of the debt. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debt, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method. Basic and Diluted Net Income per Share of Common Stock The Company follows Financial Accounting Standards Board (“FASB”) ASC 260, “Earnings Per Share,” when reporting earnings per share resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. For each of the three months ended March 31, 2020 and 2019, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For the three months ended March 31, 2020, there were approximately 101,899,000 anti-dilutive shares consisting of 22,614,000 shares issuable upon exercise of options, 47,163,000 shares issuable upon exercise of warrants, 7,222,000 shares issuable upon conversion of preferred stock and 24,900,000 shares issuable upon conversion of convertible debentures. For the three months ended March 31, 2019, there were approximately 54,373,000 anti-dilutive shares consisting of 19,614,000 shares issuable upon exercise of options, 22,241,000 shares issuable upon exercise of warrants and 12,518,000 shares issuable upon conversion of preferred stock. Going Concern The Company has suffered recurring losses from operations and negative cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management's plans to continue as a going concern include raising additional capital through increased sales of product and by sales of securities. The Company’s business plans are dependent on the ability to raise capital through the possible exercise of outstanding options and warrants, through debt financing and/or through future public or private offering of our securities. The Company’s plans to raise capital may be disrupted by the volatility in the capital markets raised by the COVID-19 pandemic. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. Recently Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements. Effective January 1, 2019, the Company adopted ASU No. 2016-02 – “Leases (Topic 842)” and the series of related Accounting Standards Updates that followed (collectively referred to as “Topic 842”) using the modified retrospective approach. The adoption of Topic 842 did not have a material impact on the Company’s financial statements. | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business The Company was incorporated in the State of Nevada on November 10, 1999. The Company is based in Rochester, New York and its common stock, par value $0.001 per share, is traded on the over-the-counter market and quoted on the OTCQB. The Company is a technology solutions provider specializing in brand protection functions such as counterfeit prevention, authentication, serialization, track and trace features for labels, packaging and products. Leveraging the Company’s covert luminescent pigment, RainbowSecure®, which the Company began commercializing in 2018, it has also developed the patent pending VeriPAS™ software system in 2018, which covertly and overtly serializes products to track a product’s “life cycle” for brand owners. We believe VeriPAS™ is the only invisible covert serialization and authentication solution deployed through variable digital printing on HP Indigo printing systems with a smartphone tracking and authentication system. VeriPAS™ is capable of fluorescing, decoding, and verifying invisible RainbowSecure® codes in the field – designed to allow investigators to quickly and efficiently authenticate product throughout the distribution chain, including warehouses, ports of entry, retail locations, and product purchased over the internet for inspection and investigative actions. This technology is coupled with a secure cloud based track and trace software engine which allows brands and investigators to see where products originate and where they are deployed with geo location mapping and intelligent programable alerts. Brand owners access the VeriPAS™ software over the internet. Brand owners can then set rules of engagement, establish marketing programs for customer engagement and control, and monitor and protect their products “life cycle.” The Company has not yet derived any revenue from the VeriPAS™ software system and has derived minimal revenue from the sale of our RainbowSecure® technology. The Company’s activities are subject to significant risks and uncertainties, including the need to secure additional funding for working capital and to further develop the Company’s intellectual property. Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Fair Value of Financial Instruments The Company’s financial instruments consist of accounts receivable, accounts payable and accrued expenses, secured convertible debentures, embedded derivative liability and warrant liability. The carrying value of accounts receivable, accounts payable and accrued expenses approximate their fair value because of their short maturities. The Company believes the carrying amount of its notes payable approximate fair value based on rates and other terms currently available to the Company for similar debt instruments. The Company follows FASB ASC 820, “Fair Value Measurements and Disclosures,” and applies it to all assets and liabilities that are being measured and reported on a fair value basis. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs that are not corroborated by market data The level in the fair value within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Cash and Cash Equivalents For purposes of reporting cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and certificates of deposit and commercial paper with original maturities of 90 days or less to be cash or cash equivalents. Accounts Receivable Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, such allowances may be required. The Company recognized $0 and $0 for allowance for doubtful accounts as of December 31, 2019 and 2018, respectively. Concentration of Credit Risk Involving Cash and Cash Equivalents The Company’s cash and cash equivalents are held at one financial institution. At times, the Company’s deposits may exceed Federal Deposit Insurance Corporation (FDIC) coverage limits. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits. Inventory Inventory principally consists of canisters and pigments and is stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. Patents and Trademarks Our current patent and trademark portfolios consist of 9 granted US patents and one granted European patent validated in four countries, four pending US and foreign patent applications, four registered US trademarks, one EU foreign registration one and Colombian foreign registration, and seven pending US and foreign trademark applications. Our registered patents expire between the years 2019 and 2033. Costs associated with the registration and legal defense of the patents have been capitalized and are amortized on a straight-line basis over the estimated lives of the patents which were determined to be 17 to 19 years. Equipment for Lease Equipment for lease principally consists of costs associated with the development, certification and production of the VerifyMe Beeper and the VeriPAS™ Smartphone Authenticator technology. These technologies are leased to customers typically for a period of one year in length with automatically renewable leases cancellable by either party by written notice provided 90 days in advance. We examined the effect of ASU No. 2016-02- “Lease (Topic 842)” and determined the impact is not material. Our policy is to capitalize the costs related to this equipment and depreciate on a straight-line basis over the estimated lives of the equipment which was determined to be 5 years. As the equipment became available at the end of 2019, there is $0 depreciation for each of the years ended December 31, 2019 and 2018, respectively. Capitalized Software Costs incurred in connection with the development of software related to our proprietary digital products are accounted for in accordance with the Financial Accounting Standards Board Accounting Standards Codification ("ASC") 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software development costs begins once the product is available to the market which started in January 2020. Capitalized software development costs are amortized over the estimated life of the related product, generally five years, using the straight-line method. The Company will evaluate its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. During the years ended December 31, 2019 and 2018, the Company capitalized $30,000 and $70,231, respectively, for capitalized software. As the capitalized software became available at the beginning of 2020, there is $0 amortization for each of the years ended December 31, 2019 and 2018. Long-Lived Assets The Company evaluates the recoverability of its long-lived assets in accordance with ASC 360 “Property, Plant, and Equipment.” The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cash flows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Related Parties Related parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. During the year ended December 31, 2019, the Company did not incur any charges related to related parties. During the year ended December 31, 2018, the Company incurred $30,000 related to consulting services performed by a then Director of the Board included in general and administrative on the Statement of Operations. Derivative Instruments The Company evaluates its convertible debt, preferred stock, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguish by Liabilities from Equity” (FASB ASC 480), and FASB ASC 815, “Derivatives and Hedging” (“FASB ASC 815”). The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as a liability. The change in fair value is recorded in the Statement of Operations as a component of other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified as liabilities at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. In connection with issuance of the Debentures, described in Note 5 – Convertible Debt, if any portion of the Debentures are outstanding on the 181st calendar day after the Effective Date, the Company could become contingently obligated to issue shares potentially in excess of its authorized share limit. Consequently, the ability to settle these obligations with shares would be unavailable causing these and other share-settled obligations to potentially be settled in cash. The Company applies a sequencing policy regarding share settlement wherein equity-linked financial instruments with the earliest issuance date would be settled first. Thus, all equity-linked financial instruments, which are convertible or exercisable into common stock, issued concurrent or subsequent to the Debentures are classified as derivative liabilities, with the exception of instruments related to employee share-based compensation. Sequencing As of September 19, 2019, the Company adopted a sequencing policy whereby all equity-linked instruments issued prior to the closing of the $600,000 secured convertible Debentures on September 19, 2019 may be classified as equity and all future equity-linked instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. Revenue Recognition The Company accounts for revenues according to ASC Topic 606, “ Revenue from Contracts with Customers” The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: identify the contract with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to performance obligations in the contract; and recognize revenue as the performance obligation is satisfied. During the year ended December 31, 2019, the Company’s revenues were primarily made up of revenue generated from printing labels with the Company’s technology. Income Taxes The Company follows FASB ASC 740, “Income Taxes,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Tax years from 2015 through 2018 remain subject to examination by major tax jurisdictions. Stock-based Compensation The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company accounts for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if the Company had paid cash for the services. At the end of each financial reporting period, prior to vesting or prior to the completion of the services, the fair value of the equity-based payments will be re-measured and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity-based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity-based payments are fully vested or the service completed. Advertising Costs Advertising costs are expensed as incurred. Advertising costs were approximately $6,125 and $3,987 for the years ended December 31, 2019 and 2018, respectively, and are included in Sales and Marketing on the Statement of Operations. Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed when incurred. Research and development costs for the years ended December 31, 2019 and 2018 were $5,119 and $187,655, respectively. Basic and Diluted Net Income per Share of Common Stock The Company follows FASB ASC 260, “Earnings Per Share,” when reporting Earnings Per Share resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for each of the years presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. For the years ended December 31, 2019 and 2018, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For the year ended December 31, 2019 there were approximately 51,099,000 anti-dilutive shares consisting of 21,963,000 anti-dilutive shares relating to warrants, 17,914,000 relating to options 7,222,000 relating to preferred share agreements and 4,000,000 relating to convertible debentures. For the year ended December 31, 2018 there were approximately 54,173,000 anti-dilutive shares consisting of 22,241,000 anti-dilutive shares relating to warrants, 18,614,000 relating to options and 13,318,000 relating to preferred share agreements. Recently Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements. Effective January 1, 2019, the Company adopted ASU No. 2016-02 – “Lease (Topic 842)” and the series of related Accounting Standards Updates that followed (collectively referred to as “Topic 842”) using the modified retrospective approach. The adoption of Topic 842 did not have a material impact on the Company’s financial statements. Going Concern The Company has suffered recurring losses from operations and negative cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management's plans to continue as a going concern include raising additional capital through increased sales of product and raising additional capital through incurrence of debt and the sale of our common stock and other equity securities. The Company’s business plans are dependent on the ability to raise capital through private placements of the Company’s common stock and/or preferred stock, through the possible exercise of outstanding options and warrants, through debt financing and/or through the future public offerings of our securities. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The Company needs to raise additional funds in the future in order to remain operational past that date. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 2 – PROPERTY AND EQUIPMENT Equipment for Lease During the three months ended March 31, 2020 and 2019, the Company capitalized $73,563 (including $51,494 deposit made in the prior year) and $0, respectively, in connection with the certification and production of the VerifyMe Beeper and the VeriPAS™ Smartphone Authenticator technology. The Company depreciates equipment for lease over its useful life of five years. Depreciation expense for Equipment for lease was $11,435 and $0 for the three months ended March 31, 2020 and 2019, respectively, | NOTE 2 – EQUIPMENT FOR LEASE During the years ended December 31, 2019 and 2018, the Company capitalized $177,021 and $0, respectively, in connection with the certification and production of the VerifyMe Beeper and the VeriPAS™ Smartphone Authenticator technology. The Company will depreciate the equipment for lease over its useful life of five years. As the equipment became available at the end of 2019, there is $0 depreciation for each of the years ended December 31, 2019 and 2018, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | NOTE 3 – INTANGIBLE ASSETS Patents and Trademarks The current patent and trademark portfolios consist of ten granted U.S. patents and one granted European patent validated in four countries, four pending U.S. and foreign patent applications, five registered U.S. trademarks, three registered foreign registrations, including one each in Colombia, Europe, and Mexico, and six pending U.S. and foreign trademark applications. Costs associated with the registration and legal defense of the patents have been capitalized and are amortized on a straight-line basis over the estimated lives of the patents which were determined to be 17 to 19 years. During the three months ended March 31, 2020 and 2019, the Company capitalized $7,046 and $24,435, respectively, of patent and trademarks costs. During the three months ended March 31, 2020 and 2019, the Company amortized $6,632 and $5,707, respectively, of patent and trademarks costs. Capitalized Software Costs incurred in connection with the development of software related to our proprietary digital products are accounted for in accordance with FASB ASC 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software costs begins once the product is available to the market. Capitalized software costs are amortized over the estimated life of the related product, generally five years, using the straight-line method. The Company will evaluate its software assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Amortization expense for capitalized software was $5,011 and $0 for the three months ended March 31, 2020 and 2019, respectively, | NOTE 3 – PATENTS AND TRADEMARKS During the years ended December 31, 2019 and 2018, the Company capitalized $43,815 and $38,505, respectively, for patent costs and trademarks. Amortization and impairment expense for patents and trademarks was $34,294 and $20,963 for the years ended December 31, 2019 and 2018, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 4 – INCOME TAXES The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2019 and 2018 is as follows (in thousands) Year Ended December 31 US 2019 2018 Income before income taxes $ (2,508 ) $ (2,932 ) Taxes under statutory US tax rates (527 ) (616 ) Increase (decrease) in taxes resulting from: Increase (decrease) in valuation allowance 529 (92 ) All other 72 857 State taxes (74 ) (149 ) Income tax expense $ - $ - The increase in the Company's net increase in the valuation allowance was caused by continued net operating losses from ongoing operations. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities consist of the following (in thousands): December 31, 2019 2018 US Net operating loss $ 8,545 $ 8,316 Share based compensation 725 447 Reserves and accruals (21 ) Gross deferred tax assets 9,272 8,742 Less valuation allowance (9,272 ) (8,742 ) Total deferred tax assets - - Deferred tax liabilities: Total deferred tax liabilities - - Net deferred tax assets / (liabilities) $ - $ - As of December 31, 2019, the Company had federal and state net operating loss carry forwards of $37.8 million and $11.4 million, respectively that may be offset against future taxable income, subject to limitation under IRC Section 382, which begin to expire in 2020. No tax benefit has been reported in the December 31, 2019 or 2018 financial statements due to the uncertainty surrounding the realizability of the benefit, based on a more likely than not criteria and in consideration of available positive and negative evidence. Utilization of the net operating losses (NOL) carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code (IRC) of 1986, as amended (the Code), as well as similar state provisions. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. At the time of closing the books, the Company had not yet completed a study to determine the extent of the limitation. The Company applied the "more-likely-than-not" recognition threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as of December 31, 2019 and December 31, 2018, respectively. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest and penalties on the balance sheets and has not recognized interest and/or penalties in the statements of operations and comprehensive loss for the years ended December 31, 2019 and 2018. The Company is subject to taxation in the United States and various state jurisdictions. The Company’s tax years from inception are subject to examination by the United States and state taxing authorities due to the carryforward of unutilized NOLs. On December 22, 2017, the United States enacted significant changes to the U.S. tax law following the passage and signing of H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Tax Act”) (previously known as “The Tax Cuts and Jobs Act”). The Tax Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the corporate tax rate from 35% to 21%. The Tax Act reduced the U.S. corporate income tax rate reduction to 21% becomes effective January 1, 2018. The Company re-measured its deferred tax assets and liabilities as of December 31, 2017, applying the reduced corporate income tax rate and recorded a provisional decrease to the deferred tax assets and liabilities of $6.2 million, with a corresponding adjustment to the valuation allowance. There are no taxes payable as of December 31, 2019 or December 31, 2018. |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
CONVERTIBLE PREFERRED STOCK | NOTE 4 – CONVERTIBLE PREFERRED STOCK The Company is authorized to issue Series A Convertible Preferred Stock, par value of $0.001 per share (the “Series A”) and Series B Convertible Preferred Stock, par value of $0.001 per share (the “Series B”). As of March 31, 2020, there were no shares of Series A outstanding and 0.85 of a share of Series B outstanding convertible into 7,222,222 shares of common stock. Each share of Series A and Series B has limited voting rights, is entitled to participate with the common stock on liquidation and holders of Series A and Series B are subject to beneficial ownership limitations. Series A Convertible Preferred Stock During the three months ended March 31, 2019, 40,000 shares of Series A were converted into 800,000 shares of the Company’s common stock. | NOTE 6 – CONVERTIBLE PREFERRED STOCK The Company has outstanding Series A Preferred Stock (the “Series A”) and Series B Preferred Stock (the “Series B”). As of December 31, 2019, there were 37,564,767 authorized and 0 outstanding shares of Series A and 85 authorized and 0.85 outstanding shares of Series B. Each share of Series A and Series B has limited voting rights, is entitled to participate with the common stock on liquidation and holders of Series A and Series B have beneficial ownership limitations. Series A Convertible Preferred Stock During the year ended December 31, 2019, 304,778 shares of Series A Convertible Preferred Stock were converted into 6,095,569 shares of the Company’s common stock. During the year ended December 31, 2018, 20,000 shares of Series A Convertible Preferred Stock were converted into 400,000 shares of the Company’s common stock. Series B Convertible Preferred Stock During the year ended December 31, 2019, there were no conversions of Series B Convertible Preferred Stock into shares of the Company’s common stock. During the year ended December 31, 2018 0.07 shares of Series B Convertible Preferred Stock were converted into 599,362 shares of the Company’s Common Stock. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE DEBT | NOTE 5 – CONVERTIBLE DEBT On September 19, 2019, the Company completed the closing of $600,000 of secured convertible debentures (the “2019 Debentures”) for gross proceeds of $540,000 after original issue discounts. As of September 18, 2019 (the “Effective Date”), the Company entered into two substantially identical securities purchase agreements (the “Securities Purchase Agreements”) with two purchasers (the “Purchasers”), which provided for the issuance of up to an aggregate of $1.2 million in principal amount of the 2019 Debentures (the “Bridge Financing”) of which the first tranche of $600,000 was issued. The Securities Purchase Agreements provided for the issuance of the 2019 Debentures due one year from the dates of issuance in two $600,000 tranches: the first tranche as described above, and the second tranche, at the discretion of the Purchasers and us, to occur any time after November 17, 2019. If, at any time after November 17, 2019, the Purchasers elected not to consummate the closing of the second tranche, then the Company was entitled to raise up to $600,000 from additional investors (including the Company’s affiliates) who would have a security interest on a pari passu In connection with the 2019 Debentures, each of the Purchasers received commitment fees of $5,000 and 500,000 restricted shares (the “Commitment Shares”) of our common stock. The placement agent for the 2019 Debentures received a cash fee of 8% of the gross proceeds received at the closing and was entitled to receive warrants convertible into shares of common stock until May 2020 when the placement agent waived its right to receive the warrants. The 2019 Debentures contained provisions that entitled each Purchaser, at any time, to convert all or any portion of the outstanding principal amount of its 2019 Debenture(s) plus any accrued interest into restricted shares of common stock. If we consummated a public offering within 180 calendar days of the Effective Date, then the conversion price would be the lesser of (a) $0.15 or (b) 70% multiplied of the price per share of the common stock we issued in the public offering (the “QPI Discounted Price”), subject to further adjustment as provided in the 2019 Debentures as well as subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. Further, if the Company consummated a public offering of common stock which resulted in us receiving gross proceeds of at least $5 million within 180 calendar days of the Effective Date then we would have been obligated to repay the outstanding amounts owed under the 2019 Debentures, to the extent they were not converted and including the applicable redemption premium then in effect, within three days of consummation of such an offering. If any portion of the 2019 Debentures was outstanding on the 181st calendar day after the Effective Date, then the conversion price would equal the lesser of (a) $0.15, (b) the QPI Discounted Price, or (c) 70% of the lowest volume-weighted average price (as reported by Bloomberg LP) of the common stock on any trading day during the 20 trading days immediately preceding the date of conversion of the 2019 Debentures (provided, further, that if either we are not DWAC operational at the time of conversion, the common stock is traded on the OTC Pink at the time of conversion, or the conversion price was less than $0.01 per share, then 70% would automatically adjust to 60%). The 2019 Debentures were subject to a “conversion blocker” such that the each of the Purchasers could not convert the 2019 Debentures to the extent that the conversion would result in the Purchaser and its affiliates holding more than 4.99% of the outstanding common stock (which the Purchaser could increase to 9.99% upon at least 61 days prior written notice to us). So long as no event of default had occurred and was continuing under the 2019 Debentures, the Company could at our option call for redemption all or part of the 2019 Debentures prior to the maturity date, upon not more than two calendar days written notice, for an amount equal to: (i) if the redemption date was 90 calendar days or less from the date of issuance of the 2019 Debentures, 110% of the sum of the principal amount; (ii) if the redemption date was greater than or equal to 91 calendar days from the date of issuance of the 2019 Debentures and less than or equal to 150 calendar days from the date of issuance of the 2019 Debentures, 120% of the sum of the principal amount; (iii) if the redemption date was greater than or equal to 151 calendar days from the date of issuance of the 2019 Debentures and less than or equal to 180 calendar days from the date of issuance of the 2019 Debentures, 125% of the sum of the principal amount; and (iv) if either (1) the 2019 Debentures were in default but the holder consents to the redemption notwithstanding such default or (2) the redemption date was greater than or equal to 181 calendar days from the date of issuance of the 2019 Debentures, 130% of the sum of the principal amount. The 2019 Debentures included an adjustment provision that, subject to certain exceptions, would reduce, at the Purchaser’s option, the conversion price if we issued common stock or common stock equivalents (including in variable rate transactions) at a price lower than the then-current conversion price of the 2019 Debentures. Any reverse stock split of our outstanding shares would also have resulted in an adjustment of the conversion price of the 2019 Debentures. The conversion option, the QPI put and the put that were exercisable upon certain financing events are embedded derivatives that are collectively bifurcated at fair value, with subsequent changes in fair value recognized in the Statement of Operations. The fair value estimate is a Level 3 measurement as defined by ASC Topic 820, Fair Value Measurements and Disclosures, as it is based on significant inputs not observable in the market. The Company estimated the fair value of the monthly payment provision using a Monte Carlo Simulation, with 10,000 trials, with the following key inputs: March 31, 2020 December 31, 2019 Stock price - $0.07 - $0.10 Terms (years) - 0.72 – 1.00 Volatility - 153.9% - 195.7% Risk-free rate - 1.60% - 1.87% Probability of QPI - 50% As of December 31, 2019, the Company’s warrants issuable to the Company’s placement agent in relation to the 2019 Debentures were treated as derivative liabilities and changes in the fair value were recognized in earnings. These common stock purchase warrants did not trade on an active securities market, and as such, the Company estimated the fair value of these warrants using the Black-Scholes method and the following assumptions: March 31, December 31, Closing trade price of Common Stock $ - $ 0.07 Intrinsic value of conversion option per share $ - $ 0.07 March 31, December 31, Annual Dividend Yield - 0.0% Expected Life (Years) - 5 Risk-Free Interest Rate - 1.68%-1.69% Expected Volatility - 445.01%-453.08% Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term of these warrants. The Company had no reason to believe future volatility over the expected remaining life of these warrants was likely to differ materially from historical volatility. The expected life was based on the remaining contractual term of the warrants. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the warrants. The Company recorded a total of $401,957 debt discount upon the closing of the 2019 Debentures, including the $171,425 fair value of the embedded derivative liability, $70,100 fair value of the common stock issued, $78,693 of direct transaction costs incurred, $21,739 related to warrants issuable to the placement agent, and $60,000 original issue discount. The debt discount is amortized to interest expense over the term of the loan. Amortization of the debt discount associated with the 2019 Debentures was $99,954 for the year ended December 31, 2019 and was included in interest expense in the Statements of Operations. The 2019 Debentures were fully redeemed on February 26, 2020, for a face value of $600,000 and an early redemption fee of $150,000 resulting in a $280,504 loss on extinguishment of debt included in the Statement of Operations. The following table summarizes the 2019 Debentures outstanding as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 Convertible Debentures, due September 18, 2020: Principal value $ - $ 600,000 Unamortized debt discount - (302,003 ) Carrying value of convertible notes - 297,997 Total short-term carrying value of Convertible Debentures $ - $ 297,997 Embedded Derivative Liability: Fair value of derivative liability, December 31, 2019 $ 171,499 Gain on extinguishment of debt (171,499 ) Fair value of derivative liability, March 31, 2020 $ - On March 6, 2020, the Company completed the offering of $1,992,000 of senior secured convertible debentures (the “2020 Debentures”) and raised $1,992,000 in gross proceeds from the sale of the 2020 Debentures and Warrants (defined below). Of this amount, $330,000 was received from four directors and an entity in which one officer of the Company is a majority owner and co-manager. The Company received $1,747,203 after deducting direct transaction costs. The Company used $750,000 of the net proceeds to redeem the existing 2019 Debentures prior to maturity, with a face value of $600,000 and an early redemption fee of $150,000. The 2020 Debentures become due eighteen months following issuance as follows; $932,000 on August 26, 2021, $830,000 on August 28, 2021 and $150,000 on September 6, 2021. The Company’s capital structure after the closing had no outstanding variably-priced convertible instruments on its Balance Sheets. The 2020 Debentures are secured by a blanket lien on all assets of the Company until such time the 2020 Debenture is paid in full or converted in full. The 2020 Debentures shall automatically convert into shares of the Company’s common stock upon the earliest to occur of (i) the commencement of trading of the common stock on the NASDAQ, New York Stock Exchange or NYSE American (an “Uplist”) at the Uplist Conversion Price; or (ii) at any time the minimum bid price of the common stock exceeds $0.50 per share for twenty (20) consecutive trading days and the average trading volume during the 10 trading days prior to the conversion is at least 100,000 shares and the shares are registered under an effective registration statement or the shares are salable under Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended. The “Uplist Conversion Price” will be the lesser of $0.08 or a 30% discount to the public offering price a share of common stock is offered to the public in a securities offering resulting in the listing of the common stock on the NASDAQ, New York Stock Exchange or NYSE American. The 2020 Debentures are convertible, at any time, at the option of the holder, into shares of Common Stock, at a fixed conversion price equal to $0.08 per share. The embedded conversion feature was not determined to be a derivative that requires bifurcation pursuant to ASC 815, but was determined to be a beneficial conversion feature that requires recognition within equity on the commitment date. The beneficial conversion feature is recognized at its intrinsic value on the commitment date, limited to the proceeds allocated to the convertible debt. As such, the Company recorded $649,552 within additional paid-in-capital on the Balance Sheets for the beneficial conversion feature identified. The debt discount arising from recognition of the beneficial conversion feature will be amortized as interest expense over the term of the convertible debt. In connection with the issuance of the 2020 Debentures, the Company also issued warrants (“Warrants”) to purchase 24,900,000 shares of common stock. Each Warrant has a three-year (3) term and is immediately exercisable at an exercise price of $0.15 per share. If at any time after six months following the issuance date and prior to the expiration date the Company fails to maintain an effective registration statement (the “Registration Statement”) with the SEC covering the resale of the shares of Common Stock underlying the Warrants, the Warrant may be exercised by means of a “cashless exercise,” until such time as there is an effective Registration Statement. Each warrant contains customary adjustment provisions in the event of a stock split, reverse stock split or recapitalization. Warrants for 4,125,000 shares were issued to four directors and an entity in which one officer of the Company is a majority owner. The Warrants were determined to meet equity classification pursuant to ASC 480 and ASC 815. As such, the relative fair value of the Warrants is recorded as additional paid-in-capital on the Balance Sheets, which was determined to be $1,063,239, on the issuance date. The debt discount arising from recognition of the Warrants will be amortized as interest expense over the term of the convertible debt. In connection with the 2020 Debentures the Company entered into an agreement with a non-exclusive financial advisor and placement agent for a term of twelve months commencing in January 2020. Upon execution of the agreement, the Company issued 250,000 fully vested restricted shares of the Company’s common stock and recorded $32,500 included in General and administrative expense in the accompanying Statements of Operations. On March 6, 2020, in connection with this agreement a cash compensation of $152,960 was made by the Company and an additional 614,205 shares of the Company’s common stock were issued. These amounts were included in the debt discount for the 2020 Debentures noted above. In February 2020, the Company entered into an agreement with a non-exclusive financial advisor and placement agent terminating the later of April 30, 2020 or upon closing a successful private placement. The agreement automatically extended for periods of thirty days until terminated in writing. The Company agreed to pay 10% of the gross proceeds raised by the financial advisor and placement agent and agreed to issue an amount of restricted shares equal to 4% of the total securities sold in the private placement divided by the last reported closing price of the stock on the closing date of the private placement. On March 6, 2020, in connection with this agreement cash compensation of $25,000 was paid by the Company and 96,154 shares of the Company’s common stock were issued. These amounts were included in the debt discount for the 2020 Debentures noted above. The Company recorded a total of $1,992,000 debt discount upon the closing of the 2020 Debentures, including the $649,552 intrinsic value of the beneficial conversion option, $34,412 relative fair value of the common stock issued to the placement agents, $244,797 of direct transaction costs incurred and $1,063,239 related to the Warrants. The debt discount is amortized to interest expense over the term of the loan. Amortization of the debt discount associated with the 2020 Debentures was $123,817 for the three months ended March 31, 2020 and was included in interest expense in the accompanying Statements of Operations. Interest expense for the three months ended March 31, 2020 was $17,600. The following table summarizes the 2020 Debentures outstanding as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 Convertible Debentures: Principal value $ 1,662,000 $ - Principal value – Related Party 330,000 - Unamortized debt discount (1,558,695 ) - Unamortized debt discount – Related Party (309,488 ) - Carrying value of convertible notes 123,817 - Total long-term carrying value of Convertible Debentures $ 123,817 $ - On January 30, 2020 the Company issued an unsecured promissory note payable to a stockholder of the Company with a face value of $75,000 and an interest rate of 10% per annum payable in full on March 30, 2020, subject to the Company’s right to extend payment until May 29, 2020. On February 28, 2020, the holder of the $75,000 promissory note which was to become due in March 2020 purchased $80,000 of the 2020 Debentures and Warrants, which he paid by exchanging his note and paying an additional $5,000. This is included in the $1,992,000 gross proceeds raised. Interest expense of $1,250 was recorded for the three months ended March 31, 2020. | NOTE 5- CONVERTIBLE DEBT December 31, 2019 Convertible Debentures, due September 18, 2020: Principal value $ 600,000 Debt discount (401,957 ) Amortization of Debt Discount 99,954 Carrying value of convertible notes 297,997 Total short-term carrying value of Convertible Debentures $ 297,997 Embedded Derivative Liability: Fair value of derivative liability, December 31, 2018 $ - Fair value of derivative liability at issuance recorded as debt Discount 193,164 Change in fair value of derivative liability (21,665 ) Fair value of derivative liability, December 31, 2019 $ 171,499 On September 19, 2019, we completed the closing of $600,000 of secured convertible Debentures (the “Debentures”) for gross proceeds of $540,000 after original issue discounts. As of September 18, 2019 (the “Effective Date”), we entered into two substantially identical securities purchase agreements (the “Securities Purchase Agreements”) with two purchasers (the “Purchasers”), which provided for the issuance of up to an aggregate of $1.2 million in principal amount of Debentures (the “Bridge Financing”) of which the first tranche of $600,000 has been issued. The Securities Purchase Agreements provided for the issuance of the Debentures due one year from the dates of issuance in two $600,000 tranches: the first tranche as described above, and the second tranche, at the discretion of the Purchasers and us, to occur any time after November 17, 2019. If, at any time after November 17, 2019, the Purchasers elect not to consummate the closing of the second tranche, then we may raise up to $600,000 from additional investors (including our affiliates) who will have a security interest on a pari passu In connection with the Bridge Financing, each of the Purchasers received commitment fees of $5,000 and 500,000 restricted shares (the “Commitment Shares”) of our common stock. The placement agent for the Debentures received a cash fee of 8% of the gross proceeds received at each closing and was entitled to receive warrants convertible into shares of common stock until May 2020 when the placement agent waived its right to receive the warrants. The first tranche of the Debentures will mature on September 18, 2020, and may be redeemed by us prior to the maturity date as described below. All unpaid principal due and payable on the maturity date will be paid in the form of common stock. Any principal or interest that is due under each of the Debentures, which is not paid by the respective maturity date, will bear interest at the rate of 18% per annum until it is satisfied in full. The Debentures are senior secured obligations secured pursuant to the terms of security agreements dated as of September 18, 2019 (the “Security Agreements”) by all of the Company’s assets. Each Purchaser is entitled, at any time, to convert all or any portion of the outstanding principal amount of its Debenture(s) plus any accrued interest into restricted shares of common stock. If we consummate a public offering within 180 calendar days of the Effective Date, then the conversion price will be the lesser of (a) $0.15 or (b) 70% multiplied of the price per share of the common stock we issue in the public offering (the “QPI Discounted Price”), subject to further adjustment as provided in the Debenture as well as subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. Further, if we consummate a public offering of common stock which results in us receiving gross proceeds of at least $5 million within 180 calendar days of the Effective Date then we are obligated to repay the outstanding amounts owed under the Debentures, to the extent they are not converted and including the applicable redemption premium then in effect, within three days of consummation of such an offering. If any portion of the Debentures are outstanding on the 181st calendar day after the Effective Date, then the conversion price shall equal the lesser of (a) $0.15, (b) the QPI Discounted Price, or (c) 70% of the lowest volume-weighted average price (as reported by Bloomberg LP) of the common stock on any trading day during the 20 trading days immediately preceding the date of conversion of the Debenture (provided, further, that if either we are not DWAC operational at the time of conversion, the common stock is traded on the OTC Pink at the time of conversion, or the conversion price is less than $0.01 per share, then 70% will automatically adjust to 60%). The Debentures are subject to a “conversion blocker” such that the each of the Purchasers cannot convert the Debentures to the extent that the conversion would result in the Purchaser and its affiliates holding more than 4.99% of the outstanding common stock (which the Purchaser can increase to 9.99% upon at least 61 days prior written notice to us). So long as no event of default has occurred and is continuing under the Debentures, we may at our option call for redemption all or part of the Debentures prior to the maturity date, upon not more than two calendar days written notice, for an amount equal to: (i) if the redemption date is 90 calendar days or less from the date of issuance of the Debentures, 110% of the sum of the principal amount; (ii) if the redemption date is greater than or equal to 91 calendar days from the date of issuance of the Debentures and less than or equal to 150 calendar days from the date of issuance of the Debentures, 120% of the sum of the principal amount; (iii) if the redemption date is greater than or equal to 151 calendar days from the date of issuance of the Debentures and less than or equal to 180 calendar days from the date of issuance of the Debentures, 125% of the sum of the principal amount; and (iv) if either (1) the Debentures are in default but the holder consents to the redemption notwithstanding such default or (2) the redemption date is greater than or equal to 181 calendar days from the date of issuance of the Debentures, 130% of the sum of the principal amount. The Debentures include an adjustment provision that, subject to certain exceptions, reduces, at the Purchaser’s option, the conversion price if we issue common stock or common stock equivalents (including in variable rate transactions) at a price lower than the then-current conversion price of the Debentures. Any reverse stock split of our outstanding shares will also result in an adjustment of the conversion price of the Debentures. The Securities Purchase Agreements contain customary representations, warranties and covenants. In addition, pursuant to the Securities Purchase Agreements, the Purchasers were granted piggy-back registration rights such that, from September 18, 2019 until the earlier of March 18, 2021 or the date the Debentures have been converted and/or repaid in the entirety, if we contemplate making an offering of our common stock or securities convertible into our common stock registered for sale under the Securities Act of 1933, as amended, or propose to file a registration statement covering any of our securities (other than a registration statement filed by us within 45 days of the signing closing date with the placement agent in the Bridge Financing acting as the underwriter), then each of the Purchasers will have the right to include all or a pro rata share of its Commitment Shares, the common stock issuable upon conversion of the Debentures (the “Conversion Shares”), and, to the extent applicable, any other shares of capital stock or other securities of ours that are issued upon exchange of Conversion Shares and/or restricted stock held by the Purchaser (collectively, the “Purchaser’s Securities”). The conversion option, the QPI put and the put exercisable upon certain financing events are embedded derivatives that are collectively bifurcated at fair value, with subsequent changes in fair value recognized in the Statement of Operations. The fair value estimate is a Level 3 measurement as defined by ASC Topic 820, Fair Value Measurements and Disclosures, as it is based on significant inputs not observable in the market. The Company estimated the fair value of the monthly payment provision using a Monte Carlo Simulation, with 10,000 trials, with the following key inputs: December 31, 2019 Stock price $0.07 - $0.10 Terms (years) 0.72 – 1.00 Volatility 153.9% - 195.7% Risk-free rate 1.60% - 1.87% Probability of QPI 50% As of December 31, 2019, the Company’s warrants issuable to the Company’s placement agent in relation to the Debentures were treated as derivative liabilities and changes in the fair value were recognized in earnings. These Common Stock purchase warrants did not trade on an active securities market, and as such, the Company estimated the fair value of these warrants using the Black-Scholes method and the following assumptions: December 31, December 31, Closing trade price of Common Stock $ 0.07 $ - Intrinsic value of conversion option per share $ 0.07 $ - December 31, December 31, Annual Dividend Yield 0.0 % - Expected Life (Years) 5 - Risk-Free Interest Rate 1.68%-1.69% - Expected Volatility 445.01%-453.08% - Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term of these warrants. The Company had no reason to believe future volatility over the expected remaining life of these warrants was likely to differ materially from historical volatility. The expected life was based on the remaining contractual term of the warrants. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the warrants. The Company recorded a total of $401,957 debt discount upon the closing of Convertible Debt, including the $171,425 fair value of the embedded derivative liability, $70,100 fair value of the common stock issued, $78,693 of direct transaction costs incurred, $21,739 related to warrants issuable to the placement agent, and $60,000 original issue discount. The debt discount is amortized to interest expense over the term of the loan. Amortization of the debt discount associated with the Debentures was $99,954 for the year ended December 31, 2019 and was included in interest expense in the accompanying Statements of Operations. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
STOCKHOLDERS' EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY The Company expensed $64,790 and $48,182 related to restricted stock awards for the three months ended March 31, 2020 and 2019, respectively. Additionally, the Company corrected the vesting schedule relating to restricted stock awards awarded to the Company’s attorney, resulting in a credit of $82,808 for the three months ended March 31, 2019. In connection to the 2020 Debentures, see Note 5 – Convertible Debt, the Company issued 960,359 restricted shares of common stock. During the three months ended March 31, 2019, the Company granted a total of 960,000 restricted stock awards to four directors of the Company, for their services vesting quarterly over a one-year period. On February 27, 2019 and February 28, 2019 three persons resigned as members of the Company’s Board of Directors, effective March 1, 2019. This resulted in a cancellation of 320,000 shares related to the portion of the unvested restricted stock awards the retired directors had received. On March 15, 2019, we engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement (the "Agreement"). Pursuant to the Agreement, we agreed to pay in advance of services a monthly fee of $5,000 in shares of restricted common stock to the consulting firm for consulting services. The number of shares to be issued will be calculated based on the closing price of our common shares on the 1 st During the three months ended March 31, 2020, the Company issued 66,666 shares of restricted common stock for a total expense of $7,734 related to these services. | NOTE 7 – STOCKHOLDERS’ EQUITY For the years ended December 31, 2019 and 2018, the Company expensed $0 and $8,625, respectively, relative to restricted stock units. For the years ended December 31, 2019 and 2018, the Company expensed $238,530 and $446,265, respectively, relative to restricted stock awards. During the year ended December 31, 2019, the Company granted a total of 1,200,000 restricted stock awards to five directors of the Company for their services. The restricted stock awards vest in equal quarterly installments over a one-year period. On February 27, 2019, three directors resigned from the Company’s Board of Directors, effective March 1, 2019. This resulted in a cancellation of 320,000 shares related to the portion of the unvested restricted stock awards these directors had received. On September 18, 2019 a director resigned from the Company’s Board of Directors, effective immediately, resulting in a cancellation of 120,000 related to the portion of unvested restricted stock awards this director had received. In December 2019, the Company issued 240,000 shares of restricted common stock to a director, for joining the Board of Directors. On March 15, 2019, the Company engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement (the "Agreement"). Pursuant to the Agreement, the Company agreed to pay in advance of services a monthly fee of $5,000 in shares of restricted common stock to the consulting firm for consulting services. The number of shares to be issued will be calculated based on the closing price of our common shares on the 1st or preceding day of each month, if the 1st were to fall on a weekend or holiday. However, if the stock were to trade below $0.15, the calculation would be based on $0.15. The shares shall not have registration rights, and the shares may be sold subject to Rule 144. During the year ended December 31, 2019, the Company issued 292,730 shares of restricted common stock for a total expense of $35,870 related to these services. Effective July 31, 2019, the Company engaged an advisor to provide consulting services to the Company’s Board of Directors. The Company issued 200,000 shares of restricted common stock during the year ended December 31, 2019 in related to this to this engagement for a value of $19,000. On May 29, 2019, a former director completed a cashless exercise of 200,000 warrants and was issued 71,774 shares of the Company’s common stock. See Note 8 – Stock Options, Restricted Stock and Warrants. On September 19, 2019, in connection with the Bridge Financing, the Company issued a total of 1,000,000 restricted shares of common stock with a fair value of $70,100. See Note 5 – Convertible Debt. On September 8, 2017, the Company entered into a consulting agreement stipulating partial payment in restricted common stock. As of December 31, 2017, 120,000 shares have been issued. These shares were valued at the closing price of the Company’s common stock as they became due for a total of $12,000 for the year ended December 31, 2017. During the year ended December 31, 2018, the Company issued 49,500 shares and incurred $44,120 related to this agreement. On August 9, 2017, the Company granted 300,000 shares of restricted common stock to each of six non-employee directors and one attorney vesting quarterly over one year. The common stock was measured at fair value at the grant date and expensed based on the vesting schedule. Common stock related to the Company’s attorney were revalued as of the year end. During the year ended December 31, 2018, $111,105 compensation expense was recorded in relation to these awards. As of December 31, 2018, there was $0 unrecognized compensation cost related to these shares of restricted common stock. During the year ended December 31, 2018, 37,500 restricted stock units were vested in relation to a consulting service agreement and a total of $8,625 was expensed. During the year ended December 31, 2018, the Company granted a total of 600,000 restricted stock awards to two directors of the Company, each receiving 300,000 shares of restricted common stock, for joining the Board of Directors. On April 25, 2018 the Company approved the immediate vesting of all of the Company’s outstanding restricted common stock issued in 2017 and 2018 to non-employee directors of the Company. During the year ended December 31, 2018, $160,500 compensation expense was recorded in relation to this issuance. As of December 31, 2018, there was $0 unrecognized compensation cost related to these shares of restricted common stock. During the year ended December 31, 2018, the Company granted a total of 1,425,000 shares of restricted common stock to the directors and the Chief Executive Officer of the Company for their services and vesting quarterly over a one-year period and 150,000 shares to one attorney, vesting immediately. During the year ended December 31, 2018, $174,660 compensation expense was recorded in relation to this issuance. As of December 31, 2019, there is $0 unrecognized compensation cost related to these shares of restricted common stock. In January 2018, the Chairman of the Board of Directors, made a cashless exercise of 5,000,000 options related to services in 2017, whereby the Chairman disposed of 972,222 shares to the Company as part of his exercise, amounting to an issuance of 4,027,778 shares, see Note 8. In 2017, the Company conducted a private placement offering with a maximum offering amount of $2,100,000 comprised of units consisting of 715,000 shares of common stock and 715,000 five-year warrants exercisable at $0.15 per share. In relation to the 2017 private placement with a maximum offering amount of $2,100,000 allowing investors to purchase units consisting of 715,000 shares of common stock and 715,000 five-year warrants exercisable at $0.15 per share, the Company’s Board of Directors increased the size of the private placement by an additional amount beyond the $2,100,000 limit. During the year ended December 31, 2018 the Company raised gross proceeds of $1,153,645 for the purchase of 16,513,311 shares of common stock and 16,513,311 warrants. Of these amounts, gross proceeds of $530,777 for the purchase of 7,590,111 shares of common stock and 7,590,111 warrants related to current and then directors and relatives of the directors of the Company. On January 30, 2018, the Company authorized a 30-day offer, beginning on February 20, 2018, to the holders of the Company’s outstanding warrants exercisable at $0.15 to exercise their warrants at $0.10 per share. This authorization was extended until June 30, 2018. The Company authorized certain holders, who had sent in their exercise notices prior to June 30, 2018, to submit payment before July 27, 2018 and exercise their warrants at $0.10 per share. For the year ended December 31, 2018, 20,787,784 warrants were exercised and a total of 20,787,784 shares of common stock were issued for gross proceeds of $2,079,345. Included in the above amounts are gross proceeds of $1,205,458 from current and then directors in exchange for exercise of 12,054,576 warrants and issuance of 12,054,576 shares of common stock. In January 2018, a member of the Board exercised 104,876 warrants with an exercise price of $0.15 and a total of 104,876 shares of common stock were issued for gross proceeds of $15,731. On March 31, 2018, the Company entered into a Confidential Settlement Agreement (the “Settlement Agreement”) with Paul Klapper, a member of the Company’s Board, Stephen Silver, PFK Development Group, Ltd. (“PFKD”) and certain other parties named in the Settlement Agreement. Pursuant to the terms of the Settlement Agreement, the Company (i) paid a total of $500,000 (the “Settlement Amount”) to PFKD and Mr. Silver and (ii) issued them each 500,000 shares of the Company’s common stock (the “Settlement Shares”). The shares were valued at $279,000 whereby $139,500 related to common stock issued to a related party and $139,500 related to common stock issued to a third party. The Settlement Agreement provides for cancellation as of March 31, 2018 of certain revenue sharing agreements between the Company and each of Mr. Klapper, Mr. Silver and PFKD, and terminates the Company’s obligation to issue warrants to purchase 3.7 million shares of the Company’s common stock at an exercise price of $0.40 per share. During the year ended December 31, 2018, 1,749,683 shares of common stock and 1,749,683 of warrants were issued to Mr. Klapper in relation to a conversion of a note payable upon conversion for $120,000 principal and $2,478 accrued interest. During the year ended December 31, 2018, those shares of common stock and warrants were issued and delivered. Pursuant to ASC 470-50- 40 Modifications and Extinguishments, the Company assessed the nature of the transaction and based on its assessment concluded it is a capital transaction in essence, and as such accounted for it through Additional Paid-In Capital with no gain or loss recognized in the Income Statement during the year ended. In April 2018, the former Chief Executive Officer of the Company exercised his warrants at an exercise price of $0.01 for gross proceeds of $1,000 resulting in an issuance of 100,000 shares. On July 27, 2018 the Company cancelled 607,143 shares as a result of an over-issuance of shares to an investor in connection with the Company’s 2017 exchange. On July 31, 2018, a member of the Board exercised 1,439,524 warrants held by an entity under his control at an exercise price of $0.15 per share for a total price of $215,929. |
STOCK OPTIONS, RESTRICTED STOCK
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS | NOTE 7 – STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS On December 17, 2003, the Company adopted the 2003 Stock Option Plan (the “2003 Plan”). Under the 2003 Plan, the Company is authorized to grant options to purchase up to 18,000,000 shares of common stock to the Company’s employees, officers, directors, consultants, and other agents and advisors. During 2013, the Company adopted a new incentive compensation plan (the “2013 Plan”). Under the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based awards of up to an aggregate of 20,000,000 shares of common stock. The 2013 Plan is intended to permit certain stock options granted to employees under the 2013 Plan to qualify as Incentive Stock Options. All options granted under the 2013 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be Non-Qualified Stock Options. On November 14, 2017, the Executive Committee of the Company’s Board of Directors adopted the 2017 Equity Incentive Plan (the “Plan”) which covers the potential issuance of 13,000,000 shares of common stock. The Plan provides that directors, officers, employees, and consultants of the Company will be eligible to receive equity incentives under the Plan at the discretion of the Board or the Board’s Compensation Committee. The Compensation Committee may adopt rules and regulations to carry out the terms of the Plan. The Plan terminates on November 14, 2027 unless sooner terminated. The 2017 Plan is administered by the Compensation Committee which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the plan. In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). The aggregate fair market value (determined at the time of the grant) of stock for which an employee may exercise Incentive Stock Options under all plans of the Company shall not exceed $1,000,000 per calendar year. If any employee shall have the right to exercise any options in excess of $100,000 during any calendar year, the options in excess of $100,000 shall be deemed to be Non-Qualified Stock Options, including prices, duration, transferability and limitations on exercise. The Company issued non-qualified stock options pursuant to contractual agreements with non-employees. Options granted under the agreements are expensed when the related service or product is provided. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgements. The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted during the three months ended March 31, 2020: Risk Free Interest Rate 1.78 % Expected Volatility 453.90 % Expected Life (in years) 5.0 Dividend Yield 0 % Weighted average estimated fair value of options during the period $ 0.10 Options Outstanding Weighted - Average Aggregate Remaining Intrinsic Weighted- Contractual Value Number of Average Term (in 000’s) Shares Exercise Price (in years) (1) Balance as of December 31, 2019 17,913,529 $ 0.12 Granted 4,700,000 0.07 Balance as of March 31, 2020 22,613,529 $ 0.11 Exercisable as of March 31, 2020 20,088,529 $ 0.11 2.9 $ 302 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. The following table summarizes the activities for the Company’s unvested stock options for the three months ended March 31, 2020 Unvested Options Weighted - Average Number of Unvested Grant Date Options Exercise Price Balance as of December 31, 2019 1,000,000 $ 0.20 Granted 4,700,000 0.07 Vested (3,175,000 ) 0.09 Balance as of March 31, 2020 2,525,000 $ 0.09 Effective January 2020, the Company awarded its Chief Financial Officer Incentive Stock Options exercisable for 200,000 shares of common stock with an exercise price of $0.0701 vesting quarterly over a one-year period and expiring on January 7, 2025 with a fair value of $13,716. Effective January 2020, the Company awarded four directors Non-Qualified Stock Options exercisable for 2,000,000 shares in the aggregate, for services rendered to the Company in 2019 with an exercise price of $0.0701 vesting immediately and expiring on January 7, 2025 with a fair value of $137,160. Effective January 2020, the Company awarded five of its directors Non-Qualified Stock Options exercisable for 2,500,000 shares in the aggregate, for services to be rendered to the Company in 2020 with an exercise price of $0.0701 vesting quarterly over a one-year period and expiring on January 7, 2025 with a fair value of $171,451. During the three months ended March 31, 2020 and 2019, the Company expensed $217,605 and $123,711, respectively, with respect to options. As of March 31, 2020, there was $192,633 unrecognized compensation cost related to outstanding stock options expected to vest over the weighted average of 0.8 years. The following table summarizes the activities for the Company’s warrants for the three months ended March 31, 2020 Warrants Outstanding Number of Weighted- Average Exercise Price Weighted - Average Remaining Contractual Term in years) Aggregate Intrinsic Value (in 000's) (1) Balance as of December 31, 2019 22,262,608 $ 0.31 Granted 24,900,000 0.15 Balance as of March 31, 2020 47,162,608 $ 0.23 2.7 Exercisable as of March 31, 2020 47,162,608 $ 0.23 2.7 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.08 for our common stock on March 31, 2020. In connection to the 2020 Debentures, see Note 5 – Convertible Debt, the Company issued three-year Warrants to purchase 24,900,000 shares of common stock to the purchasers. The Warrants have an exercise price of $0.15 per share, and may be exercised cashlessly if the Company fails to maintain an effective registration statement at any time beginning six months after issuance. Of this amount Warrants to purchase 4,125,000 shares were issued to four directors and an entity in which one officer of the Company is a majority owner and co-manager. | NOTE 8 – STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS On December 17, 2003, the Company created the 2003 Stock Option Plan (the “2003 Plan”). Under the 2003 Plan, the Company is authorized to grant options to purchase up to 18,000,000 shares of common stock to the Company’s employees, officers, directors, consultants, and other agents and advisors. During 2013, the Company adopted a new incentive compensation plan (the “2013 Plan”). Under the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based awards of up to an aggregate of 20,000,000 shares of common stock. The 2013 Plan is intended to permit stock options granted to employees under the 2013 Plan to qualify as Incentive Stock Options. All options granted under the 2013 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be Non-Statutory Stock Options. On November 14, 2017, the Executive Committee of the Company’s Board of Directors adopted the 2017 Equity Incentive Plan (the “Plan”) which covers the potential issuance of 13 million shares of common stock. The Plan provides that directors, officers, employees, and consultants of the Company will be eligible to receive equity incentives under the Plan at the discretion of the Board or the Board’s Compensation Committee. The Board’s Compensation Committee may adopt rules and regulations to carry out the terms of the Plan. The Plan terminates on November 14, 2027 unless sooner terminated. The 2017 Plan is administered by a committee of the Board (“Compensation Committee”) which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the plan. In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). The aggregate fair market value (determined at the time of the grant) of stock for which an employee may exercise Incentive Stock Options under all plans of the Company shall not exceed $1,000,000 per calendar year. If any employee shall have the right to exercise any options in excess of $100,000 during any calendar year, the options in excess of $100,000 shall be deemed to be Non-Statutory Stock Options, including prices, duration, transferability and limitations on exercise. The Company issued Non-Statutory Stock Options pursuant to contractual agreements with non-employees. Options granted under the agreements are expensed when the related service or product is provided. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgments. The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted during the years ended December 31, 2019 and 2018: 2019 2018 Risk Free Interest Rate 2.14 % 2.30 % Expected Volatility 436.22 % 200.50 % Expected Life (in years) 5.0 5.0 Dividend Yield 0 % 0 % Weighted average estimated fair value of options during the period $ 0.25 $ 0.17 The following table summarizes the activities for the Company’s stock options for the year ended December 31, 2019 and 2018: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value (in 000’) Shares Exercise Price (in years) (1) Balance as of December 31, 2017 22,013,529 $ 0.11 Granted 1,600,000 0.27 Exercised (5,000,000 ) 0.07 Balance December 31, 2018 18,613,529 $ 0.14 Granted 1,500,000 $ 0.18 Forfeited/cancelled (2,200,000 ) $ 0.34 Balance December 31, 2019 17,913,529 $ 0.12 2.9 Vested and Exercisable at December 31, 2019 16,913,529 $ 0.11 2.8 $ 60 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. During the years ended December 31, 2019 and 2018, the aggregate intrinsic value of options exercised under the Company’s stock option plans was $59,800 and $2,113,368, respectively. The following table summarizes the activities for the Company’s unvested stock options for the year ended December 31, 2019 and 2018: Unvested Options Weighted - Average Number of Grant Unvested Options Date Exercise Price Balance December 31, 2017 2,666,667 $ 0.06 Granted 1,600,000 0.27 Vested (2,250,001 ) 0.10 Balance December 31, 2018 2,016,666 $ 0.18 Granted 1,500,000 0.18 Vested (2,516,666 ) 0.17 Balance December 31, 2019 1,000,000 $ 0.20 During the year ended December 31, 2019, the Company amended the Consulting Agreement it has with its acting Chief Operating Officer and granted him options to purchase 1,000,000 shares of common stock with an exercise price of $0.195 that vest annually in equal increments over a two-year period. Additionally, during the year ended December 31, 2019, the Company amended the acting Chief Operating Officer's consulting agreement to provide, among other things, for a monthly consulting fee of $14,500 for services provided and to extend the term of the consulting agreement to March 1, 2021. In August 2019, the Company entered into an amendment (the “Amendment”) to the Employment Agreement, dated August 15, 2017, with Patrick White, the Chief Executive Officer of the Company (the “Employment Agreement”), which Employment Agreement automatically renewed on July 16, 2019, effective on August 15, 2019. Pursuant to the Amendment, the term was reduced to one year and Mr. White agreed to defer receipt of sums due him to improve the Company’s liquidity. Mr. White was due to receive $100,000 on August 15, 2019 representing deferred salary (the “Deferral Amount”) that he had previously agreed to defer over the two years of the initial term of his Employment Agreement. In the Amendment, Mr. White agreed to extend receipt of the Deferral Amount until August 15, 2020. In addition, he agreed to continue deferring 25% of his base salary over the one-year term until August 15, 2020. In connection with entering into the Amendment, the Company granted Mr. White 500,000 five-year fully vested incentive stock options under the Company’s 2017 Equity Incentive Plan exercisable at $0.14 per share. During the year ended December 31, 2019, the Company recorded the forfeiture of 2,200,000 options awarded to employees that are no longer with the Company and whose exercise period has expired. During the year ended December 31, 2018, the Company amended the consulting agreement held with its acting Chief Operating Officer and granted him 1,000,000 stock options with an exercise price of $0.2102 with 500,000 stock options vesting immediately and the remaining 500,000 stock options vesting on February 28, 2019 subject to continuing to provide consulting services. In January 2018, the Chairman of the Board made a cashless exercise of 5,000,000 options related to services in 2017, whereby the Chairman disposed of 972,222 shares to the Company as part of his exercise, amounting to an issuance of 4,027,778 shares, see Note 7. In November 2018, 600,000 options were granted a weighted average exercise price of $0.37 with a term of five years. Of the 600,000 options, 500,000 options were issued to an employee of the Company vesting monthly over a six-month period, 100,000 to the Chief Financial Officer vesting quarterly over a one-year period. For the years ended December 31, 2019 and 2018, the Company expensed $422,682 and $329,193, respectively, related to the options. As of December 31, 2019, there was $87,913 unrecognized compensation cost related to outstanding stock options expected to vest over the weighted average of 0.7 years. The following table summarizes the activities for the Company’s warrants for the year ended December 31, 2019 and 2018: Warrants Outstanding Number of Weighted- Average Exercise Price Weighted - Average Remaining Contractual Term in years) Aggregate Intrinsic Value (in 000's) (1) Balance, December 31, 2017 32,292,580 $ 0.30 Issued 18,727,769 0.15 Exercised (22,809,908 ) 0.11 Expired (1,019,608 ) 0.07 Cancelled/Forfeited (4,950,000 ) 0.40 Balance, December 31, 2018 22,240,833 $ 0.31 Issued 300,000 0.15 Exercised (200,000 ) 0.15 Expired (78,225 ) 0.26 Balance, December 31, 2019 22,262,608 $ 0.31 2.8 - Exercisable at December 31, 2019 22,262,608 $ 0.31 2.8 - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.0699 for our common stock on December 31, 2019. All warrants were vested on the date of grant. In May 2019, a former director made a cashless exercise of 200,000 warrants, whereby the warrant holder disposed of 128,226 shares of common stock to the Company as part of this exercise, amounting to an issuance of 71,774 shares of common stock. In January 2018, the Company issued 1,749,683 shares of common stock and 1,749,683 warrants with an exercise price of $0.15 to Mr. Klapper, a former director, relating to the Note payable conversion that took place in June 2017. Additionally, 3,700,000 warrants were forfeited. In connection with the Bridge Financing in September 2019, the placement agent for the Debentures was entitled to receive 300,000 warrants convertible to 300,000 shares of common stock with an exercise price of $0.15 for a five- year term until May 2020 when the placement agent waived its right to receive the warrants. See Note 5 – Convertible Debt. During the year ended December 31, 2018, in relation to the Settlement Agreement, the Company issued 464,775 warrants at an exercise price of $0.15 which were paid for in 2014 but had not been previously issued. For the year ended December 31, 2018, See Note 7. In January 2018, a member of the Board exercised 104,876 warrants with an exercise price of $0.15 and a total of 104,876 shares of common stock were issued for gross proceeds of $15,731, see Note 7. In April 2018, the former Chief Executive Officer of the Company exercised 100,000 warrants at an exercise price of $0.01 for gross proceeds of $1,000 resulting in an issuance of 100,000 shares, see Note 7. On July 31, 2018, a member of the Board exercised 1,439,524 warrants held by an entity under his control at an exercise price of $0.15 per share for a total price of $215,929. See note 7. In August 2018, a warrant holder, made a cashless exercise of 366,047 warrants, whereby the warrant holder disposed of 190,386 shares to the Company as part of this exercise, amounting to an issuance of 175,661 shares. In October 2018, a warrant holder, made a cashless exercise of 11,678 warrants, whereby the warrant holder disposed of 4,680 shares to the Company as part of this exercise, amounting to an issuance of 6,998 shares. During the year ended December 31, 2018 an additional 1,250,000 warrants were forfeited in relation to a note payable conversion occurring in the prior year. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 9– FAIR VALUE OF FINANCIAL INSTRUMENTS Derivative Liabilities For purposes of determining whether certain instruments are derivatives for accounting treatment, the Company follows the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. Liabilities measured at fair value on a recurring basis are summarized as follows: December 31, 2019 December 31, 2018 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Embedded derivative liability $ - $ - $ 151,215 $ 151,215 $ - $ - $ - $ - Derivative liability related to - - 20,284 20,284 - - - - Total $ - $ - $ 171,499 $ 171,499 $ - $ - $ - $ - The Company has no assets that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a non-recurring basis during the year ended December 31, 2019. |
DEBT FORGIVENESS
DEBT FORGIVENESS | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT FORGIVENESS | NOTE 10 – DEBT FORGIVENESS During the year ended December 31, 2018 the Company negotiated with certain vendors regarding balances outstanding for prior year services resulting in a Gain on accounts payable forgiveness included in the Statement of Operations for $352,008. During the year ended December 31, 2019 there was $0 recorded as gain on accounts payable forgiveness. |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
OPERATING LEASES | NOTE 11 – OPERATING LEASES For the year ended December 31, 2019 and 2018, total rent expense under leases amounted to $14,746 and $12,395, respectively. The current lease is for a period less than a year and falls outside of the scope of Lease (Topic 842). At December 31, 2019, the Company was not obligated under any non-cancelable operating leases. |
CONCENTRATIONS
CONCENTRATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | ||
CONCENTRATIONS | NOTE 8 – CONCENTRATIONS Revenue For the three months ended March 31, 2020, two customers represented 97% of revenues. Accounts Receivable As of March 31, 2020, two customers represented 95% of accounts receivable. | NOTE 12 – MAJOR CUSTOMERS/VENDORS During the year ended December 31, 2019, two customers accounted for 97% of total sales. During the year ended December 31, 2018, four customers accounted for 100.0% of total sales. Generally, a substantial percentage of the Company's sales has been made to a small number of customers and is typically on an open account basis. During the years ended December 31, 2019 and 2018, the Company purchased 100.0% of pigment from one vendor. Additionally, during the years ended December 31, 2019 and 2018, the Company purchased 100.0% of canisters from one vendor. As of December 31, 2019, two customers accounted for 97% of total accounts receivable. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS On April 16, 2020, the Company approved a three-year extension of the expiration date for certain options previously granted to Patrick White, the Company’s President and Chief Executive Officer and to Norman Gardner, the Company’s Chairman. As a result, 7,000,000 options previously granted to Mr. White now expire on August 15, 2025 and 4,500,000 options previously granted to Mr. Gardner now expire on June 29, 2025. All other terms with respect to the option grants remain the same. On April 16, 2020, the Company granted Mr. White a restricted stock award of 1,875,000 restricted shares of the Company’s common stock, par value $0.001 per share, in lieu of $150,000 in deferred salary. The restricted stock award vests in full one-year from the date of grant, subject to Mr. White’s continued services as an officer and employee of the Company on the vesting date. On April 16, 2020, the Company approved a salary increase of $4,000 per month, to a total of $11,000 per month, for Margaret Gezerlis, the Company’s Chief Financial Officer, effective January 1, 2020, half of which will be deferred and payable in full upon the closing of the Company’s next securities offering, subject to Ms. Gezerlis’ continued employment with the Company. Following such capital raise by the Company, Ms. Gezerlis will receive the full amount of the salary increase on a monthly basis. On May 7, 2020, Ms. Gezerlis, became entitled to receive a commission equal to 5.0% of the gross sales price of Company products and services sold by Ms. Gezerlis beginning on April 21, 2020. No further changes were made to the compensation of Ms. Gezerlis. On April 16, 2020, the Company awarded a director Non-Qualified Stock Options for 150,000 shares of common stock for services rendered to the Company with an exercise price of $0.0805 vesting immediately and expiring on April 16, 2025. In April 2020, the Company issued 33,333 shares of restricted common stock in relation to investor relation services. In May 2020, the Company issued 33,333 shares of restricted common stock in relation to investor relation services. | NOTE 13 – SUBSEQUENT EVENTS On January 15, 2020 the Company has received a Notice of Allowance for the Company’s U.S. Patent Application relating to the Company’s Invisible QR code and Smartphone reading system. In January 2020, the Company issued 33,333 shares of restricted common stock in relation to investor relation services. Effective January 2020, the Company awarded four Directors 2,000,000 Non-Qualified Options for services rendered to the Company in 2019 with an exercise price of $0.0701 vesting immediately and expiring on January 7, 2025. Effective January 2020, the Company awarded five of its Directors 2,500,000 Non-Qualified Options for services to be rendered to the Company in 2020 with an exercise price of $0.0701 vesting quarterly over a one-year period and expiring on January 7, 2025. The Company entered into an agreement with a non-exclusive financial advisor and placement agent for a term of twelve months commencing in January 2020. Upon execution of the agreement, the Company issued 250,000 fully vested restricted shares of the Company’s common stock. In relation to this agreement, the Company is subject to a success fee as follows: Cash Compensation Fees for Equity or Hybrid Equity Capital Raises · 10% of the amount for any equity or hybrid equity capital raised up to $1,000,000 · 8% of the amount for any equity or hybrid equity capital raised up to $5,000,000 · 6% of the amount for any equity or hybrid equity capital raised over $5,000,000 Cash Compensation Fees for Debt Financing · 125,000 fully vested restricted shares of the Company’s common stock for purchases of debt that is not convertible into equity, within the greater of a two-year period commencing in January 2020 or within twelve months after the termination of the agreement Restricted Stock Fees for Capital Raise · Restricted shares of the Company’s common stock equal to 4% of the capital raised divided by the last reported closing price of the stock on the date of close. On March 6, 2020, in connection with this agreement a cash compensation of $152,960 was made by the Company and an additional 614,205 shares of the Company’s common stock were issued. In February 2020, the Company entered into an agreement with a non-exclusive financial advisor and placement agent terminating the later of April 30, 2020 or upon closing of a successful private placement. The agreement will automatically extend for periods of thirty days until terminated in writing. The Company has agreed to pay 10% of the gross proceeds raised by the financial and placement agent and agrees to issue an amount of restricted shares equal to 4% of the total securities sold in the private placement divided by the last reported closing price of the stock on the closing date of the private placement. On March 6, 2020, in connection with this agreement a cash compensation of $25,000 was made by the Company and 96,154 shares of the Company’s common stock were issued. On January 30, 2020 the Company issued an unsecured promissory note payable to a shareholder of the Company with a face value of $75,000 and an interest rate of 10% per annum payable in full on March 30, 2020, subject to the Company’s right to extend payment until May 29, 2020. On February 28, 2020, the holder of the $75,000 promissory note which was to become due in March 2020 purchased $80,000 of the 2020 Debentures and warrants, which he paid by exchanging his note and paying an additional $5,000. This is included in the $1,992,000 gross proceeds raised. In January 2020 the Company authorized a non-binding convertible debenture stock financing (“the Offering”) with an annual 10% cumulative interest rate and a conversion price per share of $0.08. In relation to the Offering the Company authorized a minimum offering amount of $900,000 and a maximum offering amount of $2,000,000. The Offering will terminate on the first to occur of: (1) February 28, 2020, (2) the date of the acceptance of subscriptions for the maximum offering amount, or (3) the date the Offering is terminated by the Company. The Company reserves the right to extend the Offering in its sole discretion. The Company’s capital structure after the initial closing will have no outstanding variably-priced convertible instruments on its Balance Sheets. Any outstanding debt held by officers or directors of the Company will be exchanged for convertible debentures upon initial closing. The new convertible debenture will have secured position on all IP and Patents of the Company along with a blanket lien on all assets until such time the debenture is paid in full or converted in full. The 2020 Debentures shall automatically convert into shares of the Company’s common stock, par value $0.001 per share upon the earliest to occur of (i) the commencement of trading of the Common Stock on the NASDAQ, New York Stock Exchange or NYSE American (an “Uplist”) at the Uplist Conversion Price; or (ii) at any time the minimum bid price of the Common Stock exceeds $0.50 per share for twenty (20) consecutive trading days and the average trading volume during the 10 trading days prior to the conversion is at least 100,000 shares and the shares are registered under an Effective Registration Statement or the shares are salable under Rule 144. The “Uplist Conversion Price” will be the lesser of $0.08 or a 30% discount to the public offering price a share of Common Stock is offered to the public in a securities offering resulting in the listing of the Common Stock on the NASDAQ, New York Stock Exchange or NYSE American. The convertible debentures shall be convertible, at any time, at the option of the holder, into shares of Common Stock, at a fixed conversion price equal to $0.08. The Company shall issue a warrant (“Warrant”) to purchase the number of shares equal to the principal amount of the convertible debentures divided by .08. Each Warrant has a three-year (3) term and is immediately exercisable at an exercise price of $0.15 per share. If at any time after six months following the issuance date and prior to the expiration date the Company fails to maintain an effective registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of Common Stock underlying the Warrants, the Warrant may be exercised by means of a “cashless exercise,” until such time as there is an effective Registration Statement. Each warrant will contain customary adjustment provisions in the event of a stock split, reverse stock split or recapitalization. On March 6, 2020 the Company completed the closing of the 2020 Debentures and raised $1,992,000 in gross proceeds from the sale of the 2020 Debentures and warrants to purchase shares of the Company’s common stock. Of this amount, $330,000 were received from four directors and an entity in which one officer of the Company is a majority owner. From this sale, the Company received $1,747,203 after the payment of commissions and fees. The Company used $750,000 of the net proceeds to redeem the existing convertible debentures prior to maturity, with a face value of $600,000 and an early redemption fee of $150,000. In connection to the 2020 Debentures, the Company issued 24,900,000 three-year warrants to the purchasers. The warrants have an exercise price of $0.15 per share, and may be exercised cashlessly if the Company fails to maintain an effective registration statement at any time beginning six months after issuance. Of this amount 4,125,000 warrants were issued to four directors and an entity in which one officer of the Company is a majority owner. In February 2020, the Company issued 33,333 shares of restricted common stock in relation to investor relation services. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Nature of Business | Nature of the Business VerifyMe, Inc. (“VerifyMe,” or the “Company,” “we,” “us,” “our”) was incorporated in the State of Nevada on November 10, 1999. The Company is based in Rochester, New York and its common stock, par value $0.001 per share, is traded on the over-the-counter market and quoted on the OTCQB under the symbol “VRME”. The Company is a technology solutions provider specializing in brand protection functions such as counterfeit prevention, authentication, serialization, track and trace features for labels, packaging and products. The Company began to commercialize its covert luminescent pigment, RainbowSecure®, in 2018 and also developed the patented VeriPAS™ software system in 2018, which covertly and overtly serializes products to track a product’s “life cycle” for brand owners. We believe VeriPAS™ is the only invisible covert serialization and authentication solution deployed through variable digital printing on HP Indigo printing systems with a smartphone tracking and authentication system. VeriPAS™ is capable of fluorescing, decoding, and verifying invisible RainbowSecure® codes in the field – designed to allow investigators to quickly and efficiently authenticate product throughout the distribution chain, including warehouses, ports of entry, retail locations, and product purchased over the internet for inspection and investigative actions. This technology is coupled with a secure cloud-based track and trace software engine which allows brands and investigators to see where products originate and where they are deployed with geo location mapping and intelligent programable alerts. Brand owners access the VeriPAS™ software over the internet. Brand owners can then set rules of engagement, establish marketing programs for customer engagement and control, and monitor and protect their products “life cycle.” The Company has not yet derived any revenue from the VeriPAS™ software system and has derived limited revenue from the sale of our RainbowSecure® technology. The Company’s activities are subject to significant risks and uncertainties, including the need to secure additional funding for working capital and to further develop the Company’s intellectual property. | Nature of Business The Company was incorporated in the State of Nevada on November 10, 1999. The Company is based in Rochester, New York and its common stock, par value $0.001 per share, is traded on the over-the-counter market and quoted on the OTCQB. The Company is a technology solutions provider specializing in brand protection functions such as counterfeit prevention, authentication, serialization, track and trace features for labels, packaging and products. Leveraging the Company’s covert luminescent pigment, RainbowSecure®, which the Company began commercializing in 2018, it has also developed the patent pending VeriPAS™ software system in 2018, which covertly and overtly serializes products to track a product’s “life cycle” for brand owners. We believe VeriPAS™ is the only invisible covert serialization and authentication solution deployed through variable digital printing on HP Indigo printing systems with a smartphone tracking and authentication system. VeriPAS™ is capable of fluorescing, decoding, and verifying invisible RainbowSecure® codes in the field – designed to allow investigators to quickly and efficiently authenticate product throughout the distribution chain, including warehouses, ports of entry, retail locations, and product purchased over the internet for inspection and investigative actions. This technology is coupled with a secure cloud based track and trace software engine which allows brands and investigators to see where products originate and where they are deployed with geo location mapping and intelligent programable alerts. Brand owners access the VeriPAS™ software over the internet. Brand owners can then set rules of engagement, establish marketing programs for customer engagement and control, and monitor and protect their products “life cycle.” The Company has not yet derived any revenue from the VeriPAS™ software system and has derived minimal revenue from the sale of our RainbowSecure® technology. The Company’s activities are subject to significant risks and uncertainties, including the need to secure additional funding for working capital and to further develop the Company’s intellectual property. |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements (the “Interim Statements”) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The Interim Statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2020. The accompanying Interim Statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The interim results for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. | Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of accounts receivable, accounts payable and accrued expenses, secured convertible debentures, embedded derivative liability and warrant liability. The carrying value of accounts receivable, accounts payable and accrued expenses approximate their fair value because of their short maturities. The Company believes the carrying amount of its notes payable approximate fair value based on rates and other terms currently available to the Company for similar debt instruments. The Company follows FASB ASC 820, “Fair Value Measurements and Disclosures,” and applies it to all assets and liabilities that are being measured and reported on a fair value basis. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs that are not corroborated by market data The level in the fair value within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. | |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and certificates of deposit and commercial paper with original maturities of 90 days or less to be cash or cash equivalents. | |
Accounts Receivable | Accounts Receivable Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, such allowances may be required. The Company recognized $0 and $0 for allowance for doubtful accounts as of December 31, 2019 and 2018, respectively. | |
Concentration of Credit Risk Involving Cash and Cash Equivalents | Concentration of Credit Risk Involving Cash and Cash Equivalents The Company’s cash and cash equivalents are held at one financial institution. At times, the Company’s deposits may exceed Federal Deposit Insurance Corporation (FDIC) coverage limits. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits. | |
Inventory | Inventory Inventory principally consists of canisters and pigments and is stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. | |
Patents and Trademarks | Patents and Trademarks Our current patent and trademark portfolios consist of 9 granted US patents and one granted European patent validated in four countries, four pending US and foreign patent applications, four registered US trademarks, one EU foreign registration one and Colombian foreign registration, and seven pending US and foreign trademark applications. Our registered patents expire between the years 2019 and 2033. Costs associated with the registration and legal defense of the patents have been capitalized and are amortized on a straight-line basis over the estimated lives of the patents which were determined to be 17 to 19 years. | |
Equipment for Lease | Equipment for Lease Equipment for lease principally consists of costs associated with the development, certification and production of the VerifyMe Beeper and the VeriPAS™ Smartphone Authenticator technology. These technologies are leased to customers typically for a period of one year in length with automatically renewable leases cancellable by either party by written notice provided 90 days in advance. We examined the effect of ASU No. 2016-02- “Lease (Topic 842)” and determined the impact is not material. Our policy is to capitalize the costs related to this equipment and depreciate on a straight-line basis over the estimated lives of the equipment which was determined to be 5 years. As the equipment became available at the end of 2019, there is $0 depreciation for each of the years ended December 31, 2019 and 2018, respectively. | |
Capitalized Software | Capitalized Software Costs incurred in connection with the development of software related to our proprietary digital products are accounted for in accordance with the Financial Accounting Standards Board Accounting Standards Codification ("ASC") 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software development costs begins once the product is available to the market which started in January 2020. Capitalized software development costs are amortized over the estimated life of the related product, generally five years, using the straight-line method. The Company will evaluate its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. During the years ended December 31, 2019 and 2018, the Company capitalized $30,000 and $70,231, respectively, for capitalized software. As the capitalized software became available at the beginning of 2020, there is $0 amortization for each of the years ended December 31, 2019 and 2018. | |
Long-Lived Assets | Long-Lived Assets The Company evaluates the recoverability of its long-lived assets in accordance with ASC 360 “Property, Plant, and Equipment.” The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cash flows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets. | |
Related Parties | Related Parties Related parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. During the year ended December 31, 2019, the Company did not incur any charges related to related parties. During the year ended December 31, 2018, the Company incurred $30,000 related to consulting services performed by a then Director of the Board included in general and administrative on the Statement of Operations. | |
Derivative Instruments | Derivative Instruments The Company evaluates its convertible debt, preferred stock, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguish by Liabilities from Equity” (FASB ASC 480), and FASB ASC 815, “Derivatives and Hedging” (“FASB ASC 815”). The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as a liability. The change in fair value is recorded in the Statement of Operations as a component of other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified as liabilities at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. In connection with issuance of the Debentures, described in Note 5 – Convertible Debt, if any portion of the Debentures are outstanding on the 181st calendar day after the Effective Date, the Company could become contingently obligated to issue shares potentially in excess of its authorized share limit. Consequently, the ability to settle these obligations with shares would be unavailable causing these and other share-settled obligations to potentially be settled in cash. The Company applies a sequencing policy regarding share settlement wherein equity-linked financial instruments with the earliest issuance date would be settled first. Thus, all equity-linked financial instruments, which are convertible or exercisable into common stock, issued concurrent or subsequent to the Debentures are classified as derivative liabilities, with the exception of instruments related to employee share-based compensation. | |
Sequencing | Sequencing As of September 19, 2019, the Company adopted a sequencing policy whereby all equity-linked instruments issued prior to the closing of the $600,000 secured convertible debentures on September 19, 2019 may be classified as equity and all future equity-linked instruments may be classified as a derivative liability with the exception of instruments related to stock-based compensation issued to employees or directors. As of March 6, 2020 the Company redeemed the secured convertible debentures issued as of September 19, 2019 and as a result abandoned the sequencing policy previously adopted, so that all equity-linked instruments going forward may be classified as equity. | Sequencing As of September 19, 2019, the Company adopted a sequencing policy whereby all equity-linked instruments issued prior to the closing of the $600,000 secured convertible Debentures on September 19, 2019 may be classified as equity and all future equity-linked instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. |
Revenue Recognition | Revenue Recognition The Company accounts for revenues according to Accounting Standards Codification (“ASC”) Topic 606, “ Revenue from Contracts with Customers” The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligations are satisfied. During the three months ended March 31, 2020, the Company’s revenues were primarily made up of revenue generated from printing labels with the Company’s technology. | Revenue Recognition The Company accounts for revenues according to ASC Topic 606, “Revenue from Contracts with Customers” which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: identify the contract with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to performance obligations in the contract; and recognize revenue as the performance obligation is satisfied. During the year ended December 31, 2019, the Company’s revenues were primarily made up of revenue generated from printing labels with the Company’s technology. |
Convertible Debt | Convertible Debt The Company recognizes the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert debt into common stock at a price per share that is less than the trading price to the public on the date of the debt. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debt, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method. | |
Income Taxes | Income Taxes The Company follows FASB ASC 740, “Income Taxes,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Tax years from 2015 through 2018 remain subject to examination by major tax jurisdictions. | |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation under the provisions of FASB ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company accounts for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if the Company had paid cash for the services. At the end of each financial reporting period, prior to vesting or prior to the completion of the services, the fair value of the equity-based payments will be re-measured and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity-based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity-based payments are fully vested or the service completed. | |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs were approximately $6,125 and $3,987 for the years ended December 31, 2019 and 2018, respectively, and are included in Sales and Marketing on the Statement of Operations. | |
Research and Development Costs | Research and Development Costs In accordance with FASB ASC 730, research and development costs are expensed when incurred. Research and development costs for the years ended December 31, 2019 and 2018 were $5,119 and $187,655, respectively. | |
Basic and Diluted Net Income per Share of Common Stock | Basic and Diluted Net Income per Share of Common Stock The Company follows Financial Accounting Standards Board (“FASB”) ASC 260, “Earnings Per Share,” when reporting earnings per share resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. For each of the three months ended March 31, 2020 and 2019, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For the three months ended March 31, 2020, there were approximately 101,899,000 anti-dilutive shares consisting of 22,614,000 shares issuable upon exercise of options, 47,163,000 shares issuable upon exercise of warrants, 7,222,000 shares issuable upon conversion of preferred stock and 24,900,000 shares issuable upon conversion of convertible debentures. For the three months ended March 31, 2019, there were approximately 54,373,000 anti-dilutive shares consisting of 19,614,000 shares issuable upon exercise of options, 22,241,000 shares issuable upon exercise of warrants and 12,518,000 shares issuable upon conversion of preferred stock. | Basic and Diluted Net Income per Share of Common Stock The Company follows FASB ASC 260, “Earnings Per Share,” when reporting Earnings Per Share resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for each of the years presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. For the years ended December 31, 2019 and 2018, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For the year ended December 31, 2019 there were approximately 51,099,000 anti-dilutive shares consisting of 21,963,000 anti-dilutive shares relating to warrants, 17,914,000 relating to options 7,222,000 relating to preferred share agreements and 4,000,000 relating to convertible debentures. For the year ended December 31, 2018 there were approximately 54,173,000 anti-dilutive shares consisting of 22,241,000 anti-dilutive shares relating to warrants, 18,614,000 relating to options and 13,318,000 relating to preferred share agreements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements. Effective January 1, 2019, the Company adopted ASU No. 2016-02 – “Leases (Topic 842)” and the series of related Accounting Standards Updates that followed (collectively referred to as “Topic 842”) using the modified retrospective approach. The adoption of Topic 842 did not have a material impact on the Company’s financial statements. | Recently Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements. Effective January 1, 2019, the Company adopted ASU No. 2016-02 – “Lease (Topic 842)” and the series of related Accounting Standards Updates that followed (collectively referred to as “Topic 842”) using the modified retrospective approach. The adoption of Topic 842 did not have a material impact on the Company’s financial statements. |
Going Concern | Going Concern The Company has suffered recurring losses from operations and negative cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management's plans to continue as a going concern include raising additional capital through increased sales of product and by sales of securities. The Company’s business plans are dependent on the ability to raise capital through the possible exercise of outstanding options and warrants, through debt financing and/or through future public or private offering of our securities. The Company’s plans to raise capital may be disrupted by the volatility in the capital markets raised by the COVID-19 pandemic. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. | Going Concern The Company has suffered recurring losses from operations and negative cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management's plans to continue as a going concern include raising additional capital through increased sales of product and raising additional capital through incurrence of debt and the sale of our common stock and other equity securities. The Company’s business plans are dependent on the ability to raise capital through private placements of the Company’s common stock and/or preferred stock, through the possible exercise of outstanding options and warrants, through debt financing and/or through the future public offerings of our securities. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The Company needs to raise additional funds in the future in order to remain operational past that date. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of federal statutory tax rate | The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2019 and 2018 is as follows (in thousands) Year Ended December 31 US 2019 2018 Income before income taxes $ (2,508 ) $ (2,932 ) Taxes under statutory US tax rates (527 ) (616 ) Increase (decrease) in taxes resulting from: Increase (decrease) in valuation allowance 529 (92 ) All other 72 857 State taxes (74 ) (149 ) Income tax expense $ - $ - |
Schedule of deferred tax assets and liabilities | Significant components of the Company's deferred tax assets and liabilities consist of the following (in thousands): December 31, 2019 2018 US Net operating loss $ 8,545 $ 8,316 Share based compensation 725 447 Reserves and accruals 2 (21 ) Gross deferred tax assets 9,272 8,742 Less valuation allowance (9,272 ) (8,742 ) Total deferred tax assets - - Deferred tax liabilities: Total deferred tax liabilities - - Net deferred tax assets / (liabilities) $ - $ - |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Schedule of estimated the fair value | The Company estimated the fair value of the monthly payment provision using a Monte Carlo Simulation, with 10,000 trials, with the following key inputs: March 31, 2020 December 31, 2019 Stock price - $0.07 - $0.10 Terms (years) - 0.72 – 1.00 Volatility - 153.9% - 195.7% Risk-free rate - 1.60% - 1.87% Probability of QPI - 50% | The Company estimated the fair value of the monthly payment provision using a Monte Carlo Simulation, with 10,000 trials, with the following key inputs: December 31, 2019 Stock price $0.07 - $0.10 Terms (years) 0.72 – 1.00 Volatility 153.9% - 195.7% Risk-free rate 1.60% - 1.87% Probability of QPI 50% |
Schedule of estimated the fair value of these warrants using Black-Scholes | These common stock purchase warrants did not trade on an active securities market, and as such, the Company estimated the fair value of these warrants using the Black-Scholes method and the following assumptions: March 31, December 31, Closing trade price of Common Stock $ - $ 0.07 Intrinsic value of conversion option per share $ - $ 0.07 March 31, December 31, Annual Dividend Yield - 0.0% Expected Life (Years) - 5 Risk-Free Interest Rate - 1.68%-1.69% Expected Volatility - 445.01%-453.08% | These Common Stock purchase warrants did not trade on an active securities market, and as such, the Company estimated the fair value of these warrants using the Black-Scholes method and the following assumptions: December 31, December 31, Closing trade price of Common Stock $ 0.07 $ - Intrinsic value of conversion option per share $ 0.07 $ - December 31, December 31, Annual Dividend Yield 0.0 % - Expected Life (Years) 5 - Risk-Free Interest Rate 1.68%-1.69% - Expected Volatility 445.01%-453.08% - |
Schedule of convertible debt | The following table summarizes the 2019 Debentures outstanding as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 Convertible Debentures, due September 18, 2020: Principal value $ - $ 600,000 Unamortized debt discount - (302,003 ) Carrying value of convertible notes - 297,997 Total short-term carrying value of Convertible Debentures $ - $ 297,997 Embedded Derivative Liability: Fair value of derivative liability, December 31, 2019 $ 171,499 Gain on extinguishment of debt (171,499 ) Fair value of derivative liability, March 31, 2020 $ - The following table summarizes the 2020 Debentures outstanding as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 Convertible Debentures: Principal value $ 1,662,000 $ - Principal value – Related Party 330,000 - Unamortized debt discount (1,558,695 ) - Unamortized debt discount – Related Party (309,488 ) - Carrying value of convertible notes 123,817 - Total long-term carrying value of Convertible Debentures $ 123,817 $ - | December 31, 2019 Convertible Debentures, due September 18, 2020: Principal value $ 600,000 Debt discount (401,957 ) Amortization of Debt Discount 99,954 Carrying value of convertible notes 297,997 Total short-term carrying value of Convertible Debentures $ 297,997 Embedded Derivative Liability: Fair value of derivative liability, December 31, 2018 $ - Fair value of derivative liability at issuance recorded as debt Discount 193,164 Change in fair value of derivative liability (21,665 ) Fair value of derivative liability, December 31, 2019 $ 171,499 |
STOCK OPTIONS, RESTRICTED STO_2
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of weighted-average assumptions | The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted during the three months ended March 31, 2020: Risk Free Interest Rate 1.78 % Expected Volatility 453.90 % Expected Life (in years) 5.0 Dividend Yield 0 % Weighted average estimated fair value of options during the period $ 0.10 | The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted during the years ended December 31, 2019 and 2018: 2019 2018 Risk Free Interest Rate 2.14 % 2.30 % Expected Volatility 436.22 % 200.50 % Expected Life (in years) 5.0 5.0 Dividend Yield 0 % 0 % Weighted average estimated fair value of options during the period $ 0.25 $ 0.17 |
Schedule of stock option activity | Options Outstanding Weighted - Average Aggregate Remaining Intrinsic Weighted- Contractual Value Number of Average Term (in 000’s) Shares Exercise Price (in years) (1) Balance as of December 31, 2019 17,913,529 $ 0.12 Granted 4,700,000 0.07 Balance as of March 31, 2020 22,613,529 $ 0.11 Exercisable as of March 31, 2020 20,088,529 $ 0.11 2.9 $ 302 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. | The following table summarizes the activities for the Company’s stock options for the year ended December 31, 2019 and 2018: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value (in 000’) Shares Exercise Price (in years) (1) Balance as of December 31, 2017 22,013,529 $ 0.11 Granted 1,600,000 0.27 Exercised (5,000,000 ) 0.07 Balance December 31, 2018 18,613,529 $ 0.14 Granted 1,500,000 $ 0.18 Forfeited/cancelled (2,200,000 ) $ 0.34 Balance December 31, 2019 17,913,529 $ 0.12 2.9 Vested and Exercisable at December 31, 2019 16,913,529 $ 0.11 2.8 $ 60 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. During the years ended December 31, 2019 and 2018, the aggregate intrinsic value of options exercised under the Company’s stock option plans was $59,800 and $2,113,368, respectively. |
Schedule of summary for the activities of unvested stock options | The following table summarizes the activities for the Company’s unvested stock options for the three months ended March 31, 2020 Unvested Options Weighted - Average Number of Unvested Grant Date Options Exercise Price Balance as of December 31, 2019 1,000,000 $ 0.20 Granted 4,700,000 0.07 Vested (3,175,000 ) 0.09 Balance as of March 31, 2020 2,525,000 $ 0.09 | The following table summarizes the activities for the Company’s unvested stock options for the year ended December 31, 2019 and 2018: Unvested Options Weighted - Average Number of Grant Unvested Options Date Exercise Price Balance December 31, 2017 2,666,667 $ 0.06 Granted 1,600,000 0.27 Vested (2,250,001 ) 0.10 Balance December 31, 2018 2,016,666 $ 0.18 Granted 1,500,000 0.18 Vested (2,516,666 ) 0.17 Balance December 31, 2019 1,000,000 $ 0.20 |
Schedule of warrant activity | The following table summarizes the activities for the Company’s warrants for the three months ended March 31, 2020 Warrants Outstanding Number of Weighted- Average Exercise Price Weighted - Average Remaining Contractual Term in years) Aggregate Intrinsic Value (in 000's) (1) Balance as of December 31, 2019 22,262,608 $ 0.31 Granted 24,900,000 0.15 Balance as of March 31, 2020 47,162,608 $ 0.23 2.7 Exercisable as of March 31, 2020 47,162,608 $ 0.23 2.7 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.08 for our common stock on March 31, 2020. | The following table summarizes the activities for the Company’s warrants for the year ended December 31, 2019 and 2018: Warrants Outstanding Number of Weighted- Average Exercise Price Weighted - Average Remaining Contractual Term in years) Aggregate Intrinsic Value (in 000's) (1) Balance, December 31, 2017 32,292,580 $ 0.30 Issued 18,727,769 0.15 Exercised (22,809,908 ) 0.11 Expired (1,019,608 ) 0.07 Cancelled/Forfeited (4,950,000 ) 0.40 Balance, December 31, 2018 22,240,833 $ 0.31 Issued 300,000 0.15 Exercised (200,000 ) 0.15 Expired (78,225 ) 0.26 Balance, December 31, 2019 22,262,608 $ 0.31 2.8 - Exercisable at December 31, 2019 22,262,608 $ 0.31 2.8 - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.0699 for our common stock on December 31, 2019. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of liabilities measured at fair value on a recurring basis | Liabilities measured at fair value on a recurring basis are summarized as follows: December 31, 2019 December 31, 2018 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Embedded derivative liability $ - $ - $ 151,215 $ 151,215 $ - $ - $ - $ - Derivative liability related to - - 20,284 20,284 - - - - Total $ - $ - $ 171,499 $ 171,499 $ - $ - $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($)shares | Dec. 31, 2019USD ($)Number$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 19, 2019USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Warrant liability and embedded derivative liability | $ 171,425 | $ 171,425 | |||
Estimated useful lives of property and equipment | 5 years | 5 years | |||
Number of patents granted | Number | 1 | ||||
Amortization method of patents | Straight-line method | ||||
Interest rolled into principal | $ (30,000) | ||||
Capitalized software development costs | 30,000 | 70,231 | |||
Advertising costs | 6,125 | 3,987 | |||
Research and development costs | $ 3,643 | $ 5,119 | $ 187,655 | ||
Anti-dilutive common stock equivalents | shares | 101,899,000 | 54,373,000 | 51,099,000 | 54,173,000 | |
Number of operating segment | Number | 1 | ||||
Receivable of net proceeds | $ 1,153,645 | ||||
Secured convertible debentures | $ 600,000 | ||||
Amortization, capitalized software costs | $ 5,011 | 0 | 0 | ||
Allowance for doubtful accounts | 0 | 0 | |||
Depreciation | $ 11,435 | $ 0 | $ 0 | $ 0 | |
Convertible Debentures [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Anti-dilutive common stock equivalents | shares | 4,000,000 | ||||
Warrant [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Anti-dilutive common stock equivalents | shares | 47,163,000 | 22,241,000 | 21,963,000 | 22,241,000 | |
Stock Options [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Anti-dilutive common stock equivalents | shares | 22,614,000 | 19,614,000 | 17,914,000 | 18,614,000 | |
Preferred Share Agreements [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Anti-dilutive common stock equivalents | shares | 7,222,000 | 12,518,000 | 7,222,000 | 13,318,000 | |
Convertible Debentures [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Anti-dilutive common stock equivalents | shares | 24,900,000 | ||||
Four Director [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Interest rolled into principal | $ 30,000 | ||||
Patents [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of patents granted | Number | 4 | ||||
Patents expire terms | Between the years 2019 and 2033. | ||||
Amortization method of patents | Straight-line basis | ||||
Patents [Member] | Minimum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated lives of patents | 17 years | 17 years | |||
Patents [Member] | Maximum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated lives of patents | 19 years | 19 years | |||
Patents [Member] | European [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of patents granted | Number | 1 | ||||
Patents [Member] | US | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of patents granted | Number | 9 | ||||
Number of provisional patent applications pending | Number | 4 | ||||
Trademarks [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Amortization method of patents | Straight-line basis | ||||
Trademarks [Member] | European [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of patents registered | Number | 1 | ||||
Trademarks [Member] | US | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of provisional patent applications pending | Number | 7 | ||||
Number of patents registered | Number | 4 | ||||
VerifyMe Beeper And The Smartphone Authenticator TM Technology [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Estimated useful lives of property and equipment | 5 years | ||||
Maturity terms of lease | 1 year | ||||
Description of lease terms | Automatically renewable and cancellable by either party by written notice provided 90 days in advance. | ||||
Depreciation | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of trademarks | ||||
Equipment for lease | $ 239,149 | $ 177,021 | ||
Capitalized amount | 73,563 | $ 0 | ||
Deposit | $ 51,494 | |||
Useful life | 5 years | 5 years | ||
Depreciation expense | $ 11,435 | $ 0 | $ 0 | $ 0 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020USD ($)Number | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization method | Straight-line method | |||
Capitalized software costs | $ | $ 5,011 | $ 0 | ||
Patents [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Number of patents granted | 10 | |||
Number of pending patents | 4 | |||
Number of trademarks | 5 | |||
Number of pending trademarks | 6 | |||
Amortization method | Straight-line basis | |||
Patents [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated lives of intangible assets | 17 years | 17 years | ||
Patents [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated lives of intangible assets | 19 years | 19 years | ||
Patents [Member] | Foreign [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Number of trademarks | 3 | |||
Patents [Member] | Europe [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Number of patents granted | 1 | |||
Trademarks [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization method | Straight-line basis | |||
Capitalized Software [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated lives of intangible assets | 5 years | |||
Patents And Trademark [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Capitalized patent costs and trademarks | $ | $ 7,046 | 24,435 | $ 43,815 | $ 38,505 |
Amortization expense | $ | $ 6,632 | $ 5,707 | $ 34,294 | $ 20,963 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income before income taxes | $ (2,508) | $ (2,932) |
Taxes under statutory US tax rates | (527) | (616) |
Increase (decrease) in taxes resulting from: | ||
Increase (decrease) in valuation allowance | 529 | (92) |
All other | 72 | 857 |
State taxes | (74) | (149) |
Income tax expense |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss | $ 8,545 | $ 8,316 |
Share based compensation | 725 | 447 |
Reserves and accruals | 2 | (21) |
Gross deferred tax assets | 9,272 | 8,742 |
Less valuation allowance | (9,272) | (8,742) |
Total deferred tax assets | ||
Deferred tax liabilities: | ||
Total deferred tax liabilities | ||
Net deferred tax assets / (liabilities) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Provisional decrease to deferred tax assets and liabilities | $ 6,200,000 |
State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards | 37,800,000 |
Fedral [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards | $ 11,400,000 |
Maximum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Federal Statutory Rate | 35.00% |
Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Federal Statutory Rate | 21.00% |
CONVERTIBLE PREFERRED STOCK (De
CONVERTIBLE PREFERRED STOCK (Details Narrative) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Preferred stock, voting rights | Each share of Series A and Series B has limited voting rights, is entitled to participate with the common stock on liquidation and holders of Series A and Series B are subject to beneficial ownership limitations. | |||
Series A Convertible Preferred Stock [Member] | ||||
Convertible Preferred Stock, authorized (in shares) | 37,564,767 | 37,564,767 | 37,564,767 | |
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Convertible preferred stock, outstanding (in shares) | 0 | 0 | 304,778 | |
Conversion of stock, shares converted (in shares) | 40,000 | 304,778 | 20,000 | |
Conversion of shares of preferred stock to common stock (in shares) | 800,000 | 304,778 | 20,000 | |
Series B Convertible Preferred Stock [Member] | ||||
Convertible Preferred Stock, authorized (in shares) | 85 | 85 | 85 | |
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Convertible preferred stock, outstanding (in shares) | 0.85 | 0.85 | 0.85 | |
Conversion of stock, shares converted (in shares) | ||||
Conversion of shares of preferred stock to common stock (in shares) | 7,222,222 | (0.07) |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended | |
Dec. 31, 2019 | Mar. 31, 2020 | |
Stock Price [Member] | ||
Embedded Derivative Liability, Measurement Input | ||
Stock Price [Member] | Minimum [Member] | ||
Embedded Derivative Liability, Measurement Input | 0 | |
Stock Price [Member] | Maximum [Member] | ||
Embedded Derivative Liability, Measurement Input | 0 | |
Terms [Member] | Minimum [Member] | ||
Embedded Derivative, Term | 8 months 19 days | |
Terms [Member] | Maximum [Member] | ||
Embedded Derivative, Term | 1 year | |
Volatility [Member] | ||
Embedded Derivative Liability, Measurement Input | ||
Volatility [Member] | Minimum [Member] | ||
Embedded Derivative Liability, Measurement Input | 154 | |
Volatility [Member] | Maximum [Member] | ||
Embedded Derivative Liability, Measurement Input | 196 | |
Risk-Free Rate [Member] | ||
Embedded Derivative Liability, Measurement Input | ||
Risk-Free Rate [Member] | Minimum [Member] | ||
Embedded Derivative Liability, Measurement Input | 2 | |
Risk-Free Rate [Member] | Maximum [Member] | ||
Embedded Derivative Liability, Measurement Input | 2 | |
Probability of QPI [Member] | ||
Embedded Derivative Liability, Measurement Input | 1 |
CONVERTIBLE DEBT (Details 1)
CONVERTIBLE DEBT (Details 1) - Common Stock Purchase [Member] - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Closing trade price of Common Stock (in dollars per share) | $ 0.07 | ||
Intrinsic value of conversion option per share (in dollars per share) | $ 0.07 |
CONVERTIBLE DEBT (Details 2)
CONVERTIBLE DEBT (Details 2) - Common Stock Purchase [Member] - Warrant [Member] | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Dividend Yield [Member] | |||
Debt instrument measurement input | 0 | ||
Expected Life (Years) [Member] | |||
Debt instrument maturity terms | 5 years | 0 years | |
Risk-Free Rate [Member] | |||
Debt instrument measurement input | |||
Risk-Free Rate [Member] | Minimum [Member] | |||
Debt instrument measurement input | 1.68 | ||
Risk-Free Rate [Member] | Maximum [Member] | |||
Debt instrument measurement input | (1.69) | ||
Expected Volatility [Member] | |||
Debt instrument measurement input | |||
Expected Volatility [Member] | Minimum [Member] | |||
Debt instrument measurement input | 445.01 | ||
Expected Volatility [Member] | Maximum [Member] | |||
Debt instrument measurement input | (453.08) |
CONVERTIBLE DEBT (Details 3)
CONVERTIBLE DEBT (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 19, 2019 | |
Amortization of Debt Discount | $ 123,817 | $ 99,954 | |||
Total short-term carrying value of Convertible Debentures | 401,957 | 401,957 | $ 600,000 | ||
Convertible Debt, Due on September 18, 2020 [Member] | |||||
Principal value | 600,000 | ||||
Unamortized debt discount | (302,003) | ||||
Amortization of Debt Discount | 99,954 | ||||
Carrying value of convertible notes | 297,997 | ||||
Total short-term carrying value of Convertible Debentures | $ 297,997 |
CONVERTIBLE DEBT (Details 4)
CONVERTIBLE DEBT (Details 4) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain on extinguishment of debt | $ (280,504) | ||
Embedded Derivative Financial Instruments [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Fair value of derivative liability, beginning balance | 171,499 | ||
Fair value of derivative liability at issuance recorded as debt Discount | 193,164 | ||
Gain on extinguishment of debt | (171,499) | (21,665) | |
Fair value of derivative liability, ending balance | $ 171,499 |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) - USD ($) | Sep. 19, 2019 | Sep. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2018 |
Convertible debt | $ 600,000 | $ 401,957 | $ 401,957 | ||||
Debentures for gross proceeds | 540,000 | ||||||
Warrants issuable to the placement agent | $ 21,739 | 21,739 | |||||
Issuance of the debt tranche | $ 600,000 | ||||||
Description of debt conversion | If any portion of the 2019 Debentures was outstanding on the 181st calendar day after the Effective Date, then the conversion price would equal the lesser of (a) $0.15, (b) the QPI Discounted Price, or (c) 70% of the lowest volume-weighted average price (as reported by Bloomberg LP) of the common stock on any trading day during the 20 trading days immediately preceding the date of conversion of the 2019 Debentures (provided, further, that if either we are not DWAC operational at the time of conversion, the common stock is traded on the OTC Pink at the time of conversion, or the conversion price was less than $0.01 per share, then 70% would automatically adjust to 60%). | If any portion of the Debentures are outstanding on the 181st calendar day after the Effective Date, then the conversion price shall equal the lesser of (a) $0.15, (b) the QPI Discounted Price, or (c) 70% of the lowest volume-weighted average price (as reported by Bloomberg LP) of the common stock on any trading day during the 20 trading days immediately preceding the date of conversion of the Debenture (provided, further, that if either we are not DWAC operational at the time of conversion, the common stock is traded on the OTC Pink at the time of conversion, or the conversion price is less than $0.01 per share, then 70% will automatically adjust to 60%). | |||||
Description of debt redemption | So long as no event of default had occurred and was continuing under the 2019 Debentures, the Company could at our option call for redemption all or part of the 2019 Debentures prior to the maturity date, upon not more than two calendar days written notice, for an amount equal to: (i) if the redemption date was 90 calendar days or less from the date of issuance of the 2019 Debentures, 110% of the sum of the principal amount; (ii) if the redemption date was greater than or equal to 91 calendar days from the date of issuance of the 2019 Debentures and less than or equal to 150 calendar days from the date of issuance of the 2019 Debentures, 120% of the sum of the principal amount; (iii) if the redemption date was greater than or equal to 151 calendar days from the date of issuance of the 2019 Debentures and less than or equal to 180 calendar days from the date of issuance of the 2019 Debentures, 125% of the sum of the principal amount; and (iv) if either (1) the 2019 Debentures were in default but the holder consents to the redemption notwithstanding such default or (2) the redemption date was greater than or equal to 181 calendar days from the date of issuance of the 2019 Debentures, 130% of the sum of the principal amount. | So long as no event of default has occurred and is continuing under the Debentures, we may at our option call for redemption all or part of the Debentures prior to the maturity date, upon not more than two calendar days written notice, for an amount equal to: (i) if the redemption date is 90 calendar days or less from the date of issuance of the Debentures, 110% of the sum of the principal amount; (ii) if the redemption date is greater than or equal to 91 calendar days from the date of issuance of the Debentures and less than or equal to 150 calendar days from the date of issuance of the Debentures, 120% of the sum of the principal amount; (iii) if the redemption date is greater than or equal to 151 calendar days from the date of issuance of the Debentures and less than or equal to 180 calendar days from the date of issuance of the Debentures, 125% of the sum of the principal amount; and (iv) if either (1) the Debentures are in default but the holder consents to the redemption notwithstanding such default or (2) the redemption date is greater than or equal to 181 calendar days from the date of issuance of the Debentures, 130% of the sum of the principal amount. | |||||
Amortization of debt discount | $ 123,817 | $ 99,954 | |||||
Fair value of embedded derivative liability | 171,425 | 171,425 | |||||
Common stock issued in relation to Bridge Financing | 66,912 | 70,100 | |||||
Transaction costs | 78,693 | 78,693 | |||||
Original issue discount | $ 60,000 | $ 60,000 | |||||
Exercise price (in dollars per share) | $ 0.15 | ||||||
Warrant [Member] | |||||||
Exercise price (in dollars per share) | $ 0.08 | $ 0.0699 | |||||
Public Offering [Member] | |||||||
Description of debt | The 2019 Debentures contained provisions that entitled each Purchaser, at any time, to convert all or any portion of the outstanding principal amount of its 2019 Debenture(s) plus any accrued interest into restricted shares of common stock. If we consummated a public offering within 180 calendar days of the Effective Date, then the conversion price would be the lesser of (a) $0.15 or (b) 70% multiplied of the price per share of the common stock we issued in the public offering (the “QPI Discounted Price”), subject to further adjustment as provided in the 2019 Debentures as well as subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. Further, if the Company consummated a public offering of common stock which resulted in us receiving gross proceeds of at least $5 million within 180 calendar days of the Effective Date then we would have been obligated to repay the outstanding amounts owed under the 2019 Debentures, to the extent they were not converted and including the applicable redemption premium then in effect, within three days of consummation of such an offering. | Each Purchaser is entitled, at any time, to convert all or any portion of the outstanding principal amount of its Debenture(s) plus any accrued interest into restricted shares of common stock. If we consummate a public offering within 180 calendar days of the Effective Date, then the conversion price will be the lesser of (a) $0.15 or (b) 70% multiplied of the price per share of the common stock we issue in the public offering (the “QPI Discounted Price”), subject to further adjustment as provided in the Debenture as well as subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. Further, if we consummate a public offering of common stock which results in us receiving gross proceeds of at least $5 million within 180 calendar days of the Effective Date then we are obligated to repay the outstanding amounts owed under the Debentures, to the extent they are not converted and including the applicable redemption premium then in effect, within three days of consummation of such an offering. | |||||
Securities Purchase Agreement [Member] | Two Purchasers [Member] | |||||||
Principal amount | $ 1,200,000 | ||||||
Description of debt tranche issuer | The Purchasers elected not to consummate the closing of the second tranche, then the Company was entitled to raise up to $600,000 from additional investors (including the Company’s affiliates) who would have a security interest on a pari passu basis with the Purchasers in the first tranche, so long as such investors agreed not to convert the securities received until the Purchasers in the first tranche had completely converted the 2019 Debentures or been fully repaid. | ||||||
Securities Purchase Agreement [Member] | Two Purchasers [Member] | First Tranche [Member] | |||||||
Issuance of the debt tranche | $ 600,000 | ||||||
Maturity date | Sep. 18, 2020 | ||||||
Interest rate | 18.00% | ||||||
Securities Purchase Agreement [Member] | Two Purchasers [Member] | Second Tranche [Member] | |||||||
Issuance of the debt tranche | $ 600,000 | ||||||
Securities Purchase Agreement [Member] | Bridge Financing [Member] | |||||||
Commitment fee | $ 5,000 | $ 5,000 | |||||
Description of fee | The placement agent for the 2019 Debentures received a cash fee of 8% of the gross proceeds received at the closing and is entitled to receive warrants convertible into shares of common. | The placement agent for the Debentures received a cash fee of 8% of the gross proceeds received at each closing and is entitled to receive warrants convertible into shares of common stock | |||||
Securities Purchase Agreement [Member] | Bridge Financing [Member] | Warrant [Member] | |||||||
Number of convertible debt | 300,000 | ||||||
Exercise price (in dollars per share) | $ 0.15 | ||||||
Maturity terms | 5 years | ||||||
Securities Purchase Agreement [Member] | Bridge Financing [Member] | Restricted Common Stock [Member] | |||||||
Shares issued during period | 500,000 | 500,000 |
CONVERTIBLE DEBT (Details Nar_2
CONVERTIBLE DEBT (Details Narrative 1) | Mar. 06, 2020USD ($) | Mar. 06, 2020USD ($)shares | Mar. 04, 2020USD ($) | Feb. 28, 2020USD ($) | Feb. 27, 2020$ / sharesshares | Feb. 26, 2020USD ($) | Jan. 31, 2020USD ($)$ / shares | Sep. 19, 2019USD ($) | Feb. 29, 2020 | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Sep. 06, 2021USD ($) | Aug. 28, 2021USD ($) | Aug. 16, 2021USD ($) | Jan. 30, 2020 | Jan. 31, 2018$ / shares | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Debt instrument convertible excess of principal | $ 5,000 | |||||||||||||||||||||
Principal value | $ 600,000 | |||||||||||||||||||||
Net proceeds from debt | $ 540,000 | |||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.15 | |||||||||||||||||||||
Additional paid in capital | $ 63,774,320 | 61,705,514 | $ 60,844,796 | |||||||||||||||||||
Amortization of debt discount | 123,817 | 99,954 | ||||||||||||||||||||
General and administrative expense | 570,582 | [1] | 232,682 | [1] | $ 1,358,748 | [2] | $ 1,585,329 | [2] | ||||||||||||||
Loss (Gain) on extinguishment of debt | $ (280,504) | |||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||
Debt instrument convertible excess of principal | 5,000 | |||||||||||||||||||||
Four Director [Member] | Warrant [Member] | ||||||||||||||||||||||
Description of warrant | Warrants for 4,125,000 shares were issued to four directors and an entity in which one officer of the Company is a majority owner. The Warrant was determined to meet equity classification pursuant to ASC 480 and ASC 815. As such, the relative fair value of the Warrant is recorded as additional paid-in-capital on the Balance Sheets, which was determined to be $1,063,239, on the issuance date. | |||||||||||||||||||||
Promissory Note Due On March 2020 [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Debt principal amount | 75,000 | |||||||||||||||||||||
Unsecured Debt [Member] | ||||||||||||||||||||||
Cumulative interest rate | 10.00% | |||||||||||||||||||||
Unsecured Debt [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Cumulative interest rate | 10.00% | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Number of shares issued for services (in shares) | shares | 66,666 | 1,172,730 | ||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||
Description of termination | The agreement will automatically extend for periods of thirty days until terminated in writing. | |||||||||||||||||||||
Dividend percentage | 0.04 | |||||||||||||||||||||
Private Placement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Description of termination | The agreement will automatically extend for periods of thirty days until terminated in writing. | |||||||||||||||||||||
Dividend percentage | 0.04 | |||||||||||||||||||||
Agreement [Member] | ||||||||||||||||||||||
Cash compensation | $ 152,960 | |||||||||||||||||||||
Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Cash compensation | $ 152,960 | |||||||||||||||||||||
Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||
Number of shares issued for services (in shares) | shares | 614,205 | |||||||||||||||||||||
Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Number of shares issued for services (in shares) | shares | 614,205 | |||||||||||||||||||||
Agreement [Member] | Private Placement [Member] | ||||||||||||||||||||||
Cash compensation | $ 25,000 | |||||||||||||||||||||
Agreement [Member] | Private Placement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Cash compensation | $ 25,000 | |||||||||||||||||||||
Agreement [Member] | Private Placement [Member] | Common Stock [Member] | ||||||||||||||||||||||
Number of shares issued for services (in shares) | shares | 96,154 | |||||||||||||||||||||
Agreement [Member] | Private Placement [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Number of shares issued for services (in shares) | shares | 96,154 | |||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||
Debt principal amount | $ 600,000 | |||||||||||||||||||||
Description of conversion stock | (i) the commencement of trading of the common stock on the NASDAQ, New York Stock Exchange or NYSE American (an “Uplist”) at the Uplist Conversion Price; or (ii) at any time the minimum bid price of the common stock exceeds $0.50 per share for twenty (20) consecutive trading days and the average trading volume during the 10 trading days prior to the conversion is at least 100,000 shares and the shares are registered under an effective registration statement or the shares are salable under Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended. | |||||||||||||||||||||
Purchased of convertible debt | $ 649,552 | |||||||||||||||||||||
Debt instrument convertible excess of principal | 34,412 | |||||||||||||||||||||
Principal value | $ 600,000 | $ 600,000 | ||||||||||||||||||||
Net proceeds from debt | 750,000 | |||||||||||||||||||||
Direct transaction costs | 1,747,203 | 244,797 | ||||||||||||||||||||
Additional paid in capital | 649,552 | |||||||||||||||||||||
Amortization of debt discount | 1,992,000 | |||||||||||||||||||||
Interest expense | 17,600 | |||||||||||||||||||||
Loss (Gain) on extinguishment of debt | 280,504 | |||||||||||||||||||||
Redemption fee | $ 150,000 | $ 150,000 | ||||||||||||||||||||
Debt term | 18 months | |||||||||||||||||||||
Convertible Debt [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Cumulative interest rate | 10.00% | |||||||||||||||||||||
Debt conversion price (in dollars per shares) | $ / shares | $ 0.08 | |||||||||||||||||||||
Description of termination | The Offering will terminate on the first to occur of: (1) February 13, 2020 , (2) the date of the acceptance of subscriptions for the maximum offering amount, or (3) the date the Offering is terminated by the Company. | |||||||||||||||||||||
Description of conversion stock | (i) the commencement of trading of the Common Stock on the NASDAQ, New York Stock Exchange or NYSE American (an “Uplist”) at the Uplist Conversion Price; or (ii) at any time the minimum bid price of the Common Stock exceeds $0.50 per share for twenty (20) consecutive trading days and the average trading volume during the 10 trading days prior to the conversion is at least 100,000 shares and the shares are registered under an Effective Registration Statement or the shares are salable under Rule 144. | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||||
Principal value | $ 600,000 | |||||||||||||||||||||
Net proceeds from debt | $ 750,000 | |||||||||||||||||||||
Convertible Debt [Member] | Warrant [Member] | ||||||||||||||||||||||
Convertible debt | $ 1,063,239 | |||||||||||||||||||||
Convertible Debt [Member] | Warrant [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.15 | |||||||||||||||||||||
Convertible Debt [Member] | Four Directors And One Officer [Member] | ||||||||||||||||||||||
Number of shares issued for services (in shares) | shares | 24,900,000 | |||||||||||||||||||||
Convertible debt | $ 330,000 | 330,000 | ||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.15 | |||||||||||||||||||||
Convertible Debt [Member] | Four Directors And One Officer [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Number of shares issued for services (in shares) | shares | 24,900,000 | |||||||||||||||||||||
Dividend percentage | 75,000 | |||||||||||||||||||||
Convertible debt | 330,000 | 330,000 | ||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.15 | |||||||||||||||||||||
Convertible Debt [Member] | Minimum [Member] | ||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||||
Convertible Debt [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Debt principal amount | $ 900,000 | |||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||
Purchased of convertible debt | 80,000 | |||||||||||||||||||||
Convertible debt | 1,992,000 | 1,992,000 | ||||||||||||||||||||
Convertible Debt [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Debt principal amount | $ 150,000 | $ 830,000 | $ 932,000 | |||||||||||||||||||
Purchased of convertible debt | $ 80,000 | |||||||||||||||||||||
Convertible debt | $ 1,992,000 | $ 1,992,000 | ||||||||||||||||||||
[1] | Includes stock based compensation of $322,629 and $89,085 for the three months ended March 31, 2020 and 2019, respectively. | |||||||||||||||||||||
[2] | Includes share-based compensation of $799,654 and $828,203 for the year ended December 31, 2019 and 2018, respectively |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Sep. 19, 2019 | Sep. 18, 2019 | May 29, 2019 | Mar. 15, 2019 | Feb. 28, 2019 | Feb. 27, 2019 | Feb. 27, 2019 | Oct. 31, 2018 | Aug. 31, 2018 | Jul. 31, 2018 | Jul. 27, 2018 | Mar. 31, 2018 | Aug. 09, 2017 | Dec. 31, 2019 | Apr. 30, 2018 | Jan. 31, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Warrants Issued | $ 1,153,465 | $ 1,153,465 | ||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.15 | |||||||||||||||||||||
Shares issued during period value | 1,153,645 | |||||||||||||||||||||
Proceeds from issuance of convertible stock | $ 2,312,005 | |||||||||||||||||||||
Common stock issued | 111,893,779 | 112,920,804 | 102,553,706 | 111,893,779 | 102,553,706 | |||||||||||||||||
Share-based payment for settlement agreement with shareholders | $ 279,000 | |||||||||||||||||||||
Exercised total share price | 200,000 | 22,809,908 | ||||||||||||||||||||
Compensation expense | $ 174,660 | $ 160,500 | ||||||||||||||||||||
Unrecognized compensation cost | $ 192,633 | $ 0 | $ 0 | |||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||
Number of share cancelled | 607,143 | |||||||||||||||||||||
Proceeds From Issuance of Private Placement | $ 2,100,000 | |||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||
Third Party [Member] | ||||||||||||||||||||||
Share-based payment for settlement agreement with shareholders | 139,500 | |||||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||||
Share-based payment for settlement agreement with shareholders | $ 139,500 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Restricted stock awards granted | 640,000 | 1,000,000 | 2,212,500 | |||||||||||||||||||
Common stock sold | 715,000 | |||||||||||||||||||||
Shares issued during period value | $ 15,906 | |||||||||||||||||||||
Shares issued during period | 15,906,168 | |||||||||||||||||||||
Common Stock [Member] | Bridge Financing [Member] | ||||||||||||||||||||||
Restricted stock units issued | 1,000,000 | |||||||||||||||||||||
Restricted stock units fair value | $ 70,100 | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.0699 | $ 0.08 | $ 0.0699 | |||||||||||||||||||
Board of Director [Member] | ||||||||||||||||||||||
Issuance of shares cashless exercise of options related to services | 4,027,778 | |||||||||||||||||||||
Disposed shares related to services | 972,222 | |||||||||||||||||||||
Proceeds from issuance of convertible stock | $ 2,079,345 | |||||||||||||||||||||
Principal amount | $ 120,000 | 120,000 | ||||||||||||||||||||
Accrued interest | 2,478 | |||||||||||||||||||||
Board of Director [Member] | Settlement Agreement [Member] | ||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.40 | |||||||||||||||||||||
Common stock issued | 500,000 | |||||||||||||||||||||
Amount of Settlement paid | $ 500,000 | |||||||||||||||||||||
Number of common stock called by warrants (in shares) | 3,700,000 | |||||||||||||||||||||
Board of Director [Member] | Private Placement [Member] | ||||||||||||||||||||||
Proceeds From Issuance of Private Placement | $ 530,777 | |||||||||||||||||||||
Board of Director [Member] | Common Stock [Member] | ||||||||||||||||||||||
Restricted stock awards granted | 300,000 | |||||||||||||||||||||
Common stock sold | 20,787,784 | |||||||||||||||||||||
Shares issued during period | 240,000 | |||||||||||||||||||||
Proceeds from issuance of convertible stock | $ 12,054,576 | |||||||||||||||||||||
Shares issued to convert accounts payable | 1,749,683 | |||||||||||||||||||||
Board of Director [Member] | Common Stock [Member] | Common stock and warrant [Member] | ||||||||||||||||||||||
Common stock sold | 7,590,111 | |||||||||||||||||||||
Former Director [Member] | Common Stock [Member] | ||||||||||||||||||||||
Warrants Issued | $ 200,000 | |||||||||||||||||||||
Shares issued during period | 71,774 | |||||||||||||||||||||
Restricted Common Stock [Member] | ||||||||||||||||||||||
Compensation expense | $ 111,105 | |||||||||||||||||||||
Unrecognized compensation cost | $ 0 | |||||||||||||||||||||
Restricted Common Stock [Member] | Five Director [Member] | ||||||||||||||||||||||
Restricted stock awards granted | 1,200,000 | |||||||||||||||||||||
Restricted stock awards granted term | 1 year | |||||||||||||||||||||
Restricted Common Stock [Member] | Three Director [Member] | ||||||||||||||||||||||
Number of share cancelled | 320,000 | 320,000 | 320,000 | |||||||||||||||||||
Restricted Common Stock [Member] | Five Director [Member] | ||||||||||||||||||||||
Restricted stock awards granted | 600,000 | |||||||||||||||||||||
Restricted Common Stock [Member] | Director and Chief Executive Officer [Member] | ||||||||||||||||||||||
Restricted stock vested, shares | 150,000 | |||||||||||||||||||||
Restricted stock awards granted | 1,425,000 | |||||||||||||||||||||
Restricted stock awards granted term | 1 year | |||||||||||||||||||||
Restricted Common Stock [Member] | Six Non-employee Directors [Member] | ||||||||||||||||||||||
Restricted stock awards granted | 300,000 | |||||||||||||||||||||
Restricted stock awards granted term | 1 year | |||||||||||||||||||||
Restricted Common Stock [Member] | Four Director [Member] | ||||||||||||||||||||||
Restricted stock awards granted | 960,000 | |||||||||||||||||||||
Restricted stock awards granted term | 1 year | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Restricted stock units, Expense | $ 64,790 | $ 48,182 | $ 0 | $ 8,625 | ||||||||||||||||||
Restricted stock vested, shares | 82,808 | |||||||||||||||||||||
Shares issued during period value | $ 83,572 | |||||||||||||||||||||
Shares issued during period | 680,000 | |||||||||||||||||||||
Common stock issued | 960,359 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Investor Relations and Advisory Agreement [Member] | ||||||||||||||||||||||
Restricted stock units, Expense | $ 66,666 | $ 35,870 | ||||||||||||||||||||
Restricted stock units issued | 7,734 | 292,730 | ||||||||||||||||||||
Monthly fee | $ 5,000 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Consulting Service Agreement [Member] | ||||||||||||||||||||||
Restricted stock units, Expense | $ 19,000 | |||||||||||||||||||||
Restricted stock units issued | 200,000 | |||||||||||||||||||||
Unvested Restricted Stock [Member] | Four Director [Member] | ||||||||||||||||||||||
Number of share cancelled | 120,000 | |||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||
Warrants Issued | $ 16,513,311 | $ 16,513,311 | $ 715,000 | |||||||||||||||||||
Exercise price (in dollars per share) | $ 0.10 | $ 0.15 | ||||||||||||||||||||
Warrant [Member] | Board of Director [Member] | ||||||||||||||||||||||
Common stock sold | 20,787,784 | |||||||||||||||||||||
Warrants Issued | $ 5,000,000 | |||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.15 | |||||||||||||||||||||
Shares issued during period | 20,787,784 | |||||||||||||||||||||
Proceeds from issuance of convertible stock | $ 1,205,458 | |||||||||||||||||||||
Number of common stock called by warrants (in shares) | 3,700,000 | |||||||||||||||||||||
Shares issued to convert accounts payable | 1,749,683 | |||||||||||||||||||||
Exercised total share price | 1,439,524 | |||||||||||||||||||||
Exercised total price | $ 215,929 | |||||||||||||||||||||
Number of disposed share | 4,680 | 190,386 | ||||||||||||||||||||
Warrant [Member] | Board of Director [Member] | Common stock and warrant [Member] | ||||||||||||||||||||||
Restricted stock awards granted | 300,000 | |||||||||||||||||||||
Common stock sold | 7,590,111 | |||||||||||||||||||||
Warrant [Member] | Member of Board [Member] | ||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.15 | |||||||||||||||||||||
Shares issued during period value | $ 215,929 | $ 15,731 | ||||||||||||||||||||
Shares issued during period | 1,439,524 | 104,876 | ||||||||||||||||||||
Stock Options [Member] | Warrant [Member] | Chief Executive Officer (Patrick White) [Member] | ||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Shares issued during period value | $ 1,000 | |||||||||||||||||||||
Shares issued during period | 100,000 | |||||||||||||||||||||
Restricted Stock Awards [Member] | ||||||||||||||||||||||
Restricted stock units, Expense | $ 238,530 | $ 446,265 | ||||||||||||||||||||
Consulting Agreement [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||||
Shares issued during period value | $ 44,120 | $ 12,000 | ||||||||||||||||||||
Shares issued during period | 49,500 | 120,000 | ||||||||||||||||||||
Consulting Service Agreement [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Restricted stock units, Expense | $ 8,625 | |||||||||||||||||||||
Restricted stock vested, shares | 37,500 |
STOCK OPTIONS, RESTRICTED STO_3
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Risk Free Interest Rate | 1.78% | 2.14% | 2.30% |
Expected Volatility | 453.90% | 436.22% | 200.50% |
Expected Life (in years) | 5 years | 5 years | 5 years |
Dividend Yield | 0.00% | 0.00% | 0.00% |
Weighted average estimated fair value of options during the period | $ 0.10 | $ 0.25 | $ 0.17 |
STOCK OPTIONS, RESTRICTED STO_4
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 1) - USD ($) | Nov. 30, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Number of Shares: | ||||||
Granted | 600,000 | |||||
Weighted Average Exercise Price: | ||||||
Granted | $ 0.37 | |||||
Weighted Average Remaining Contractual Term: | ||||||
Vested and Exercisable at December 31, 2019 | 8 months 12 days | |||||
Stock Options [Member] | ||||||
Number of Shares: | ||||||
Balance, beginning | 17,913,529 | 18,613,529 | 22,013,529 | |||
Granted | 4,700,000 | 1,500,000 | 1,600,000 | |||
Exercised | (5,000,000) | |||||
Forfeited/cancelled | (2,200,000) | |||||
Balance, ending | 22,613,529 | 17,913,529 | 18,613,529 | |||
Exercisable | 20,088,529 | |||||
Vested and Exercisable at December 31, 2019 | 16,913,529 | |||||
Weighted Average Exercise Price: | ||||||
Balance, beginning | $ 0.12 | $ 0.14 | $ 0.11 | |||
Granted | 0.07 | 0.18 | 0.27 | |||
Exercised | 0.07 | |||||
Forfeited/cancelled | 0.34 | |||||
Balance, ending | 0.11 | 0.12 | $ 0.14 | |||
Exercisable | $ 0.11 | |||||
Vested and Exercisable at December 31, 2019 | $ 0.11 | |||||
Weighted Average Remaining Contractual Term: | ||||||
Balance at December 31, 2019 | 2 years 10 months 24 days | |||||
Vested and Exercisable at December 31, 2019 | 2 years 9 months 18 days | |||||
Aggregate Intrinsic Value: | ||||||
Vested at December 31, 2019 | $ 60,000 | [1] | $ 2,113,368 | |||
Exercisable at December 31, 2019 | $ 302 | [2] | $ 60,000 | [1] | ||
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company's common stock for options that were in-the-money at each respective period. During the years ended December 31, 2019 and 2018, the aggregate intrinsic value of options exercised under the Company's stock option plans was $59,800 and $2,113,368, respectively. | |||||
[2] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company's common stock for options that were in-the-money at each respective period. |
STOCK OPTIONS, RESTRICTED STO_5
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 2) - $ / shares | Nov. 30, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of Unvested Options | ||||
Granted | 600,000 | |||
Nonvested Stock Options [Member] | ||||
Number of Unvested Options | ||||
Balance, as of Beginning | 1,000,000 | 2,016,666 | 2,666,667 | |
Granted | 4,700,000 | 1,500,000 | 1,600,000 | |
Vested | (3,175,000) | (2,516,666) | (2,250,001) | |
Balance, as of Ending | 2,525,000 | 1,000,000 | 2,016,666 | |
Weighted-Average Grant Date Exercise Price | ||||
Balance, as of Beginning | $ 0.20 | $ 0.18 | $ 0.06 | |
Granted | 0.07 | 0.18 | 0.27 | |
Vested | 0.09 | 0.17 | 0.10 | |
Balance, as of Ending | $ 0.09 | $ 0.20 | $ 0.18 |
STOCK OPTIONS, RESTRICTED STO_6
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Number of Shares: | ||||||
Balance, beginning | 22,262,608 | 22,240,833 | 32,292,580 | |||
Issued | 300,000 | 18,727,769 | ||||
Exercised | (200,000) | (22,809,908) | ||||
Expired | (78,225) | (1,019,608) | ||||
Granted | 24,900,000 | |||||
Cancelled/Forfeited | (4,950,000) | |||||
Balance, ending | 47,162,608 | 22,262,608 | 22,240,833 | |||
Exercisable as of December 31, 2018 | 47,162,608 | 22,262,608 | ||||
Weighted Average Exercise Price: | ||||||
Balance, beginning | $ 0.31 | $ 0.31 | $ 0.30 | |||
Issued | 0.15 | 0.15 | ||||
Exercised | 0.15 | 0.11 | ||||
Expired | 0.26 | 0.07 | ||||
Granted | 0.15 | |||||
Forfeited/canceled | 0.40 | |||||
Balance, ending | 0.23 | 0.31 | $ 0.31 | |||
Exercisable as of December 31, 2018 | $ 0.23 | $ 0.31 | ||||
Weighted- Average Remaining Contractual Term: | ||||||
Balance at December 31, 2019 | 2 years 8 months 12 days | 2 years 9 months 18 days | ||||
Exercisable at December 31, 2019 | 2 years 8 months 12 days | 2 years 9 months 18 days | ||||
Aggregate Intrinsic Value: | ||||||
Balance at December 31, 2019 | [1] | |||||
Exercisable at December 31, 2019 | [2] | [1] | ||||
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.0699 for our common stock on December 31, 2019. | |||||
[2] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.08 for our common stock on March 31, 2020. |
STOCK OPTIONS, RESTRICTED STO_7
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details Narrative) - USD ($) | Mar. 06, 2020 | Aug. 15, 2019 | May 29, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | Oct. 31, 2018 | Aug. 31, 2018 | Jul. 31, 2018 | Nov. 14, 2017 | Nov. 14, 2017 | Jan. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Apr. 30, 2018 | Jan. 31, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2013 | Dec. 17, 2003 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Option, expense | $ 217,605 | $ 123,711 | $ 422,682 | $ 329,193 | ||||||||||||||||||||
Granted | 600,000 | |||||||||||||||||||||||
Weighted average exercise price, granted | $ 0.37 | |||||||||||||||||||||||
Shares issued during period value | $ 1,153,645 | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.15 | |||||||||||||||||||||||
Weighted avarage contractual term | 5 years | |||||||||||||||||||||||
Stock options expected to vest, weighted average | 8 months 12 days | |||||||||||||||||||||||
Unrecognized compensation cost | $ 87,913 | |||||||||||||||||||||||
Common stock issued | 111,893,779 | 112,920,804 | 111,893,779 | 102,553,706 | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 1,153,645 | |||||||||||||||||||||||
Warrant amount | 1,153,465 | |||||||||||||||||||||||
Unrecognized compensation cost | $ 192,633 | $ 0 | $ 0 | |||||||||||||||||||||
Weighted average vest term | 9 months 18 days | |||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Maturity terms | 18 months | |||||||||||||||||||||||
2017 Equity Incentive Plan [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Number of shares authorized to be granted under plan | 13,000,000 | 13,000,000 | ||||||||||||||||||||||
Expiration date | Nov. 14, 2027 | |||||||||||||||||||||||
Stock Option 2003 Plan [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Number of shares authorized to be granted under plan | 18,000,000 | |||||||||||||||||||||||
Chief Operating Officer [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Granted | 1,000,000 | |||||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Weighted avarage contractual term | 6 months | |||||||||||||||||||||||
Number of options issued | 500,000 | |||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Weighted avarage contractual term | 1 year | |||||||||||||||||||||||
Number of options issued | 100,000 | |||||||||||||||||||||||
Four Director [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Shares issued during period value | $ 137,160 | |||||||||||||||||||||||
Shares issued during period (in shares) | 2,000,000 | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.0701 | |||||||||||||||||||||||
Expiration date | Jan. 7, 2025 | |||||||||||||||||||||||
Five Director [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Term of unvested options | 1 year | |||||||||||||||||||||||
Shares issued during period value | $ 171,451 | |||||||||||||||||||||||
Shares issued during period (in shares) | 2,500,000 | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.0701 | |||||||||||||||||||||||
Expiration date | Jan. 7, 2025 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.10 | $ 0.15 | ||||||||||||||||||||||
Number of warrants exercised | 1,250,000 | |||||||||||||||||||||||
Warrant amount | $ 16,513,311 | $ 715,000 | ||||||||||||||||||||||
Stock Options, Restricted Stock and Units, and Other Stock-based Awards [Member] | Stock Option 2003 Plan [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Number of shares authorized to be granted under plan | 20,000,000 | |||||||||||||||||||||||
Stock Options, Restricted Stock and Units, and Other Stock-based Awards [Member] | Stock Option 2013 Plan [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Number of shares authorized to be granted under plan | 20,000,000 | 20,000,000 | ||||||||||||||||||||||
Stock Options [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Exercise price, description | In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). | In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). | ||||||||||||||||||||||
Granted | 4,700,000 | 1,500,000 | 1,600,000 | |||||||||||||||||||||
Term of unvested options | 2 years 10 months 24 days | |||||||||||||||||||||||
Weighted average exercise price, granted | $ 0.07 | $ 0.18 | $ 0.27 | |||||||||||||||||||||
Forfeited warrants | 2,200,000 | |||||||||||||||||||||||
Number of warrants exercised | 5,000,000 | |||||||||||||||||||||||
Stock options expected to vest, weighted average | 2 years 9 months 18 days | |||||||||||||||||||||||
Aggregate intrinsic value | $ 60,000 | [1] | $ 60,000 | [1] | $ 2,113,368 | |||||||||||||||||||
Former Director [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Shares issued during period (in shares) | 71,774 | |||||||||||||||||||||||
Number of cashless exercise of warrants | 200,000 | |||||||||||||||||||||||
Board of Director [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Issuance of shares cashless exercise of options related to services | 4,027,778 | |||||||||||||||||||||||
Disposed shares related to services | 972,222 | |||||||||||||||||||||||
Board of Director [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Shares issued in conversion of debt | 1,749,683 | |||||||||||||||||||||||
Board of Director [Member] | Equity Incentive Plan 2017 [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Shares issued during period (in shares) | 13,000,000 | |||||||||||||||||||||||
Board of Director [Member] | Warrant [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Shares issued during period (in shares) | 20,787,784 | |||||||||||||||||||||||
Shares issued in conversion of debt | 1,749,683 | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.15 | |||||||||||||||||||||||
Number of warrants exercised | 20,787,784 | |||||||||||||||||||||||
Number of cashless exercise of warrants | 11,678 | 366,047 | ||||||||||||||||||||||
Number of disposed share | 4,680 | 190,386 | ||||||||||||||||||||||
Number of issuance share | 6,998 | 175,661 | ||||||||||||||||||||||
Number of common stock called by warrants (in shares) | 3,700,000 | |||||||||||||||||||||||
Proceeds from issuance of common stock | $ 2,079,345 | |||||||||||||||||||||||
Warrant amount | $ 5,000,000 | |||||||||||||||||||||||
Chairman of Board [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Issuance of shares cashless exercise of options related to services | 5,000,000 | |||||||||||||||||||||||
Disposed shares related to services | 972,222 | |||||||||||||||||||||||
Shares issued during period (in shares) | 4,027,778 | |||||||||||||||||||||||
Member of Board [Member] | Warrant [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Shares issued during period value | $ 215,929 | $ 15,731 | ||||||||||||||||||||||
Shares issued during period (in shares) | 1,439,524 | 104,876 | ||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.15 | |||||||||||||||||||||||
Number of warrants exercised | 104,876 | |||||||||||||||||||||||
Chief Operating Officer [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Term of unvested options | 1 year | |||||||||||||||||||||||
Shares issued during period value | $ 13,716 | |||||||||||||||||||||||
Shares issued during period (in shares) | 200,000 | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.0701 | |||||||||||||||||||||||
Expiration date | Jan. 7, 2025 | |||||||||||||||||||||||
Settlement Agreement [Member] | Warrant [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Shares issued during period (in shares) | 464,775 | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.15 | |||||||||||||||||||||||
Equity Incentive Plan 2017 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Granted | 500,000 | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.14 | |||||||||||||||||||||||
Weighted avarage contractual term | 5 years | |||||||||||||||||||||||
Amendment Employment Agreement Dated August 15, 2017 [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Extend of terms | Aug. 15, 2020 | |||||||||||||||||||||||
Description of agreement automatically renewed terms | Automatically renewed on July 16, 2019. | |||||||||||||||||||||||
Reduction of terms | 1 year | |||||||||||||||||||||||
Deferred salary | $ 100,000 | |||||||||||||||||||||||
Deferred salary terms | 2 years | |||||||||||||||||||||||
Description of deferred salary terms | Agreed to continue deferring 25% of his base salary over the one-year term until August 15, 2020. | |||||||||||||||||||||||
Consulting Agreement [Member] | Stock Options [Member] | Chief Operating Officer [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Vested | 500,000 | 500,000 | ||||||||||||||||||||||
Granted | 1,000,000 | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.2102 | |||||||||||||||||||||||
Consulting Agreement [Member] | Stock Options [Member] | Chief Operating Officer [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Granted | 1,000,000 | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.195 | $ 0.195 | ||||||||||||||||||||||
Weighted avarage contractual term | 2 years | |||||||||||||||||||||||
Monthly consulting fee | $ 14,500 | |||||||||||||||||||||||
Extend of terms | Mar. 1, 2021 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Exercise price (in dollars per share) | 0.0699 | 0.08 | $ 0.0699 | |||||||||||||||||||||
Warrant [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.15 | |||||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||||
Number of warrant issued | 24,900,000 | |||||||||||||||||||||||
Warrant amount | $ 4,125,000 | |||||||||||||||||||||||
Warrant [Member] | Stock Options [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Shares issued during period value | $ 1,000 | |||||||||||||||||||||||
Shares issued during period (in shares) | 100,000 | |||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | |||||||||||||||||||||||
Number of warrants exercised | 100,000 | |||||||||||||||||||||||
Proceeds from issuance of common stock | $ 1,000 | |||||||||||||||||||||||
Warrant [Member] | Securities Purchase Agreement [Member] | Bridge Financing [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.15 | $ 0.15 | ||||||||||||||||||||||
Number of convertible debt | 300,000 | |||||||||||||||||||||||
Maturity terms | 5 years | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Shares issued during period value | $ 15,906 | |||||||||||||||||||||||
Shares issued during period (in shares) | 15,906,168 | |||||||||||||||||||||||
Number of warrants exercised | 4,027,778 | |||||||||||||||||||||||
Cashless exercise of warrants (in shares) | 71,774 | 182,659 | ||||||||||||||||||||||
Number of shares issued | 800,000 | 6,095,569 | 400,000 | |||||||||||||||||||||
Common Stock [Member] | Former Director [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Number of cashless exercise of warrants | 128,226 | |||||||||||||||||||||||
Common Stock [Member] | Board of Director [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Shares issued during period (in shares) | 240,000 | |||||||||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Bridge Financing [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||
Number of shares issued | 300,000 | |||||||||||||||||||||||
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company's common stock for options that were in-the-money at each respective period. During the years ended December 31, 2019 and 2018, the aggregate intrinsic value of options exercised under the Company's stock option plans was $59,800 and $2,113,368, respectively. |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Embedded derivative liability related to Debentures | $ 171,425 | $ 171,425 | |
Derivative liability related to fair value of warrants | 171,499 | ||
Fair Value, Measurements, Recurring [Member] | |||
Embedded derivative liability related to Debentures | 151,215 | ||
Derivative liability related to fair value of warrants | 20,284 | ||
Total | 171,499 | ||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | |||
Total | |||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Warrant [Member] | |||
Derivative liability related to fair value of warrants | |||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Debentures [Member] | |||
Embedded derivative liability related to Debentures | |||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | |||
Total | |||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Warrant [Member] | |||
Derivative liability related to fair value of warrants | |||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Debentures [Member] | |||
Embedded derivative liability related to Debentures | |||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Warrant [Member] | |||
Derivative liability related to fair value of warrants | 20,284 | ||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Debentures [Member] | |||
Embedded derivative liability related to Debentures | $ 151,215 |
DEBT FORGIVENESS (Details Narra
DEBT FORGIVENESS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Gain on accounts payable forgiveness | $ 0 | $ 352,008 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Total rent expense under leases | $ 14,746 | $ 12,395 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Number | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of major customers accounting for 100% of annual sales | 4 | ||
Number of major vendors accounting for 100% of pigment purchases | 1 | 1 | |
Number of major vendors accounting for 100% of canisters purchases | 1 | 1 | |
Number of major customers accounting for 97% of annual sales | 2 | ||
Two Customer [Member] | Revenues [Member] | |||
Concentration risk, percentage | 97.00% | ||
Two Customer [Member] | Accounts Receivable [Member] | |||
Concentration risk, percentage | 95.00% | ||
Two Customer [Member] | Accounts Receivable [Member] | |||
Concentration risk, percentage | 97.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Mar. 06, 2020USD ($)shares | Feb. 28, 2020USD ($) | Feb. 27, 2020shares | Jan. 31, 2020USD ($)$ / sharesshares | Jan. 30, 2020 | Feb. 29, 2020shares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019$ / sharesshares | Sep. 06, 2021USD ($) | Aug. 28, 2021USD ($) | Aug. 16, 2021USD ($) | Feb. 26, 2020USD ($) | Dec. 31, 2018$ / shares |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Debt instrument convertible excess of principal | $ 5,000 | ||||||||||||
Unsecured Debt [Member] | |||||||||||||
Cumulative interest rate | 10.00% | ||||||||||||
Common Stock [Member] | |||||||||||||
Number of shares issued for services | shares | 66,666 | 1,172,730 | |||||||||||
Private Placement [Member] | |||||||||||||
Description of termination | The agreement will automatically extend for periods of thirty days until terminated in writing. | ||||||||||||
Dividend percentage | 0.04 | ||||||||||||
Agreement [Member] | |||||||||||||
Cash compensation | $ 152,960 | ||||||||||||
Agreement [Member] | Common Stock [Member] | |||||||||||||
Number of shares issued for services | shares | 614,205 | ||||||||||||
Agreement [Member] | Private Placement [Member] | |||||||||||||
Cash compensation | $ 25,000 | ||||||||||||
Agreement [Member] | Private Placement [Member] | Common Stock [Member] | |||||||||||||
Number of shares issued for services | shares | 96,154 | ||||||||||||
Convertible Debt [Member] | |||||||||||||
Debt principal amount | $ 600,000 | ||||||||||||
Description of conversion stock | (i) the commencement of trading of the common stock on the NASDAQ, New York Stock Exchange or NYSE American (an “Uplist”) at the Uplist Conversion Price; or (ii) at any time the minimum bid price of the common stock exceeds $0.50 per share for twenty (20) consecutive trading days and the average trading volume during the 10 trading days prior to the conversion is at least 100,000 shares and the shares are registered under an effective registration statement or the shares are salable under Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended. | ||||||||||||
Purchased of convertible debt | $ 649,552 | ||||||||||||
Debt instrument convertible excess of principal | $ 34,412 | ||||||||||||
Convertible Debt [Member] | Minimum [Member] | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||
Convertible Debt [Member] | Four Directors And One Officer [Member] | |||||||||||||
Number of shares issued for services | shares | 24,900,000 | ||||||||||||
Convertible Debt [Member] | |||||||||||||
Purchased of convertible debt | 80,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Exercise price (in dollars per shares) | $ / shares | $ 0.15 | ||||||||||||
Debt instrument convertible excess of principal | 5,000 | ||||||||||||
Subsequent Event [Member] | Restricted Common Stock [Member] | |||||||||||||
Number of shares issued for services | shares | 33,333 | 33,333 | |||||||||||
Number of fully vested shares issued | shares | 250,000 | ||||||||||||
Agreement term | 12 months | ||||||||||||
Vested | shares | 125,000 | ||||||||||||
Dividend percentage | 0.04 | ||||||||||||
Subsequent Event [Member] | Unsecured Debt [Member] | |||||||||||||
Cumulative interest rate | 10.00% | ||||||||||||
Maturity date | Mar. 30, 2020 | ||||||||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||||||||
Description of termination | The agreement will automatically extend for periods of thirty days until terminated in writing. | ||||||||||||
Dividend percentage | 0.04 | ||||||||||||
Subsequent Event [Member] | Agreement [Member] | |||||||||||||
Cash compensation | $ 152,960 | ||||||||||||
Subsequent Event [Member] | Agreement [Member] | Common Stock [Member] | |||||||||||||
Number of shares issued for services | shares | 614,205 | ||||||||||||
Subsequent Event [Member] | Agreement [Member] | Private Placement [Member] | |||||||||||||
Cash compensation | $ 25,000 | ||||||||||||
Subsequent Event [Member] | Agreement [Member] | Private Placement [Member] | Common Stock [Member] | |||||||||||||
Number of shares issued for services | shares | 96,154 | ||||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | Stock Options [Member] | |||||||||||||
Number of shares issued for services | shares | 200,000 | ||||||||||||
Vesting period | 1 year | ||||||||||||
Exercise price (in dollars per shares) | $ / shares | $ 0.0701 | ||||||||||||
Option expiry date | Jan. 7, 2025 | ||||||||||||
Subsequent Event [Member] | Four Director [Member] | Non-Qualified Options [Member] | |||||||||||||
Number of shares issued for services | shares | 2,000,000 | ||||||||||||
Exercise price (in dollars per shares) | $ / shares | $ 0.0701 | ||||||||||||
Option expiry date | Jan. 7, 2025 | ||||||||||||
Subsequent Event [Member] | Five Director [Member] | Non-Qualified Options [Member] | |||||||||||||
Number of shares issued for services | shares | 2,500,000 | ||||||||||||
Vesting period | 1 year | ||||||||||||
Exercise price (in dollars per shares) | $ / shares | $ 0.0701 | ||||||||||||
Option expiry date | Jan. 7, 2025 | ||||||||||||
Subsequent Event [Member] | Convertible Debt [Member] | |||||||||||||
Cumulative interest rate | 10.00% | ||||||||||||
Debt conversion price (in dollars per shares) | $ / shares | $ 0.08 | ||||||||||||
Description of termination | The Offering will terminate on the first to occur of: (1) February 13, 2020 , (2) the date of the acceptance of subscriptions for the maximum offering amount, or (3) the date the Offering is terminated by the Company. | ||||||||||||
Description of conversion stock | (i) the commencement of trading of the Common Stock on the NASDAQ, New York Stock Exchange or NYSE American (an “Uplist”) at the Uplist Conversion Price; or (ii) at any time the minimum bid price of the Common Stock exceeds $0.50 per share for twenty (20) consecutive trading days and the average trading volume during the 10 trading days prior to the conversion is at least 100,000 shares and the shares are registered under an Effective Registration Statement or the shares are salable under Rule 144. | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||
Subsequent Event [Member] | Convertible Debt [Member] | Minimum [Member] | |||||||||||||
Debt principal amount | $ 900,000 | ||||||||||||
Subsequent Event [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||||||||
Debt principal amount | $ 2,000,000 | ||||||||||||
Subsequent Event [Member] | Convertible Debt [Member] | Four Directors And One Officer [Member] | |||||||||||||
Number of shares issued for services | shares | 24,900,000 | ||||||||||||
Dividend percentage | 75,000 | ||||||||||||
Subsequent Event [Member] | Convertible Debt [Member] | |||||||||||||
Debt principal amount | $ 150,000 | $ 830,000 | $ 932,000 | ||||||||||
Purchased of convertible debt | 80,000 | ||||||||||||
Subsequent Event [Member] | Promissory Note Due On March 2020 [Member] | |||||||||||||
Debt principal amount | $ 75,000 |
SUBSEQUENT EVENTS (Details Na_2
SUBSEQUENT EVENTS (Details Narrative 1) - USD ($) | May 07, 2020 | Apr. 16, 2020 | Mar. 06, 2020 | Mar. 04, 2020 | Feb. 28, 2020 | Feb. 27, 2020 | Jan. 31, 2020 | Jan. 02, 2020 | Sep. 19, 2019 | Nov. 30, 2018 | May 31, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2018 |
Exercise price (in dollars per share) | $ 0.15 | ||||||||||||||||
Net proceeds from debt | $ 540,000 | ||||||||||||||||
Principal value | $ 600,000 | ||||||||||||||||
Common stock, issued | 112,920,804 | 111,893,779 | 102,553,706 | ||||||||||||||
Debt instrument convertible excess of principal | $ 5,000 | ||||||||||||||||
Number of option granted | 600,000 | ||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Mr. Margaret Gezerlis [Member] | |||||||||||||||||
Officer salary | $ 4,000 | ||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||
Net proceeds from debt | $ 750,000 | ||||||||||||||||
Principal value | 600,000 | ||||||||||||||||
Purchased of convertible debt | $ 649,552 | ||||||||||||||||
Debt instrument convertible excess of principal | 34,412 | ||||||||||||||||
Convertible Debt [Member] | Warrant [Member] | |||||||||||||||||
Convertible debt | $ 1,063,239 | ||||||||||||||||
Convertible Debt [Member] | Four Directors And One Officer [Member] | |||||||||||||||||
Number of shares issued for services | 24,900,000 | ||||||||||||||||
Warrant term | 3 years | ||||||||||||||||
Exercise price (in dollars per share) | $ 0.15 | ||||||||||||||||
Convertible debt | 330,000 | ||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||
Convertible debt | 1,992,000 | ||||||||||||||||
Purchased of convertible debt | 80,000 | ||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||
Common stock, issued | 960,359 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Debt instrument convertible excess of principal | 5,000 | ||||||||||||||||
Subsequent Event [Member] | Chief Executive Officer (Patrick White) [Member] | |||||||||||||||||
Number of shares issued for services | 7,000,000 | ||||||||||||||||
Warrant term | 3 years | ||||||||||||||||
Expiration period of options | 3 years | ||||||||||||||||
Number of option granted | 7,000,000 | ||||||||||||||||
Option expiry date | Aug. 15, 2025 | ||||||||||||||||
Subsequent Event [Member] | Mr. Norman Gardner [Member] | |||||||||||||||||
Expiration period of options | 3 years | ||||||||||||||||
Number of option granted | 4,500,000 | ||||||||||||||||
Option expiry date | Jun. 29, 2025 | ||||||||||||||||
Subsequent Event [Member] | Mr. Margaret Gezerlis [Member] | |||||||||||||||||
Increase in salary | $ 4,000 | ||||||||||||||||
Officer salary | $ 11,000 | ||||||||||||||||
Sales commission | 5.00% | ||||||||||||||||
Subsequent Event [Member] | Director [Member] | |||||||||||||||||
Number of shares issued for services | 150,000 | ||||||||||||||||
Exercise price (in dollars per share) | $ 0.0805 | ||||||||||||||||
Option expiry date | Apr. 16, 2025 | ||||||||||||||||
Subsequent Event [Member] | Mr. Gardner [Member] | |||||||||||||||||
Number of shares issued for services | 4,500,000 | ||||||||||||||||
Option expiry date | Jun. 29, 2025 | ||||||||||||||||
Subsequent Event [Member] | Convertible Debt [Member] | |||||||||||||||||
Net proceeds from debt | $ 750,000 | ||||||||||||||||
Principal value | 600,000 | ||||||||||||||||
Redemption fee | 150,000 | ||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||||||||||||||
Subsequent Event [Member] | Convertible Debt [Member] | Warrant [Member] | |||||||||||||||||
Warrant term | 3 years | ||||||||||||||||
Exercise price (in dollars per share) | $ 0.15 | ||||||||||||||||
Subsequent Event [Member] | Convertible Debt [Member] | Four Directors And One Officer [Member] | |||||||||||||||||
Number of shares issued for services | 24,900,000 | ||||||||||||||||
Warrant term | 3 years | ||||||||||||||||
Exercise price (in dollars per share) | $ 0.15 | ||||||||||||||||
Number of warrants issued | 4,125,000 | ||||||||||||||||
Convertible debt | 330,000 | ||||||||||||||||
Subsequent Event [Member] | Convertible Debt [Member] | |||||||||||||||||
Proceeds from secured debt | $ 1,747,203 | ||||||||||||||||
Convertible debt | $ 1,992,000 | ||||||||||||||||
Purchased of convertible debt | $ 80,000 | ||||||||||||||||
Subsequent Event [Member] | Restricted Common Stock [Member] | |||||||||||||||||
Number of shares issued for services | 33,333 | 33,333 | |||||||||||||||
Common stock, issued | 50,760,359 | ||||||||||||||||
Subsequent Event [Member] | Restricted Common Stock [Member] | Non Exclusive Financial Advisor [Member] | |||||||||||||||||
Description of subject success fee | The Company is subject to a success fee as follows: • 10% of the amount for any equity or hybrid equity capital raised up to $1,000,000 • 8% of the amount for any equity or hybrid equity capital raised up to $5,000,000 • 6% of the amount for any equity or hybrid equity capital raised over $5,000,000 | ||||||||||||||||
Subsequent Event [Member] | Restricted Common Stock [Member] | Chief Executive Officer (Patrick White) [Member] | |||||||||||||||||
Warrant term | 1 year | ||||||||||||||||
Restricted stock awards issued | 1,875,000 | ||||||||||||||||
Deferred salary | $ 150,000 | ||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||||||||||||||
Subsequent Event [Member] | Restricted Common Stock [Member] | Investor Relation Services [Member] | |||||||||||||||||
Restricted stock awards issued | 33,333 | 33,333 | |||||||||||||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Chief Executive Officer (Patrick White) [Member] | |||||||||||||||||
Number of option granted | 1,875,000 | ||||||||||||||||
Deferred salary | $ 150,000 | ||||||||||||||||
Vesting period | 1 year | ||||||||||||||||
Subsequent Event [Member] | Non-Qualified Stock Options [Member] | Director [Member] | |||||||||||||||||
Number of shares issued for services | 150,000 | ||||||||||||||||
Exercise price (in dollars per share) | $ 0.0805 | ||||||||||||||||
Option expiry date | Apr. 16, 2025 |