Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 09, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BioSolar Inc | |
Entity Central Index Key | 0001371128 | |
Trading Symbol | BSRC | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 81,227,206 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 66,245 | $ 82,697 |
Prepaid expenses | 26,167 | 23,107 |
TOTAL CURRENT ASSETS | 92,412 | 105,804 |
PROPERTY AND EQUIPMENT | ||
Machinery and equipment | 37,225 | 37,225 |
Less accumulated depreciation | (27,787) | (26,814) |
NET PROPERTY AND EQUIPMENT | 9,438 | 10,411 |
OTHER ASSETS | ||
Patents, net of amortization of $9,823 and $9,067, respectively | 35,513 | 36,269 |
Deposit | 770 | 770 |
TOTAL OTHER ASSETS | 36,283 | 37,039 |
TOTAL ASSETS | 138,133 | 153,254 |
CURRENT LIABILITIES | ||
Accounts payable | 1,225 | 896 |
Accrued expenses | 679,668 | 641,366 |
Derivative liability | 10,109,093 | 14,032,942 |
Convertible promissory notes net of debt discount of $204,173 and $265,873, respectively | 436,817 | 493,287 |
TOTAL CURRENT LIABILITIES | 11,226,803 | 15,168,491 |
LONG TERM LIABILITIES | ||
Convertible promissory notes net of debt discount of $74,430 and $27, respectively | 2,080,570 | 1,984,973 |
TOTAL LONG TERM LIABILITIES | 2,080,570 | 1,984,973 |
TOTAL LIABILITIES | 13,307,373 | 17,153,464 |
SHAREHOLDERS' DEFICIT | ||
Preferred stock, $0.0001 par value; 10,000,000 authorized shares, none issued and outstanding | ||
Common stock, $0.0001 par value; 500,000,000 authorized shares 72,903,238 and 60,639,308 shares issued and outstanding, respectively | 7,290 | 6,064 |
Additional paid in capital | 11,996,062 | 11,646,932 |
Accumulated deficit | (25,172,592) | (28,653,206) |
TOTAL SHAREHOLDERS' DECIFIT | (13,169,240) | (17,000,210) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 138,133 | $ 153,254 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Patents, net of amortization | $ 9,823 | $ 9,067 |
Convertible promissory notes net of debt discount, current | 204,173 | 265,873 |
Convertible promissory notes net of debt discount, non current | $ 74,430 | $ 27 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 72,903,238 | 60,639,308 |
Common stock, shares outstanding | 72,903,238 | 60,639,308 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUE | ||
OPERATING EXPENSES | ||
General and administrative expenses | 106,133 | 95,931 |
Research and development | 75,000 | 53,400 |
Depreciation and amortization | 1,729 | 1,534 |
TOTAL OPERATING EXPENSES | 182,862 | 150,865 |
LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES) | (182,862) | (150,865) |
OTHER INCOME/(EXPENSES) | ||
Interest income | 7 | 7 |
Loss on conversion of debt | (204,534) | (163,474) |
Gain (Loss) on change in derivative liability | 4,100,543 | (196,809) |
Interest expense | (232,540) | (61,177) |
TOTAL OTHER INCOME (EXPENSES) | 3,663,476 | (421,453) |
NET INCOME (LOSS) | $ 3,480,614 | $ (572,318) |
BASIC AND DILUTED LOSS PER SHARE | $ 0.07 | $ (0.01) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED | 47,105,672 | 44,897,155 |
Condensed Statement of Sharehol
Condensed Statement of Shareholders' Deficit (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2017 | $ 4,149 | $ 11,127,693 | $ (18,786,377) | $ (7,654,535) | |
Beginning balance, shares at Dec. 31, 2017 | 41,485,051 | ||||
Issuance of common shares for converted promissory notes and accrued interest | $ 870 | 241,474 | 242,344 | ||
Issuance of common shares for converted promissory notes and accrued interest, shares | 8,704,271 | ||||
Net Income | (572,318) | (572,318) | |||
Ending balance at Mar. 31, 2018 | $ 5,019 | 11,369,167 | (19,358,695) | (7,984,509) | |
Ending balance, shares at Mar. 31, 2018 | 50,189,322 | ||||
Beginning balance at Dec. 31, 2018 | $ 6,064 | 11,646,932 | (28,653,206) | (17,000,210) | |
Beginning balance, shares at Dec. 31, 2018 | 60,639,308 | ||||
Issuance of common shares for converted promissory notes and accrued interest | $ 1,226 | 349,130 | 350,356 | ||
Issuance of common shares for converted promissory notes and accrued interest, shares | 12,263,930 | ||||
Net Income | 3,480,614 | 3,480,614 | |||
Ending balance at Mar. 31, 2019 | $ 7,290 | $ 11,996,062 | $ (25,172,592) | $ (13,169,240) | |
Ending balance, shares at Mar. 31, 2019 | 72,903,238 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ 3,480,614 | $ (572,318) |
Adjustment to reconcile net income(loss) to net cash used in operating activities | ||
Depreciation and amortization expense | 1,729 | 1,534 |
(Gain) Loss on net change in derivative liability | (4,100,543) | 196,809 |
Loss on conversion of debt | 204,534 | 163,474 |
Amortization of debt discount recognized as interest expense | 163,992 | 55,618 |
(Increase) Decrease in Changes in Assets | ||
Prepaid expenses | (3,059) | (32,785) |
Increase (Decrease) in Changes in Liabilities | ||
Accounts payable | 329 | 4,078 |
Accrued expenses | 51,452 | 4,016 |
NET CASH (USED) IN OPERATING ACTIVITIES | (200,952) | (179,574) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible promissory notes | 184,500 | 163,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 184,500 | 163,000 |
NET DECREASE IN CASH | (16,452) | (16,574) |
CASH, BEGINNING OF PERIOD | 82,697 | 119,446 |
CASH, END OF PERIOD | 66,245 | 102,872 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 178 | 1,974 |
Taxes paid | ||
SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS | ||
Common stock issued for convertible notes and accrued interest | $ 350,356 | $ 242,344 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. For further information refer to the financial statements and footnotes thereto included in the Company's Form 10-K for the year ended December 31, 2018. Going Concern The accompanying unaudited condensed financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying unaudited condensed financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has not generated revenue, and has negative cash flows from operations, which raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has historically obtained funds through private placements offerings of equity and debt. Management believes that it will be able to continue to raise funds by sale of its securities to its existing shareholders and prospective new investors to provide the additional cash needed to meet the Company's obligations as they become due, and will allow the development of its core of business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case of equity financing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the unaudited condensed Company's financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the unaudited condensed financial statements. Revenue Recognition The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. To date, the Company has not had significant revenues and is in the development stage. Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying unaudited condensed financial statements. Significant estimates made in preparing these unaudited condensed financial statements, include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilities and the fair value of stock options. Actual results could differ from those estimates. Intangible Assets The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives Stock-Based Compensation The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted is re-measured each period. Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company's stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) years from the date of grant or upon termination of employment. As of March 31, 2019, 15,950,000 stock options are outstanding. Net Earnings (Loss) per Share Calculations Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock based awards (Note 4), plus the assumed conversion of convertible debt (Note 5). For the three months ended March 31, 2019, the Company's diluted loss per share is the same as the basic loss per share, and the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. The Company has excluded 15,950,000 stock options and the shares issuable from convertible debt of $2,795,990, because their impact was anti-dilutive. For the three months ended March 31, 2018, the Company's diluted loss per share is the same as the basic loss per share, and the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. The Company has excluded 15,950,000 stock options, and the shares issuable from convertible debt of $2,298,200, because their impact was anti-dilutive. Fair Value of Financial Instruments Fair Value of Financial Instruments, requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2019, the amounts reported for cash, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at March 31, 2019: Total (Level 1) (Level 2) (Level 3) Derivative Liability $ 10,109,093 $ - $ - $ 10,109,093 Total Liabilities measured at fair value $ 10,109,093 $ - $ - $ 10,109,093 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Balance as of December 31, 2018 $ 14,032,942 Fair value of derivative liabilities issued 176,694 (Gain) on change in derivative liability (4,100,543 ) Balance as of March 3,1 2019 $ 10,109,093 Recently Issued Accounting Pronouncements In June 2018, FASB issued accounting standards update ASU 2018-07, (Topic 505) – "Shared-Based Payment Arrangements with Nonemployees", which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees will be aligned with the requirements for share-based payments granted to employees. Under the ASU 2018-07, the measurement of equity-classified nonemployee share-based payments will be fixed on the grant date, as defined in ASC 718, and will use the term nonemployee vesting period, rather than requisite service period. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted if financial statements have not yet been issued. The Company has evaluated the impact of the adoption of ASU 2018-07, which has no effect on the Company's financial statements. In August 2018, the FASB issued accounting standards update ASU 2018-13, (Topic 820) - "Fair Value Measurement", which changes the unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance. The Company is currently evaluation the impact of the adoption of ASU 2018-13, on the Company's financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. Reclassification of Expenses During the three months ended March 31, 2019, the Company reclassified certain expenses in the financial statements, which had no material effect. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
CAPITAL STOCK | 3. CAPITAL STOCK During the three months ended March 31, 2019, the Company issued 12,263,930 shares of common stock upon conversion of convertible promissory notes in the amount of $132,670, plus accrued interest of $13,152, with an aggregate fair value loss of $204,534 at prices ranging from $0.0235 - $0.0341. |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS | 4. STOCK OPTIONS Stock Options The Company did not grant any stock options during the three months ended March 31, 2019 and 2018, respectively. 3/31/2019 3/31/2018 Number of Options Weighted average exercise price Number of Options Weighted average exercise price Outstanding as of the beginning of the periods 15,950,000 $ 0.23 15,975,000 $ 0.23 Granted - - - - Exercised - - - - Expired - - (25,000 ) 0.40 Outstanding as of the end of the periods 15,950,000 $ 0.23 15,950,000 $ 0.23 Exercisable as of the end of the periods 15,950,000 $ 0.23 15,950,000 $ 0.23 The weighted average remaining contractual life of options outstanding as of March 31, 2019 and 2018 was as follows: 3/31/2019 3/31/2018 Exercisable Price Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) Exercisable Price Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) $ 0.09 2,450,000 2,450,000 2.98 $ 0.09 2,450,000 2,450,000 3.98 $ 0.26 13,500,000 13,500,000 3.43 $ 0.26 13,500,000 13,500,000 4.43 15,950,000 15,950,000 15,950,000 15,950,000 The stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2019 and 2018, related to the granting of these options was $0 and $0, respectively. As of March 31, 2019 and 2018, respectively, there was no intrinsic value with regards to the outstanding options. |
Convertible Promissory Notes
Convertible Promissory Notes | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 5. CONVERTIBLE PROMISSORY NOTES As of March 31, 2019, the outstanding convertible promissory notes net of debt discount are summarized as follows: Convertible Promissory Notes, net of debt discount $ 2,517,387 Less current portion 436,817 Total long-term liabilities $ 2,080,570 Maturities of long-term debt, net of debt discount for the next five years are as follows: March 31, Amount 2020 436,817 2021 800,000 2022 525,000 2023 540,000 2024 215,570 $ 2,517,387 At March 31, 2019, the $2,795,990 in convertible promissory notes had a remaining debt discount of $278,603, leaving a net bala The Company issued an unsecured convertible promissory note (the May 2014 Note"), in the amount of $500,000 on May 2, 2014. The May Note matures September 18, 2019. The May 2014 Note bears interest at 10% per annum. The May 2014 Note is convertible into shares of the Company's common stock at a conversion price of a) the lesser of $0.25 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty percent (50%) of the average three (3) lowest trading prices of three (3) separate trading days recorded after the effective date, or c) the lowest effective price granted to any person or entity after the effective date to acquire common stock. If the Borrower fails to deliver shares in accordance with the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower. In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. The fair value of the May 2014 Note has been determined by using the Binomial lattice formula from the effective date of each tranche. During the three months ended March 31, 2019, the Company issued 4,490,150 shares of common stock upon conversion of principal in the amount of $16,670, plus accrued interest of $7,352, with a fair value loss on conversion of debt in the amount of $109,072. As of March 31, 2019, the remaining balance of the May 2014 Note was $190,490. The Company issued various unsecured convertible promissory notes (the 2015-2018 Notes") in the aggregate amount of $2,500,000 on various dates of January 30, 2015 through February 26, 2018. On January 17, 2019, the Company received an additional tranche in the amount of $25,000, associated with the February 26, 2018 Note for a total aggregate of $2,340,000. The 2015-2018 Notes matures on dates from January 30, 2020 thru January 17, 2024. The 2015-2018 Notes bears interest at 10% per annum. The 2015-2018 Notes are convertible into shares of the Company's common stock at conversion prices ranging from the a) the lesser of $0.03 to $0.25 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty percent (50%) of the lowest trade price recorded since the original effective date, or c) the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Borrower fails to deliver shares in accordance within the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower. In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. The fair value of the 2015-2018 Notes have been determined by using the Binomial lattice formula from the effective date of each tranche. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $47,125 during the three months ended March 31, 2019. As of March 31, 2019, the aggregate balances of the 2015-2018 Notes were $2,340,000. The Company issued various unsecured convertible promissory notes (the "Jul-Feb 2019 Notes") in the aggregate principal amount of $328,000 on various dates of July 23, 2018 through February 25, 2019. During the three months ended March 31, 2019, the Company entered into two unsecured convertible promissory notes on January 22, 2019 in the amount of $53,000 and February 25, 2019 in the amount of $53,000. The Jul-Feb 2019 Notes matures on dates from July 23, 2019 thru February 25, 2019. The Jul-Feb 2019 Notes bears interest at 10% per annum. The Jul-Feb 2019 Notes may be converted into shares of the Company's common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) trading prices during the fifteen (15) trading day prior to the conversion date. The conversion feature of the Jul-Feb 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Jul-Feb 2019 Notes. The fair value of the Jul-Feb 2019 Notes has been determined by using the Binomial lattice formula from the effective date of each note. During the three months ended March 31, 2019, the Company issued 7,773,780 upon conversion of principal in the amount of $116,000, plus accrued interest of $5,800, with a fair value loss on conversion of debt in the amount of $95,461, The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $111,444 during the three months ended March 31, 2019. As of March 31, 2019, the remaining aggregate balances of the Jul-Feb 2019 Notes were $212,000. The Company issued an unsecured convertible promissory notes on February 20, 2019 (the "Feb 2019 Note") in the aggregate principal amount of $53,500. The Company paid an original issue discount of $2,000 and received funds in the amount of $51,500. The Feb 2019 Note matures on February 25, 2020. The Feb 2019 Note bears interest at 10% per annum. The Feb 2019 Note may be converted into shares of the Company's common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of this Note is not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Feb 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Feb 2019 Note. The fair value of the Feb 2019 Note has been determined by using the Binomial lattice formula from the effective date of the note. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $5,423 during the three months ended March 31, 2019. As of March 31, 2019, the balance of the Feb 2019 Note was $53,500. We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory note was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The derivative liability is adjusted periodically per the stock price fluctuations. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 6. DERIVATIVE LIABILITIES We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory note was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The derivative liability is adjusted periodically per the stock price fluctuations. The convertible notes issued and described in Note 5 do not have fixed settlement provisions because their conversion prices are not fixed. The conversion feature has been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. During the three months ended March 31, 2019, as a result of the convertible notes ("Notes") issued that were accounted for as derivative liabilities, we determined that the fair value of the conversion feature of the convertible notes at issuance was $176,694, based upon a Binomial-Model calculation. We recorded the full value of the derivative as a liability at issuance with an offset to valuation discount, which will be amortized over the life of the Notes. During the three months ended March 31, 2019, the Company converted $132,670 in principal of convertible notes, plus accrued interest of $13,152. As a result of the conversion of these notes the Company recorded a fair value loss on the conversion of debt in the amount of $204,534 in the statement of operations for the three months ended March 31, 2019. At March 31, 2019, the fair value of the derivative liability was $10,109,093. For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used the Binomial lattice valuation model. The significant assumptions used in the Binomial lattice valuation model for the derivative are as follows: 3/31/2019 Risk free interest rate 2.21% - 2.51% Stock volatility factor 85.0% - 189.0% Weighted average expected option life 1 years - 5 years Expected dividend yield None |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | 7. SUBSEQUENT EVENT Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has determined that there are the following subsequent events: On April 5, 2019, the Company entered into a convertible promissory note with an investor, providing for the sale by the Company of a 10% unsecured convertible note (the "Apr Note") in the principal amount of $53,500. The Apr Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of 61% of the lowest one (1) day trading price for common stock during the fifteen (15) trading day period prior to the conversion date. On April 16, 2019, the Company issued 3,567,558 shares of common stock upon conversion of principal in the amount of $13,140, plus accrued interest of $5,946. On April 17, 2019, the Company issued 2,820,513 shares of common stock upon conversion of principal in the amount of $33,000. On April 22, 2019, the Company issued 1,935,897 shares of common stock upon conversion of principle in the amount of $20,000, plus accrued interest of $2,650. On April 25, 2019, the Company entered into a convertible promissory note with an investor, providing for the sale by the Company of a 10% unsecured convertible note (the "Apr Note") in the principal amount of $63,000. The Apr Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of 61% of the average of the two lowest (1) day trading prices for common stock during the fifteen (15) trading day period prior to the conversion date. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. To date, the Company has not had significant revenues and is in the development stage. |
Cash and Cash Equivalent | Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying unaudited condensed financial statements. Significant estimates made in preparing these unaudited condensed financial statements, include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilities and the fair value of stock options. Actual results could differ from those estimates. |
Intangible Assets | Intangible Assets The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted is re-measured each period. Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company's stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven (7) years from the date of grant or upon termination of employment. As of March 31, 2019, 15,950,000 stock options are outstanding. |
Net Earnings (Loss) per Share Calculations | Net Earnings (Loss) per Share Calculations Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock based awards (Note 4), plus the assumed conversion of convertible debt (Note 5). For the three months ended March 31, 2019, the Company's diluted loss per share is the same as the basic loss per share, and the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. The Company has excluded 15,950,000 stock options and the shares issuable from convertible debt of $2,795,990, because their impact was anti-dilutive. For the three months ended March 31, 2018, the Company's diluted loss per share is the same as the basic loss per share, and the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. The Company has excluded 15,950,000 stock options, and the shares issuable from convertible debt of $2,298,200, because their impact was anti-dilutive. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value of Financial Instruments, requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2019, the amounts reported for cash, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at March 31, 2019: Total (Level 1) (Level 2) (Level 3) Derivative Liability $ 10,109,093 $ - $ - $ 10,109,093 Total Liabilities measured at fair value $ 10,109,093 $ - $ - $ 10,109,093 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Balance as of December 31, 2018 $ 14,032,942 Fair value of derivative liabilities issued 176,694 (Gain) on change in derivative liability (4,100,543 ) Balance as of March 3,1 2019 $ 10,109,093 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2018, FASB issued accounting standards update ASU 2018-07, (Topic 505) – "Shared-Based Payment Arrangements with Nonemployees", which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees will be aligned with the requirements for share-based payments granted to employees. Under the ASU 2018-07, the measurement of equity-classified nonemployee share-based payments will be fixed on the grant date, as defined in ASC 718, and will use the term nonemployee vesting period, rather than requisite service period. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted if financial statements have not yet been issued. The Company has evaluated the impact of the adoption of ASU 2018-07, which has no effect on the Company's financial statements. In August 2018, the FASB issued accounting standards update ASU 2018-13, (Topic 820) - "Fair Value Measurement", which changes the unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance. The Company is currently evaluation the impact of the adoption of ASU 2018-13, on the Company's financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. |
Reclassification of Expenses | Reclassification of Expenses During the three months ended March 31, 2019, the Company reclassified certain expenses in the financial statements, which had no material effect. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of assets and liabilities measured at fair value on recurring basis | Total (Level 1) (Level 2) (Level 3) Derivative Liability $ 10,109,093 $ - $ - $ 10,109,093 Total Liabilities measured at fair value $ 10,109,093 $ - $ - $ 10,109,093 |
Schedule of reconciliation of derivative liability | Balance as of December 31, 2018 $ 14,032,942 Fair value of derivative liabilities issued 176,694 (Gain) on change in derivative liability (4,100,543 ) Balance as of March 3,1 2019 $ 10,109,093 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock options | 3/31/2019 3/31/2018 Number of Options Weighted average exercise price Number of Options Weighted average exercise price Outstanding as of the beginning of the periods 15,950,000 $ 0.23 15,975,000 $ 0.23 Granted - - - - Exercised - - - - Expired - - (25,000 ) 0.40 Outstanding as of the end of the periods 15,950,000 $ 0.23 15,950,000 $ 0.23 Exercisable as of the end of the periods 15,950,000 $ 0.23 15,950,000 $ 0.23 |
Schedule of weighted average remaining contractual life of options outstanding | 3/31/2019 3/31/2018 Exercisable Price Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) Exercisable Price Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) $ 0.09 2,450,000 2,450,000 2.98 $ 0.09 2,450,000 2,450,000 3.98 $ 0.26 13,500,000 13,500,000 3.43 $ 0.26 13,500,000 13,500,000 4.43 15,950,000 15,950,000 15,950,000 15,950,000 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding convertible promissory notes | Convertible Promissory Notes, net of debt discount $ 2,517,387 Less current portion 436,817 Total long-term liabilities $ 2,080,570 |
Schedule of maturities of long-term debt, net of debt discount | March 31, Amount 2020 436,817 2021 800,000 2022 525,000 2023 540,000 2024 215,570 $ 2,517,387 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liabilities valuation assumptions | 3/31/2019 Risk free interest rate 2.21% - 2.51% Stock volatility factor 85.0% - 189.0% Weighted average expected option life 1 years - 5 years Expected dividend yield None |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Schedule of assets and liabilities measured at fair value on recurring basis | |
Derivative Liability | $ 10,109,093 |
Total Liabilities measured at fair value | 10,109,093 |
Fair Value, Inputs, Level 1 [Member] | |
Schedule of assets and liabilities measured at fair value on recurring basis | |
Total Liabilities measured at fair value | |
Fair Value, Inputs, Level 2 [Member] | |
Schedule of assets and liabilities measured at fair value on recurring basis | |
Total Liabilities measured at fair value | |
Fair Value, Inputs, Level 3 [Member] | |
Schedule of assets and liabilities measured at fair value on recurring basis | |
Derivative Liability | 10,109,093 |
Total Liabilities measured at fair value | $ 10,109,093 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Schedule of reconciliation of derivative liability | |
Balance as of December 31, 2018 | $ 14,032,942 |
Fair value of derivative liabilities issued | 176,694 |
Gain (loss) on change in derivative liability | (4,100,543) |
Balance as of March 3,1 2019 | $ 10,109,093 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Stock options [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Expiration period | 7 years | |
Antidilutive securities excluded from computation of earnings per share, amount | 15,950,000 | |
Outstanding stock options | 15,950,000 | |
Convertible debt [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,795,990 | 2,298,200 |
Capital Stock (Details)
Capital Stock (Details) - Convertible promissory notes [Member] | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Capital Stock (Textual) | |
Common stock issued | shares | 12,263,930 |
Aggregate fair value loss | $ 204,534 |
Amount of debt conversion | 132,670 |
Accrued interest | $ 13,152 |
Minimum [Member] | |
Capital Stock (Textual) | |
Common stock conversion price per share | $ / shares | $ 0.0235 |
Maximum [Member] | |
Capital Stock (Textual) | |
Common stock conversion price per share | $ / shares | $ 0.0341 |
Stock Options (Details)
Stock Options (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | |
Number of Options | |||
Outstanding as of the beginning of the years | 15,950,000 | 15,975,000 | |
Granted | |||
Exercised | |||
Expired | (25,000) | ||
Outstanding as of the end of the years | 15,950,000 | 15,975,000 | |
Exercisable as of the end of the years | 15,950,000 | 15,435,000 | |
Weighted average exercise price | |||
Outstanding as of the beginning of the years | $ 0.23 | $ 0.23 | |
Granted | |||
Exercised | |||
Expired | 0.40 | ||
Outstanding as of the end of the years | 0.23 | $ 0.23 | |
Exercisable as of the end of the years | $ 0.23 | $ 0.23 |
Stock Options (Details 1)
Stock Options (Details 1) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Schedule of weighted average remaining contractual life of options outstanding | ||
Stock Options Outstanding | 15,950,000 | 15,950,000 |
Stock Options Exercisable | 15,950,000 | 15,950,000 |
Exercisable Price One [Member] | ||
Schedule of weighted average remaining contractual life of options outstanding | ||
Exercisable Price | $ 0.09 | $ 0.09 |
Stock Options Outstanding | 2,450,000 | 2,450,000 |
Stock Options Exercisable | 2,450,000 | 2,450,000 |
Weighted Average Remaining Contractual Life (years) | 2 years 11 months 23 days | 2 years 11 months 23 days |
Exercisable Price Two [Member] | ||
Schedule of weighted average remaining contractual life of options outstanding | ||
Exercisable Price | $ 0.26 | $ 0.26 |
Stock Options Outstanding | 13,500,000 | 13,500,000 |
Stock Options Exercisable | 13,500,000 | 13,500,000 |
Weighted Average Remaining Contractual Life (years) | 3 years 5 months 5 days | 3 years 5 months 5 days |
Stock Options (Details Textual)
Stock Options (Details Textual) - Stock Options [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Stock Options (Textual) | ||
Stock-based compensation expense | $ 0 | $ 0 |
Intrinsic value of options outstanding |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) | Mar. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes, net of debt discount | $ 2,517,387 |
Less current portion | 436,817 |
Total long-term liabilities | $ 2,517,387 |
Convertible Promissory Notes _2
Convertible Promissory Notes (Details 1) | Mar. 31, 2019USD ($) |
Year Ending December 31, | |
2020 | $ 436,817 |
2021 | 800,000 |
2022 | 525,000 |
2023 | 540,000 |
2024 | 215,570 |
Total long-term debt | $ 2,517,387 |
Convertible Promissory Notes _3
Convertible Promissory Notes (Details Textual) - USD ($) | Feb. 25, 2019 | Feb. 20, 2019 | May 02, 2014 | Feb. 26, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Convertible Promissory Notes (Textual) | ||||||
Convertible promissory notes | $ 2,795,990 | |||||
Debt discount | 278,603 | |||||
Net balance | 2,517,387 | |||||
Loss on conversion of debt | $ (204,534) | $ (163,474) | ||||
May 2014 Note [Member] | ||||||
Convertible Promissory Notes (Textual) | ||||||
Unsecured convertible promissory note | $ 500,000 | |||||
Note maturity date | Sep. 18, 2019 | |||||
Note bears interest rate | 10.00% | |||||
Debt conversion, description | Note is convertible into shares of the Company’s common stock at a conversion price of a) the lesser of $0.25 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty percent (50%) of the average three (3) lowest trading prices of three (3) separate trading days recorded after the effective date, or c) the lowest effective price granted to any person or entity after the effective date to acquire common stock. If the Borrower fails to deliver shares in accordance with the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower. In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. | |||||
Shares of common stock upon conversion | 4,490,150 | |||||
Shares of common stock upon conversion of principal amount | $ 16,670 | |||||
Accrued interest | 7,352 | |||||
Loss on conversion of debt | 109,072 | |||||
Remaining balance of note | 190,490 | |||||
2015-2018 Notes [Member] | ||||||
Convertible Promissory Notes (Textual) | ||||||
Debt discount | 47,125 | |||||
Unsecured convertible promissory note | $ 2,500,000 | |||||
Note bears interest rate | 10.00% | |||||
Debt conversion, description | The 2015-2018 Notes are convertible into shares of the Company’s common stock at conversion prices ranging from the a) the lesser of $0.03 to $0.25 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty percent (50%) of the lowest trade price recorded since the original effective date, or c) the lowest effective price per share granted to any person or entity after the effective date to acquire common stock. If the Borrower fails to deliver shares in accordance within the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Borrower. In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered. | |||||
Remaining balance of note | 2,340,000 | |||||
Note maturity date, description | The 2015-2018 Notes matures on dates from January 30, 2020 thru January 17, 2024. | |||||
Jul-Feb 2019 Notes [Member] | ||||||
Convertible Promissory Notes (Textual) | ||||||
Debt discount | $ 111,444 | |||||
Unsecured convertible promissory note | $ 328,000 | |||||
Note bears interest rate | 10.00% | |||||
Debt conversion, description | During the three months ended March 31, 2019, the Company entered into two unsecured convertible promissory notes on January 22, 2019 in the amount of $53,000 and February 25, 2019 in the amount of $53,000. The Jul-Feb 2019 Notes matures on dates from July 23, 2019 thru February 25, 2019. The Jul-Feb 2019 Notes bears interest at 10% per annum. The Jul-Feb 2019 Notes may be converted into shares of the Company's common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) trading prices during the fifteen (15) trading day prior to the conversion date. The conversion feature of the Jul-Feb 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Jul-Feb 2019 Notes. | |||||
Shares of common stock upon conversion | 7,773,780 | |||||
Shares of common stock upon conversion of principal amount | $ 116,000 | |||||
Accrued interest | 5,800 | |||||
Loss on conversion of debt | 95,461 | |||||
Remaining balance of note | 212,000 | |||||
Feb 2019 Note [Member] | ||||||
Convertible Promissory Notes (Textual) | ||||||
Debt discount | $ 2,000 | 5,423 | ||||
Net balance | 51,500 | |||||
Unsecured convertible promissory note | $ 53,500 | |||||
Debt conversion, description | The Feb 2019 Note bears interest at 10% per annum. The Feb 2019 Note may be converted into shares of the Company's common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price during the fifteen (15) trading days prior to the conversion date. The parties agree that if delivery of the common stock issuable upon conversion of this Note is not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock. The conversion feature of the Feb 2019 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Feb 2019 Note. | |||||
Remaining balance of note | $ 53,500 | |||||
Note maturity date, description | The Feb 2019 Note matures on February 25, 2020. |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Expected dividend yield | |
Minimum [Member] | |
Risk free interest rate | 2.21% |
Stock volatility factor | 85.00% |
Weighted average expected option life | 1 year |
Maximum [Member] | |
Risk free interest rate | 2.51% |
Stock volatility factor | 189.00% |
Weighted average expected option life | 5 years |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Derivative Liabilities (Textual) | |||
Fair value loss on the conversion of debt | $ (204,534) | $ (163,474) | |
Fair value of the derivative liability | 10,109,093 | $ 14,032,942 | |
Convertible Notes [Member] | |||
Derivative Liabilities (Textual) | |||
Fair value of the conversion feature | 176,694 | ||
Amount of debt conversion | 132,670 | ||
Fair value loss on the conversion of debt | 204,534 | ||
Accrued interest | $ 13,152 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] - USD ($) | Apr. 25, 2019 | Apr. 22, 2019 | Apr. 18, 2019 | Apr. 16, 2019 | Apr. 05, 2019 |
Subsequent Event (Textual) | |||||
Principal amount | $ 63,000 | $ 53,500 | |||
Unsecured convertible note, percentage | 10.00% | 10.00% | |||
Conversion of common stock, description | The Apr Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of 61% of the average of the two lowest (1) day trading prices for common stock during the fifteen (15) trading day period prior to the conversion date. | The Apr Note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of 61% of the lowest one (1) day trading price for common stock during the fifteen (15) trading day period prior to the conversion date. | |||
Common stock upon conversion issued, shares | 1,935,897 | 2,820,513 | 3,567,558 | ||
Common stock upon conversion issued, amount | $ 20,000 | $ 33,000 | $ 13,140 | ||
Accrued interest | $ 2,650 | $ 5,946 |