Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Jun. 09, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | Adomani, Inc. | |
Entity Central Index Key | 1,563,568 | |
Trading Symbol | adom | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 68,070,930 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 464 | $ 938 |
Notes receivable, net | 479 | 454 |
Inventory | 314 | 314 |
Other current assets | 1,234 | 1,039 |
Total current assets | 2,491 | 2,745 |
Property, plant and equipment, net | 450 | 417 |
Other investments | 120 | 120 |
Other non-current assets | 121 | 124 |
Total assets | 3,182 | 3,406 |
Current liabilities: | ||
Accounts payable | 274 | 107 |
Accrued liabilities | 125 | 236 |
Notes payable, net | 5,724 | 5,177 |
Convertible debt, net | 593 | |
Total current liabilities | 6,123 | 6,113 |
Total liabilities | 6,123 | 6,113 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, 100,000,000 authorized $0.00001 par value none issued and outstanding, respectively | ||
Common stock, 2,000,000,000 authorized $0.00001 par value, 65,410,928 and 58,542,350 issued and outstanding, respectively | 1 | 1 |
Additional paid-in capital | 19,698 | 18,366 |
Accumulated deficit | (22,640) | (21,074) |
Total stockholders' deficit | (2,941) | (2,707) |
Total liabilities and stockholders' deficit | $ 3,182 | $ 3,406 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares issued (in shares) | 65,410,928 | 65,410,928 |
Common stock, shares outstanding (in shares) | 58,542,350 | 58,542,350 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Net sales | |||
Cost of sales | |||
Gross profit | |||
Operating expenses: | |||
General and administrative [1] | [1] | 1,297,000 | 1,092,000 |
Consulting | 19,000 | 114,000 | |
Research and development | 59,000 | 63,000 | |
Total operating expenses, net | 1,375,000 | 1,269,000 | |
Loss from operations | (1,375,000) | (1,269,000) | |
Other income (expense): | |||
Interest expense | (215,000) | (272,000) | |
Other income (expense) | 26,000 | 1,000 | |
Total other income (expense) | (189,000) | (271,000) | |
Loss before income taxes | (1,564,000) | (1,540,000) | |
Income tax expense | (2,000) | ||
Net loss | $ (1,566,000) | $ (1,540,000) | |
Net loss per share to common shareholders: | |||
Basic and diluted (in dollars per share) | $ (0.02) | $ (0.02) | |
Weighted shares used in the computation of net loss per share: | |||
Basic and diluted (in shares) | 63,121,402 | 84,297,745 | |
[1] | Includes stock-based compensation expense as follows: Three Months Ended March 31, 2017 March 31, 2016 General and administrative expenses 606 638 Total stock-based compensation expense 606 638 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock-based compensation expense | $ 606,216 | $ 637,741 |
General and Administrative Expense [Member] | ||
Stock-based compensation expense | $ 606,000 | $ 638,000 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2016 | 58,542,350 | |||
Balance at Dec. 31, 2016 | $ 1,000 | $ 18,366,000 | $ (21,074,000) | $ (2,707,000) |
Common stock issued due to debt conversion (in shares) | 6,868,578 | |||
Common stock issued due to debt conversion | 726,000 | 726,000 | ||
Stock based compensation | 606,000 | 606,000 | ||
Net loss | (1,566,000) | (1,566,000) | ||
Balance (in shares) at Mar. 31, 2017 | 65,410,928 | |||
Balance at Mar. 31, 2017 | $ 1,000 | $ 19,698,000 | $ (22,640,000) | $ (2,941,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (1,566,000) | $ (1,540,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,000 | 4,000 |
Accretion of discount on note receivable | (25,000) | |
Amortization of debt discount | 109,000 | 148,000 |
Stock based compensation expense | 606,000 | 638,000 |
Gain on disposal of property and equipment | (1,000) | |
Changes in assets and liabilities: | ||
Other current assets | (7,000) | (196,000) |
Other non-current assets | 3,000 | (50,000) |
Accounts payable | 168,000 | 72,000 |
Accrued liabilities | (31,000) | (90,000) |
Net cash used in operating activities | (741,000) | (1,014,000) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment, net | (35,000) | |
Other Investments | (10,000) | |
Net cash used in investing activities | (35,000) | (10,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 48,000 | |
Proceeds from issuance of debt, net of issuance costs | 500,000 | |
Principal repayments of long term debt | (10,000) | (8,000) |
Payments for deferred offering costs | (188,000) | |
Net cash provided by financing activities | 302,000 | 40,000 |
Net change in cash and cash equivalents | (474,000) | (984,000) |
Cash and cash equivalents at the beginning of the year | 938,000 | 4,537,000 |
Cash and cash equivalents at the end of the year | 464,000 | 3,553,000 |
Non-cash transactions: | ||
Debt Conversion, Converted Instrument, Amount | 726,000 | |
Supplemental cash flow disclosures: | ||
Cash paid for interest expense | 96,000 | 121,000 |
Cash paid for income taxes |
Note 1 - Organization and Opera
Note 1 - Organization and Operations | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 1. Organization and operations ADOMANI, Inc. (“we”, “us”, “our”, the “Company) was incorporated in Florida in August 2012 November 2016. zero |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies Basis of Presentation March 31, 2017 three March 31, 2017 2016 December 31, 2016 2015 253 2 June 19, 2017. three March 31, 2017 not The Company has incurred losses for the past several years while developing infrastructure and planning an initial public offering. As shown in the accompanying unaudited consolidated financial statements, the Company incurred net losses of $1,566,000 $1,540,000 three March 31, 2017 March 31, 2016, March 31, 2017, $3.6 1 7 The Company’s independent registered public accounting firm expressed in its report on the Company’s financial statements for the year ended December 31, 2016 three March 31, 2017, Principles of Consolidation Revenue Recognition zero Stock-Based Compensation —The Company accounts for employee stock-based compensation in accordance with the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, The Company follows ASC Topic 505 50, 96 18, 505 50, Recent Accounting Pronouncements March 2016, No. 2016 09, 718 December 15, 2016. |
Note 3 - Debt
Note 3 - Debt | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 3. Debt During 2016, 2015 2014, $42,160, $20,275 $207,465, December 31, 2016, 2015 $359,000 $315,840, 2014, $286,000 third December 31, 2016, 2015, third $645,000 $601,840, three 3% 5% $45,000 $0.50 $600,000, $0.10 2016, $25,000 $645,000 January 30, 2017, $645,000 $725,584 6,868,578 March 31, 2017, $0. No As these notes had an effective conversion price that was less than the fair market value of the stock, these notes gave rise to a beneficial conversion feature totaling $42,160 $20,275 2016 2015, three March 31, 2017 2016, $51,935 $27,854, $0 $51,935 March 31, 2017 December 31, 2016, Dennis Di Ricco was the Trustee of Acaccia; was party to a consulting agreement with the Company (see Notes 4 6 21.8% 2 March 2017, third no During 2015, two $5,147,525 third January November 2017 9%. December 2016 January, February March 2017, 9% January, February, March, April, May June 2017 six $514,753, three March 31, 2017 2016 $29,006 $79,681, March 31, 2017, $7,500 January 2016 $10,000 March 2017. September 2016, $884,700 884,700 no On November 18, 2016, $500,000 3.8% one 5% March 17, 2017, second $500,000 November 15, 2017, 7. In December 2016, $500,000 third June 15, 2017. no $50,000 $500,000 zero zero June 15, 2017. 7. In January 2015, 2015 9% $5,000,000 $4.00 September 2016, $349,042 2015 $3,347 $43,511 three March 31, 2017 2016, Details of notes payable at March 31, 2017 December 31, 2016 As of March 31, As of December 31, 2017 2016 Convertible Debt Principal amount outstanding $ - $ 645,000 Cumulative discount for notes with beneficial conversion feature - (349,560 ) Cumulative amortization of debt discount - 297,625 Subtotal of convertible notes $0.10 or $.50/share - 593,065 Notes Payable Principal amount outstanding 5,745,325 5,255,325 Cumulative discount for finance charges incurred (514,753 ) (514,753 ) Cumulative discount for warrant (349,042 ) (349,042 ) Cumulative discount for 9% notes (50,000 ) (50,000 ) Cumulative amortization of finance charges 514,753 485,747 Cumulative amortization of warrant expense 349,042 345,695 Cumulative amortization of 9% notes 29,167 4,167 Subtotal of notes payable 5,724,492 5,177,139 Total of debt $ 5,724,492 $ 5,770,204 |
Note 4 - Common Stock
Note 4 - Common Stock | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 4. Common Stock Effective January 30, 2017, $645,000 $725,584 6,868,578 3. In March 2017, 7,000,000 not 2,500,000 3 5. |
Note 5 - Stock-based Compensati
Note 5 - Stock-based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 5. Stock-Based Compensation In March 2017, 7,000,000 4. In March 2017, 3,600,000 13 three first ten Stock option activity is as follows: Weighted Weighted Average Average Number of Exercise Remaining Shares Price Contractual Life (years) Outstanding at December 31, 2016 33,775,000 $ 0.10 Granted - Forfeited (7,000,000 ) Outstanding at March 31, 2017 26,775,000 $ 0.10 4.7 Exercisable at March 31, 2017 19,884,268 $ 0.10 4.1 Stock-based compensation expense was $606,216 $637,741 three March 31, 2017 2016, March 31, 2017, $3,820,600 2.25 |
Note 6 - Commitments
Note 6 - Commitments | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Commitments Disclosure [Text Block] | 6. Commitments Employment Agreements September 1, 2014, 5 $240,000 5% Effective September 1, 2014, 5 $240,000 5% June 2016, 2014 $120,000, June 1, 2016. $7,000 Effective January 1, 2017, five $200,000. Operating Leases 2015, February 29, 2016, two $44,856. February 28, 2018. one December 31, 2016, 2016, February 28, 2017 one February 2017. $5,200 March 1, 2017 February 28, 2018. Other Agreements —In 2015, THINKP3 zero December 1, 2015 November 30, 2016. November 21, 2016, November 30, 2017. $8,000 30 In March 2015, $10,000 March 1, 2015, $3,000,000. August 31, 2015, no 2017. December 31, 2016, $10,000 In 2016, March 2017 ( 3 The following table summarizes our future minimum payments under contractual commitments, excluding debt, as of March 31, 2017: Payments due by period Total Less than 1 - 3 years 3 - 5 years More than Operating lease obligations 46,321 46,321 - - - Employment contracts 1,810,000 680,000 780,000 350,000 - Total 1,856,321 726,321 780,000 350,000 - |
Note 7 - Subsequent Events
Note 7 - Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 7. Subsequent Events The Company has evaluated subsequent events through June 16, 2017, no On June 9, 2017, 2 2,852,275 $14,261,375. $3.4 $1,711,365 $9.2 Certain current stockholders of the Company elected to participate in the offering and sold a total of 342,273 $1,711,365, 2,510,002 June 9, 2017, 250,000 On May 12, 2017, $1 3.8% 3 May 12, 2017, $500,000 third 3. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation March 31, 2017 three March 31, 2017 2016 December 31, 2016 2015 253 2 June 19, 2017. three March 31, 2017 not The Company has incurred losses for the past several years while developing infrastructure and planning an initial public offering. As shown in the accompanying unaudited consolidated financial statements, the Company incurred net losses of $1,566,000 $1,540,000 three March 31, 2017 March 31, 2016, March 31, 2017, $3.6 1 7 The Company’s independent registered public accounting firm expressed in its report on the Company’s financial statements for the year ended December 31, 2016 three March 31, 2017, |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition zero |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation —The Company accounts for employee stock-based compensation in accordance with the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, The Company follows ASC Topic 505 50, 96 18, 505 50, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements March 2016, No. 2016 09, 718 December 15, 2016. |
Note 3 - Debt (Tables)
Note 3 - Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | As of March 31, As of December 31, 2017 2016 Convertible Debt Principal amount outstanding $ - $ 645,000 Cumulative discount for notes with beneficial conversion feature - (349,560 ) Cumulative amortization of debt discount - 297,625 Subtotal of convertible notes $0.10 or $.50/share - 593,065 Notes Payable Principal amount outstanding 5,745,325 5,255,325 Cumulative discount for finance charges incurred (514,753 ) (514,753 ) Cumulative discount for warrant (349,042 ) (349,042 ) Cumulative discount for 9% notes (50,000 ) (50,000 ) Cumulative amortization of finance charges 514,753 485,747 Cumulative amortization of warrant expense 349,042 345,695 Cumulative amortization of 9% notes 29,167 4,167 Subtotal of notes payable 5,724,492 5,177,139 Total of debt $ 5,724,492 $ 5,770,204 |
Note 5 - Stock-based Compensa17
Note 5 - Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes Tables | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Weighted Average Average Number of Exercise Remaining Shares Price Contractual Life (years) Outstanding at December 31, 2016 33,775,000 $ 0.10 Granted - Forfeited (7,000,000 ) Outstanding at March 31, 2017 26,775,000 $ 0.10 4.7 Exercisable at March 31, 2017 19,884,268 $ 0.10 4.1 |
Note 6 - Commitments (Tables)
Note 6 - Commitments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes Tables | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Payments due by period Total Less than 1 - 3 years 3 - 5 years More than Operating lease obligations 46,321 46,321 - - - Employment contracts 1,810,000 680,000 780,000 350,000 - Total 1,856,321 726,321 780,000 350,000 - |
Note 2 - Summary of Significa19
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net Income (Loss) Attributable to Parent | $ (1,566,000) | $ (1,540,000) |
Working Capital (Deficit) | $ (3,600,000) |
Note 3 - Debt (Details Textual)
Note 3 - Debt (Details Textual) - USD ($) | Jan. 30, 2017 | Nov. 18, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | Jan. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 17, 2017 | Jan. 31, 2015 |
Warrants and Rights Outstanding | $ 349,042 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 726,000 | |||||||||||
Amortization of Debt Discount (Premium) | 109,000 | 148,000 | ||||||||||
Warrant to be Issued in Place of Debt Proceeds [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | |||||||||||
Convertible Debt [Member] | ||||||||||||
Debt Instrument, Unamortized Discount | $ 0 | $ 51,935 | ||||||||||
Debt Instrument, Term | 3 years | |||||||||||
Debt Instrument, Face Amount | $ 645,000 | 645,000 | $ 601,840 | |||||||||
Gain (Loss) on Conversion of Debt | $ 0 | |||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 42,160 | $ 20,275 | ||||||||||
Amortization of Debt Discount (Premium) | 51,935 | 27,854 | ||||||||||
Convertible Debt [Member] | Notes Payable Convertible at $0.50 [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 45,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | |||||||||||
Convertible Debt [Member] | Notes Payable Convertible at $0.10 [Member] | ||||||||||||
Convertible Debt | $ 0 | |||||||||||
Debt Instrument, Face Amount | $ 600,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.10 | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 725,584 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,868,578 | |||||||||||
Convertible Debt [Member] | Notes Payable Convertible at $0.10 [Member] | Chief Financial Officer [Member] | ||||||||||||
Debt Instrument, Repurchase Amount | $ 25,000 | |||||||||||
Convertible Debt [Member] | Minimum [Member] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.10 | $ 0.10 | ||||||||||
Convertible Debt [Member] | Maximum [Member] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | $ 0.50 | ||||||||||
Secured Debt [Member] | ||||||||||||
Debt Instrument, Term | 2 years | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||||||
Debt Instrument, Face Amount | $ 5,147,525 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 884,700 | |||||||||||
Gain (Loss) on Conversion of Debt | $ 0 | |||||||||||
Debt Issuance Costs, Gross | $ 514,753 | $ 514,753 | 514,753 | |||||||||
Amortization of Debt Discount (Premium) | 29,006 | 79,681 | ||||||||||
Repayments of Secured Debt | $ 10,000 | $ 7,500 | ||||||||||
Debt Conversion, Original Debt, Amount | $ 884,700 | |||||||||||
Convertible Subordinated Debt [Member] | ||||||||||||
Debt Instrument, Amount Not Received From Original Intent | $ 5,000,000 | |||||||||||
Interest Expense, Debt | $ 3,347 | $ 43,511 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||||||
Various Third Parties [Member] | ||||||||||||
Proceeds from Convertible Debt | $ 286,000 | |||||||||||
The 3.8% Shareholder [Member] | First Note to Shareholder [Member] | ||||||||||||
Debt Instrument, Term | 1 year | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||
The 3.8% Shareholder [Member] | Second Note to Shareholder [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||
Unaffiliated Third Party [Member] | ||||||||||||
Debt Instrument, Fee Amount | $ 50,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||
Company in the Zero Emission Technology Industry [Member] | ||||||||||||
Financing Receivable, Net | 500,000 | |||||||||||
Acaccia [Member] | ||||||||||||
Convertible Debt | 359,000 | 315,840 | ||||||||||
Proceeds from Convertible Debt | $ 42,160 | $ 20,275 | $ 207,465 |
Note 3 - Debt - Long-term Debt
Note 3 - Debt - Long-term Debt (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Total of debt | $ 5,724,492 | $ 5,770,204 | |
Convertible Debt [Member] | |||
Cumulative discount for notes with beneficial conversion feature | (349,560) | ||
Cumulative amortization of debt discount | 297,625 | ||
Total of debt | 593,065 | ||
Principal amount outstanding | 645,000 | ||
Secured Debt [Member] | |||
Cumulative discount for warrant | (349,042) | (349,042) | |
Cumulative discount for 9% notes | (50,000) | (50,000) | |
Cumulative amortization of finance charges | 514,753 | 485,747 | |
Cumulative amortization of warrant expense | 349,042 | 345,695 | |
Cumulative amortization of debt discount | 29,167 | 4,167 | |
Total of debt | 5,724,492 | 5,177,139 | |
Principal amount outstanding | 5,745,325 | 5,255,325 | |
Cumulative discount for finance charges incurred | $ (514,753) | $ (514,753) | $ (514,753) |
Note 3 - Debt - Long-term Deb22
Note 3 - Debt - Long-term Debt (Details) (Parentheticals) - Convertible Debt [Member] - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Minimum [Member] | ||
Convertible notes, price per share (in dollars per share) | $ 0.10 | $ 0.10 |
Maximum [Member] | ||
Convertible notes, price per share (in dollars per share) | $ 0.50 | $ 0.50 |
Note 4 - Common Stock (Details
Note 4 - Common Stock (Details Textual) - USD ($) | Jan. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Conversion, Converted Instrument, Amount | $ 726,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 7,000,000 | |||||
Dennis Di Ricco [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 7,000,000 | |||||
Shares Sold by Shareholder to Third Party | 2,500,000 | |||||
Convertible Debt [Member] | ||||||
Debt Instrument, Face Amount | $ 645,000 | $ 645,000 | $ 601,840 | |||
Convertible Debt [Member] | Notes Payable Convertible at $0.10 [Member] | ||||||
Debt Instrument, Face Amount | $ 600,000 | $ 600,000 | ||||
Debt Conversion, Converted Instrument, Amount | $ 725,584 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 6,868,578 |
Note 5 - Stock-based Compensa24
Note 5 - Stock-based Compensation (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 7,000,000 | ||
Allocated Share-based Compensation Expense | $ 606,216 | $ 637,741 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 3,820,600 | $ 3,820,600 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 91 days | ||
Dennis Di Ricco [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 7,000,000 | ||
The 13 Employees and Current and Perspective Board Members [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,600,000 | 3,600,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Note 5 - Stock-based Compensa25
Note 5 - Stock-based Compensation - Stock Option Activity (Details) - $ / shares | 3 Months Ended |
Mar. 31, 2017 | |
Outstanding at December 31, 2016 (in shares) | 33,775,000 |
Outstanding at December 31, 2016 (in dollars per share) | $ 0.10 |
Outstanding at March 31, 2017 (in dollars per share) | $ 0.10 |
Outstanding at March 31, 2017 (Year) | 4 years 255 days |
Exercisable at March 31, 2017 (in shares) | 19,884,268 |
Exercisable at March 31, 2017 (in dollars per share) | $ 0.10 |
Exercisable at March 31, 2017 (Year) | 4 years 36 days |
Granted (in shares) | |
Granted (in dollars per share) | |
Forfeited (in shares) | (7,000,000) |
Forfeited (in dollars per share) | |
Outstanding at March 31, 2017 (in shares) | 26,775,000 |
Note 6 - Commitments (Details T
Note 6 - Commitments (Details Textual) - USD ($) | Sep. 01, 2014 | Feb. 28, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Nov. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Licensing Option Agreement, Fees Per Month | $ 10,000 | |||||||
Licensing Option Agreement, Full Investment Amount | 3,000,000 | $ 3,000,000 | ||||||
Payments for Licensing Option | $ 0 | $ 10,000 | ||||||
THINKP3 [Member] | ||||||||
Other Commitments, Service Fees Per Month | $ 8,000 | |||||||
Office and Warehouse Facility, Orange, CA [Member] | ||||||||
Lessee, Operating Lease, Renewal Term | 2 years | |||||||
Operating Lease, Rent Expense, Annual Amount | $ 44,856 | $ 44,856 | ||||||
Office Space, Los Altos, CA [Member] | ||||||||
Lessee, Operating Lease, Term of Contract | 1 year | |||||||
Operating Lease, Rent Expense, Annual Amount | $ 5,200 | |||||||
Chief Executive Officer [Member] | ||||||||
Employment Agreement, Term of Employment | 5 years | |||||||
Officers' Compensation | $ 240,000 | |||||||
Officers' Compensation, Percent of Net Profits | 5.00% | |||||||
Chief Technology Officer [Member] | ||||||||
Employment Agreement, Term of Employment | 5 years | |||||||
Officers' Compensation | $ 240,000 | $ 120,000 | ||||||
Officers' Compensation, Percent of Net Profits | 5.00% | |||||||
Chief Technology Officer [Member] | Commitments to ELO, LLC [Member] | ||||||||
Commitments to Research and Developement, Monthly Expense | $ 7,000 | |||||||
Chief Financial Officer [Member] | ||||||||
Employment Agreement, Term of Employment | 5 years | |||||||
Officers' Compensation | $ 200,000 |
Note 6 - Commitments - Future M
Note 6 - Commitments - Future Minimum Payments Under Contractual Commitments (Details) | Mar. 31, 2017USD ($) |
Operating lease obligations | $ 46,321 |
Operating lease obligations | 46,321 |
Operating lease obligations | |
Operating lease obligations | |
Operating lease obligations | |
Employment contracts | 1,810,000 |
Employment contracts | 680,000 |
Employment contracts | 780,000 |
Employment contracts | 350,000 |
Employment contracts | |
Total | 1,856,321 |
Total | 726,321 |
Total | 780,000 |
Total | 350,000 |
Total |
Note 7 - Subsequent Events (Det
Note 7 - Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) | Jun. 09, 2017 | May 12, 2017 |
Stock Issued During Period, Shares, IPO, Shares Sold by Stockholders | 342,273 | |
Proceeds from Issuance Initial Public Offering, Shares Sold by Stockholders | $ 1,711,365 | |
Proceeds from Issuance Initial Public Offering | $ 9,200,000 | |
Stock Issued During Period, Shares, IPO, Including Shares Sold by Stockholders | 2,510,002 | |
Repayments of Notes Payable | $ 1,000,000 | |
Unaffiliated Third Party [Member] | ||
Repayments of Notes Payable | $ 500,000 | |
IPO [Member] | ||
Stock Issued During Period, Shares, New Issues | 2,852,275 | |
Stock Issued During Period, Value, New Issues | $ 14,261,375 | |
Payments of Stock Issuance Costs | $ 3,400,000 | |
Stock Issued During Period, Shares, Issued for Services | 250,000 |