Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 09, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | KULR Technology Group, Inc. | |
Entity Central Index Key | 0001662684 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 80,092,315 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 98,476 | $ 229,896 |
Accounts receivable | 32,843 | 112,224 |
Inventory | 8,304 | 9,594 |
Prepaid expenses | 34,659 | 27,033 |
Other current assets | 37,815 | 27,569 |
Total Current Assets | 212,097 | 406,316 |
Property and equipment, net | 41,791 | 44,791 |
Total Assets | 253,888 | 451,107 |
Current Liabilities: | ||
Accounts payable | 252,058 | 117,995 |
Accrued expenses and other current liabilities | 432,681 | 374,330 |
Accrued expenses and other current liabilities - related party | 68,919 | 83,919 |
Total Current Liabilities | 753,658 | 576,244 |
Commitments and contingencies | ||
Stockholders' Deficiency: | ||
Common stock, $0.0001 par value, 500,000,000 shares authorized; 78,966,105 and 78,706,256 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 7,897 | 7,871 |
Additional paid-in capital | 6,474,582 | 6,283,548 |
Accumulated deficit | (6,982,252) | (6,416,559) |
Total Stockholders' Deficiency | (499,770) | (125,137) |
Total Liabilities and Stockholders' Deficiency | 253,888 | 451,107 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficiency: | ||
Preferred stock | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficiency: | ||
Preferred stock | $ 3 | $ 3 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued | 78,966,105 | 78,706,256 |
Common Stock, Shares Outstanding | 78,966,105 | 78,706,256 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 31,000 | 31,000 |
Preferred Stock, Shares Issued | 30,858 | 30,858 |
Preferred Stock, Shares Outstanding | 30,858 | 30,858 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | $ 194,952 | $ 228,040 |
Cost of revenue | 61,517 | 149,947 |
Gross Profit | 133,435 | 78,093 |
Operating Expenses: | ||
Research and development | 113,192 | 119,684 |
Selling, general and administrative | 585,491 | 784,240 |
Total Operating Expenses | 698,683 | 903,924 |
Loss From Operations | (565,248) | (825,831) |
Other Expense: | ||
Interest expense, net | (445) | (14) |
Total Other Expense | (445) | (14) |
Net Loss | $ (565,693) | $ (825,845) |
Net Loss Per Share - Basic and Diluted | $ (0.01) | $ (0.01) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 78,730,818 | 77,219,168 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIENCY) EQUITY - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Series B Convertible Preferred Stock [Member] |
Balance at Dec. 31, 2017 | $ 739,706 | $ 7,744 | $ 5,090,282 | $ (4,358,320) | |
Balance (shares) at Dec. 31, 2017 | 77,440,000 | ||||
Stock-based compensation | 182,957 | $ 0 | 182,957 | 0 | |
Stock-based compensation (in shares) | 0 | ||||
Net loss | (825,845) | $ 0 | 0 | (825,845) | |
Balance at Mar. 31, 2018 | 96,818 | $ 7,744 | 5,273,239 | (5,184,165) | |
Balance (shares) at Mar. 31, 2018 | 77,440,000 | ||||
Balance at Dec. 31, 2018 | (125,137) | $ 7,871 | 6,283,548 | (6,416,559) | $ 3 |
Balance (shares) at Dec. 31, 2018 | 78,706,256 | 30,858 | |||
Stock-based compensation | 36,060 | $ 3 | 36,057 | 0 | $ 0 |
Stock-based compensation (in shares) | 25,000 | 0 | |||
Common stock issued for cash | 155,000 | $ 23 | 154,977 | 0 | $ 0 |
Common stock issued for cash (in shares) | 234,849 | 0 | |||
Net loss | (565,693) | $ 0 | 0 | (565,693) | $ 0 |
Balance at Mar. 31, 2019 | $ (499,770) | $ 7,897 | $ 6,474,582 | $ (6,982,252) | $ 3 |
Balance (shares) at Mar. 31, 2019 | 78,966,105 | 30,858 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (565,693) | $ (825,845) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 3,000 | 5,621 |
Write-down of inventory | 90 | 0 |
Stock-based compensation | 47,940 | 182,957 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 79,381 | (33,225) |
Inventory | 1,200 | 17,957 |
Prepaid expenses | (7,626) | 51,286 |
Other current assets | (10,246) | 0 |
Accounts payable | 134,063 | 137,407 |
Accrued expenses and other current liabilities | 46,471 | 31,662 |
Accrued expenses and other current liabilities - related party | (15,000) | (38,190) |
Total Adjustments | 279,273 | 355,475 |
Net Cash Used In Operating Activities | (286,420) | (470,370) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock | 155,000 | 0 |
Net Cash Provided By Financing Activities | 155,000 | 0 |
Net Decrease In Cash | (131,420) | (470,370) |
Cash - Beginning of Period | 229,896 | 895,761 |
Cash - End of Period | 98,476 | 425,391 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest | 446 | 65 |
Income taxes | $ 0 | $ 2,400 |
Business Organization, Nature o
Business Organization, Nature of Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 Business Organization, Nature of Operations and Basis of Presentation Organization and Operations KULR Technology Group, Inc., through its wholly-owned subsidiary, KULR Technology Corporation (collectively referred to as “KULR” or the “Company”), develops and commercializes high-performance thermal management technologies for electronics, batteries, and other components across a range of applications. Currently, the Company is focused on targeting the following applications: electric vehicles and autonomous driving systems (collectively referred to herein as “E-Mobility”); artificial intelligence and Cloud computing; energy storage; and 5G communication technologies. KULR provides heat management solutions to enhance the performance and safety of battery packs used in electric vehicles, communication devices aerospace and defense. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of March 31, 2019 and for the three months then ended. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full year ending December 31, 2019 or any other period. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, 2018 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on March 29, 2019. |
Going Concern and Management's
Going Concern and Management's Plans | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 2 Going Concern and Management’s Plans The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. It is expected that its research and development and general and administrative expenses will continue to increase and, as a result, the Company will eventually need to generate significant product revenues to achieve profitability. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statement issuance date. The Company is currently funding its operations on a month-to-month basis by means of private placements. Although the Company’s management believes that it has access to capital resources, there are currently no commitments in place for new financing at this time and there is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. If the Company is unable to obtain adequate funds on reasonable terms, it may be required to significantly curtail or discontinue operations or obtain funds by entering into financing agreements on unattractive terms. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustment that might become necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 300Note 3 Summary of Significant Accounting Policies Since the date of the Annual Report on Form 10-K for the year ended December 31, 2018, there have been no material changes to the Company’s significant accounting policies, except as disclosed . Concentrations of Credit Risk The Company maintains cash with major financial institutions. Cash held in U.S. bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. There were no uninsured cash balances as of March 31, 2019 and December 31, 2018. Customer concentrations are as follows: Revenues Accounts Receivable For the Three Months Ended As of As of March 31, March 31, 2019 December 31, 2018 2019 2018 Customer A 61 % * * 63 % Customer B 17 % * 72 % * Customer C * 48 % * * Customer D * * * 37 % Customer E * 47 % * * Customer F * * 16 % * Total 78 % 95 % 88 % 100 % * Less than 10% Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognize revenue when the company satisfies a performance obligation. The Company recognizes revenue primarily from the following different types of contracts: Product sales Revenue is recognized at the point the customer obtains control of the goods and the Company satisfies its performance obligation, which is generally at the time it ships the product to the customer. Contract services – Revenue is recognized at the point in time that the Company satisfies its performance obligation under the contract, which is generally at the time it delivers a report to the customer. The following table summarizes our revenue recognized in our condensed consolidated statements of operations: For the Three Months Ended March 31, 2019 2018 Product sales $ 169,440 $ 118,352 Contract services 25,512 109,688 Total revenue $ 194,952 $ 228,040 As of March 31, 2019 and December 31, 2018, the Company did not have any contract assets or contract liabilities from contracts with customers. The contract liabilities represent payments received from customers for which the Company had not yet satisfied its performance obligation under the contract. During the three months ended March 31, 2019 and 2018, $0 of revenue was recognized from performance obligations satisfied (or partially satisfied) in previous periods. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period. Dilutive common-equivalent shares consist of shares of non-vested restricted stock, if not anti-dilutive. The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Three Months Ended March 31, 2019 2018 Non-vested restricted stock - 125,000 Series B Convertible Preferred Stock 1,542,900 - Options 300,000 - Total 1,842,900 125,000 Operating Leases The Company leases properties under operating leases. For leases in effect upon adoption of Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” at January 1, 2019 and for any leases commencing thereafter, the Company recognizes a liability to make lease payments, the “lease liability”, and an asset representing the right to use the underlying asset during the lease term, the “right-of-use asset”. The lease liability is measured at the present value of the remaining lease payments, discounted at the Company’s incremental borrowing rate. The right-of-use asset is measured at the amount of the lease liability adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, any unamortized initial direct costs, and any impairment of the right-of-use-asset. Operating lease expense consists of a single lease cost calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis, variable lease payments not included in the lease liability, and any impairment of the right-of-use asset. The Company evaluated their operating leases and elected to apply the short-term lease measurement and recognition exemption in which the right of use assets and lease liabilities are not recognized for short-term leases. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | Note 4 Accrued Expenses and Other Current Liabilities As of March 31, 2019 and December 31, 2018, accrued expenses and other current liabilities consisted of the following: March 31, December 31, 2019 2018 (unaudited) Accrued payroll and vacation $ 313,575 $ 252,043 Accrued legal and professional fees 36,280 47,502 Accrued travel expenses 51,660 48,248 Payroll and income tax payable 10,212 12,678 Accrued research and development expenses - 2,850 Credit card payable 4,938 4,586 Accrued issuable equity 15,840 3,960 Accrued rent 176 176 Other - 2,287 Total accrued expenses and other current liabilities $ 432,681 $ 374,330 The Company has agreed to issue an aggregate of 25,000 shares of common stock for legal and consulting fees. See Note 6 – Stockholders’ Deficiency – Stock-Based Compensation for details of related expense recognized. As of March 31, 2019, the shares had not been issued and, as a result, $15,840 of accrued issuable equity at fair value is included within accrued expenses and other current liabilities. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 5 Related Party Transactions Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities – related parties consist of a liability of $68,919 and $83,919 as of March 31, 2019 and December 31, 2018, respectively, to Energy Science Laboratories, Inc. (“ESLI”), a company controlled by the Company’s Chief Technology Officer (“CTO”), in connection with consulting services provided to the Company associated with the development of the Company’s CFV thermal management solutions in prior periods. |
Stockholders' Deficiency
Stockholders' Deficiency | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 6 Stockholders' Deficiency Common Stock During the three months ended March 31, 2019, the Company sold an aggregate of 234,849 shares of common stock at $0.66 per share to accredited investors for aggregate gross proceeds of $155,000. Stock-Based Compensation During the three months ended March 31, 2019 and 2018, the Company recognized stock-based compensation expense of $47,940 (which includes the issuance of 25,000 shares of immediately-vested common stock for legal fees) and $182,957, respectively, related to restricted common stock and stock options which are included within general and administrative expenses on the condensed consolidated statements of operations. As of March 31, 2019, there was $83,095 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 2.75 years. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | Note 7 Leases The Company has two operating leases for real estate which have remaining terms that are less than one year. The Company elected not to recognize short-term leases on the balance sheet and all costs were recognized as selling, general and administrative expenses on the condensed consolidated statements of operations. For the three months ended March 31, 2019 and 2018, operating lease expense was $40,385 and $15,161, respectively. As of March 31, 2019, the Company does not have any financing leases. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 8 Commitments and Contingencies Patent License Agreement On March 21, 2018, the Company entered into an agreement with the National Renewable Energy Laboratory (“NREL”) granting the Company an exclusive license to commercialize its patented Internal Short Circuit technology. The agreement shall be effective for as long as the licensed patents are enforceable, subject to certain early termination provisions specified in the agreement. In consideration, the Company agreed to pay to NREL the following: (i) a cash payment of $12,000 payable over one year, (ii) royalties ranging from 1.5% to 3.75% on the net sales price of the licensed products, as defined in the agreement, with minimum annual royalty payments ranging from $0 to $7,500. In addition, the Company shall use commercially reasonable efforts to bring the licensed products to market through a commercialization program that requires that certain milestones be met, as specified in the agreement. As of the date of filing, there had been no sales of the licensed products, such that no royalties had been earned. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 9 Subsequent Events Common Stock On April 12, 2019, the Company sold an aggregate of 717,120 shares of common stock at $0.66 per share to accredited investors for aggregate gross proceeds of $473,300. On April 30, 2019, the Company conducted a closing for the sale of an aggregate of 409,090 Securities Purchase Agreement On April 2, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the stockholders (the “Sellers”) holding 100 Pursuant to the Purchase Agreement, the Company agreed to pay the Sellers, against delivery of all Ownership and Claims, the following aggregate acquisition price: (i) $1,700,000 cash consideration (the “Cash Consideration”); and (ii) one hundred (100) shares of the Company’s Series C Convertible Preferred Stock (“Series C Preferred”), which class of Series C Preferred is to be designated prior to the closing of the Acquisition. It is contemplated that the Series C Preferred will have, among others, the following rights, preferences and limitation: (i) a stated value of $10,000 per share; (ii) no right to receive dividends; (iii) the right to convert each share into twenty thousand shares of the Company’s common stock, which right is subject to a 4.99% beneficial ownership limitation; and (iv) the right to vote with the Company’s shareholders on an as-converted basis. The rights and preferences of the Series C Preferred are set forth in further detail in the form of Certificate of Designation attached as an exhibit to the Purchase Agreement and which description is qualified in its entirety to such exhibit, which is incorporated herein by reference. |
Revision of Financial Statement
Revision of Financial Statements for the Quarter Ended March 31, 2018 | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | Note 10 Revision of Financial Statements for the Quarter Ended March 31, 2018 During the course of preparing the quarterly report on Form 10-Q for the quarter ended June 30, 2018, the Company identified certain errors related to cost of revenue not being recorded in connection with a product sale to a customer, which resulted in the understatement of its net loss for the three months ended March 31, 2018. The reason for the error was related to certain information not being provided to the Company’s accounting staff as a result of the Company’s transition of certain accounting duties from its then-Interim Chief Financial Officer, who left the Company in the first quarter of 2018. The following tables reconcile the prior period as reported balances to the as revised balances: March 31, 2018 As Reported Adjustment As Revised Condensed Consolidated Balance Sheet: Total Current Assets $ 698,092 $ (27,957 ) $ 670,135 Total Assets $ 735,964 $ (27,957 ) $ 708,007 Total Current Liabilities $ 560,545 $ 50,644 $ 611,189 Total Liabilities $ 560,545 $ 50,644 $ 611,189 Total Stockholders' Equity $ 175,419 $ (78,601 ) $ 96,818 For The Three Months Ended March 31, 2018 As Reported Adjustment As Revised Condensed Consolidated Statement of Operations: Revenue $ 228,040 $ - $ 228,040 Cost of Revenue $ 49,346 $ 100,601 $ 149,947 Operating Expenses $ 925,924 $ (22,000 ) $ 903,924 Loss From Operations $ (747,230 ) $ (78,601 ) $ (825,831 ) Net Loss $ (747,244 ) $ (78,601 ) $ (825,845 ) Net Loss Per Share - Basic and Diluted $ (0.01 ) $ - $ (0.01 ) Weighted Average Number of Common Shares Outstanding - Basic and Diluted 77,219,168 - 77,219,168 For The Three Months Ended March 31, 2018 As Reported Adjustment As Revised Condensed Consolidated Statement of Cash Flows: Cash Flows From Operating Activities: Net Loss $ (747,244 ) $ (78,601 ) $ (825,845 ) Adjustments to reconcile net loss to net cash used in operating activities $ 276,874 $ 78,601 $ 355,475 Net Cash Used In Operating Activities $ (470,370 ) $ - $ (470,370 ) In accordance with SEC Staff Accounting Bulletin No 108, the Company has evaluated this error, based on an analysis of quantitative and qualitative factors, as to whether it was material to the condensed consolidated statement of operations for the three months ended March 31, 2018 and if amendments of previously filed financial statements with the SEC are required. The Company has determined that quantitatively and qualitatively, the error has no material impact to the condensed consolidated statement of operations for the three months ended March 31, 2018 or other prior periods. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company maintains cash with major financial institutions. Cash held in U.S. bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. There were no uninsured cash balances as of March 31, 2019 and December 31, 2018. Customer concentrations are as follows: Revenues Accounts Receivable For the Three Months Ended As of As of March 31, March 31, 2019 December 31, 2018 2019 2018 Customer A 61 % * * 63 % Customer B 17 % * 72 % * Customer C * 48 % * * Customer D * * * 37 % Customer E * 47 % * * Customer F * * 16 % * Total 78 % 95 % 88 % 100 % * Less than 10% |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognize revenue when the company satisfies a performance obligation. The Company recognizes revenue primarily from the following different types of contracts: Product sales Revenue is recognized at the point the customer obtains control of the goods and the Company satisfies its performance obligation, which is generally at the time it ships the product to the customer. Contract services – Revenue is recognized at the point in time that the Company satisfies its performance obligation under the contract, which is generally at the time it delivers a report to the customer. The following table summarizes our revenue recognized in our condensed consolidated statements of operations: For the Three Months Ended March 31, 2019 2018 Product sales $ 169,440 $ 118,352 Contract services 25,512 109,688 Total revenue $ 194,952 $ 228,040 As of March 31, 2019 and December 31, 2018, the Company did not have any contract assets or contract liabilities from contracts with customers. The contract liabilities represent payments received from customers for which the Company had not yet satisfied its performance obligation under the contract. During the three months ended March 31, 2019 and 2018, $0 of revenue was recognized from performance obligations satisfied (or partially satisfied) in previous periods. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common and dilutive common-equivalent shares outstanding during each period. Dilutive common-equivalent shares consist of shares of non-vested restricted stock, if not anti-dilutive. The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Three Months Ended March 31, 2019 2018 Non-vested restricted stock - 125,000 Series B Convertible Preferred Stock 1,542,900 - Options 300,000 - Total 1,842,900 125,000 |
Lessee, Leases [Policy Text Block] | Operating Leases The Company leases properties under operating leases. For leases in effect upon adoption of Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” at January 1, 2019 and for any leases commencing thereafter, the Company recognizes a liability to make lease payments, the “lease liability”, and an asset representing the right to use the underlying asset during the lease term, the “right-of-use asset”. The lease liability is measured at the present value of the remaining lease payments, discounted at the Company’s incremental borrowing rate. The right-of-use asset is measured at the amount of the lease liability adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, any unamortized initial direct costs, and any impairment of the right-of-use-asset. Operating lease expense consists of a single lease cost calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis, variable lease payments not included in the lease liability, and any impairment of the right-of-use asset. The Company evaluated their operating leases and elected to apply the short-term lease measurement and recognition exemption in which the right of use assets and lease liabilities are not recognized for short-term leases. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Customer concentrations are as follows: Revenues Accounts Receivable For the Three Months Ended As of As of March 31, March 31, 2019 December 31, 2018 2019 2018 Customer A 61 % * * 63 % Customer B 17 % * 72 % * Customer C * 48 % * * Customer D * * * 37 % Customer E * 47 % * * Customer F * * 16 % * Total 78 % 95 % 88 % 100 % * Less than 10% |
Revenue from External Customers by Products and Services [Table Text Block] | The following table summarizes our revenue recognized in our condensed consolidated statements of operations: For the Three Months Ended March 31, 2019 2018 Product sales $ 169,440 $ 118,352 Contract services 25,512 109,688 Total revenue $ 194,952 $ 228,040 As of March 31, 2019 and December 31, 2018, the Company did not have any contract assets or contract liabilities from contracts with customers. The contract liabilities represent payments received from customers for which the Company had not yet satisfied its performance obligation under the contract. During the three months ended March 31, 2019 and 2018, $0 of revenue was recognized from performance obligations satisfied (or partially satisfied) in previous periods. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following shares were excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: For the Three Months Ended March 31, 2019 2018 Non-vested restricted stock - 125,000 Series B Convertible Preferred Stock 1,542,900 - Options 300,000 - Total 1,842,900 125,000 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | As of March 31, 2019 and December 31, 2018, accrued expenses and other current liabilities consisted of the following: March 31, December 31, 2019 2018 (unaudited) Accrued payroll and vacation $ 313,575 $ 252,043 Accrued legal and professional fees 36,280 47,502 Accrued travel expenses 51,660 48,248 Payroll and income tax payable 10,212 12,678 Accrued research and development expenses - 2,850 Credit card payable 4,938 4,586 Accrued issuable equity 15,840 3,960 Accrued rent 176 176 Other - 2,287 Total accrued expenses and other current liabilities $ 432,681 $ 374,330 |
Revision of Financial Stateme_2
Revision of Financial Statements for the Quarter Ended March 31, 2018 (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | The following tables reconcile the prior period as reported balances to the as revised balances: March 31, 2018 As Reported Adjustment As Revised Condensed Consolidated Balance Sheet: Total Current Assets $ 698,092 $ (27,957 ) $ 670,135 Total Assets $ 735,964 $ (27,957 ) $ 708,007 Total Current Liabilities $ 560,545 $ 50,644 $ 611,189 Total Liabilities $ 560,545 $ 50,644 $ 611,189 Total Stockholders' Equity $ 175,419 $ (78,601 ) $ 96,818 For The Three Months Ended March 31, 2018 As Reported Adjustment As Revised Condensed Consolidated Statement of Operations: Revenue $ 228,040 $ - $ 228,040 Cost of Revenue $ 49,346 $ 100,601 $ 149,947 Operating Expenses $ 925,924 $ (22,000 ) $ 903,924 Loss From Operations $ (747,230 ) $ (78,601 ) $ (825,831 ) Net Loss $ (747,244 ) $ (78,601 ) $ (825,845 ) Net Loss Per Share - Basic and Diluted $ (0.01 ) $ - $ (0.01 ) Weighted Average Number of Common Shares Outstanding - Basic and Diluted 77,219,168 - 77,219,168 For The Three Months Ended March 31, 2018 As Reported Adjustment As Revised Condensed Consolidated Statement of Cash Flows: Cash Flows From Operating Activities: Net Loss $ (747,244 ) $ (78,601 ) $ (825,845 ) Adjustments to reconcile net loss to net cash used in operating activities $ 276,874 $ 78,601 $ 355,475 Net Cash Used In Operating Activities $ (470,370 ) $ - $ (470,370 ) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | ||||||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |||||
Revenues [Member] | |||||||
Concentration Risk, Percentage | 78.00% | 95.00% | |||||
Accounts Receivable [Member] | |||||||
Concentration Risk | 88.00% | 100.00% | |||||
Customer A [Member] | Revenues [Member] | |||||||
Concentration Risk, Percentage | 61.00% | [1] | |||||
Customer A [Member] | Accounts Receivable [Member] | |||||||
Concentration Risk | [1] | 63.00% | |||||
Customer B [Member] | Revenues [Member] | |||||||
Concentration Risk, Percentage | 17.00% | [1] | |||||
Customer B [Member] | Accounts Receivable [Member] | |||||||
Concentration Risk | 72.00% | [1] | |||||
Customer C [Member] | Revenues [Member] | |||||||
Concentration Risk, Percentage | [1] | 48.00% | |||||
Customer C [Member] | Accounts Receivable [Member] | |||||||
Concentration Risk | [1] | ||||||
Customer D [Member] | Revenues [Member] | |||||||
Concentration Risk, Percentage | [1] | ||||||
Customer D [Member] | Accounts Receivable [Member] | |||||||
Concentration Risk | [1] | 37.00% | |||||
Customer E [Member] | Revenues [Member] | |||||||
Concentration Risk, Percentage | [1] | 47.00% | |||||
Customer E [Member] | Accounts Receivable [Member] | |||||||
Concentration Risk | [1] | ||||||
Customer F [Member] | Revenues [Member] | |||||||
Concentration Risk, Percentage | [1] | ||||||
Customer F [Member] | Accounts Receivable [Member] | |||||||
Concentration Risk | 16.00% | [1] | |||||
[1] | Less than 10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total revenue | $ 194,952 | $ 228,040 |
Product sales [Member] | ||
Total revenue | 169,440 | 118,352 |
Contract services [Member] | ||
Total revenue | $ 25,512 | $ 109,688 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - Earnings per share diluted [Member] - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,842,900 | 125,000 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 125,000 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,542,900 | 0 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 300,000 | 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash, FDIC Insured Amount | $ 250,000 | |
Revenue Recognized | $ 0 | $ 0 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued payroll and vacation | $ 313,575 | $ 252,043 |
Accrued legal and professional fees | 36,280 | 47,502 |
Accrued travel expenses | 51,660 | 48,248 |
Payroll and income tax payable | 10,212 | 12,678 |
Accrued research and development expenses | 0 | 2,850 |
Credit card payable | 4,938 | 4,586 |
Accrued issuable equity | 15,840 | 3,960 |
Accrued rent | 176 | 176 |
Other | 0 | 2,287 |
Total accrued expenses and other current liabilities | $ 432,681 | $ 374,330 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (Details Textual) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued issuable Equity | $ 15,840 | $ 3,960 |
Issuable Equity, Accrued | 25,000 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Due to Other Related Parties, Current | $ 68,919 | $ 83,919 |
Chief Technology Officer CTO [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Other Related Parties, Current | $ 68,919 | $ 83,919 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Sale of Stock, Price Per Share | $ 0.66 | |
Sale of Stock, Number of Shares Issued in Transaction | 234,849 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 83,095 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years 9 months | |
Gross Proceeds From Issuance Of Common Stock | $ 155,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 25,000 | |
General and Administrative Expense [Member] | ||
Stock Issued During Period, Value, Issued for Services | $ 182,957 | |
Allocated Share-based Compensation Expense | $ 47,940 |
Leases (Details Textual)
Leases (Details Textual) | 3 Months Ended | |
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | |
Leases [Abstract] | ||
Property Subject to or Available for Operating Lease, Number of Units | 2 | |
Operating Lease, Weighted Average Remaining Lease Term | 1 year | |
Operating Lease, Expense | $ 40,385 | $ 15,161 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |
Mar. 21, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Research and Development Expense | $ 113,192 | $ 119,684 | |
License [Member] | |||
Research and Development Expense | $ 12,000 | ||
Minimum [Member] | |||
Royalty Rate | 1.50% | ||
Royalty Expense | $ 0 | ||
Maximum [Member] | |||
Royalty Rate | 3.75% | ||
Royalty Expense | $ 7,500 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Apr. 12, 2019 | Apr. 02, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Subsequent Event [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 155,000 | $ 0 | |||
Sale of Stock, Price Per Share | $ 0.66 | ||||
Sale of Stock, Number of Shares Issued in Transaction | 234,849 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Business Acquisition, Date of Acquisition Agreement | Apr. 2, 2019 | ||||
Business Combination, Consideration Transferred | $ 1,700,000 | ||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Description | (i) a stated value of $10,000 per share; (ii) no right to receive dividends; (iii) the right to convert each share into twenty thousand shares of the Company’s common stock, which right is subject to a 4.99% beneficial ownership limitation; and (iv) the right to vote with the Company’s shareholders on an as-converted basis. | ||||
Subsequent Event [Member] | Equity Securities [Member] | |||||
Subsequent Event [Line Items] | |||||
Business Combination Percentage of Voting interests Proposed to Be Acquired | 100.00% | ||||
Subsequent Event [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 473,300 | ||||
Sale of Stock, Price Per Share | $ 0.66 | ||||
Sale of Stock, Number of Shares Issued in Transaction | 717,120 | ||||
Subsequent Event [Member] | Common Stock [Member] | Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Issuance of Private Placement Net | $ 270,000 | ||||
Sale of Stock, Price Per Share | $ 0.66 | ||||
Sale of Stock, Number of Shares Issued in Transaction | 409,090 | ||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 100 |
Revision of Financial Stateme_3
Revision of Financial Statements for the Quarter Ended March 31, 2018 (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Consolidated Balance Sheet: | ||||
Total Current Assets | $ 212,097 | $ 406,316 | ||
Total Assets | 253,888 | 451,107 | ||
Total Current Liabilities | 753,658 | 576,244 | ||
Total Stockholders' Equity | (499,770) | $ 96,818 | $ (125,137) | $ 739,706 |
Condensed Consolidated Statement of Operations: | ||||
Revenue | 194,952 | 228,040 | ||
Cost of Revenue | 61,517 | 149,947 | ||
Operating Expenses | 698,683 | 903,924 | ||
Loss From Operations | (565,248) | (825,831) | ||
Net loss | $ (565,693) | $ (825,845) | ||
Net Loss Per Share - Basic and Diluted | $ (0.01) | $ (0.01) | ||
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 78,730,818 | 77,219,168 | ||
Cash Flows From Operating Activities: | ||||
Net loss | $ (565,693) | $ (825,845) | ||
Adjustments to reconcile net loss to net cash used in operating activities | 279,273 | 355,475 | ||
Net Cash Used In Operating Activities | $ (286,420) | (470,370) | ||
Previously Reported [Member] | ||||
Condensed Consolidated Balance Sheet: | ||||
Total Current Assets | 698,092 | |||
Total Assets | 735,964 | |||
Total Current Liabilities | 560,545 | |||
Total Liabilities | 560,545 | |||
Total Stockholders' Equity | 175,419 | |||
Condensed Consolidated Statement of Operations: | ||||
Revenue | 228,040 | |||
Cost of Revenue | 49,346 | |||
Operating Expenses | 925,924 | |||
Loss From Operations | (747,230) | |||
Net loss | $ (747,244) | |||
Net Loss Per Share - Basic and Diluted | $ (0.01) | |||
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 77,219,168 | |||
Cash Flows From Operating Activities: | ||||
Net loss | $ (747,244) | |||
Adjustments to reconcile net loss to net cash used in operating activities | 276,874 | |||
Net Cash Used In Operating Activities | (470,370) | |||
Restatement Adjustment [Member] | ||||
Condensed Consolidated Balance Sheet: | ||||
Total Current Assets | (27,957) | |||
Total Assets | (27,957) | |||
Total Current Liabilities | 50,644 | |||
Total Liabilities | 50,644 | |||
Total Stockholders' Equity | (78,601) | |||
Condensed Consolidated Statement of Operations: | ||||
Revenue | 0 | |||
Cost of Revenue | 100,601 | |||
Operating Expenses | (22,000) | |||
Loss From Operations | (78,601) | |||
Net loss | $ (78,601) | |||
Net Loss Per Share - Basic and Diluted | $ 0 | |||
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 0 | |||
Cash Flows From Operating Activities: | ||||
Net loss | $ (78,601) | |||
Adjustments to reconcile net loss to net cash used in operating activities | 78,601 | |||
Net Cash Used In Operating Activities | 0 | |||
Restatement AS Revised [Member] | ||||
Condensed Consolidated Balance Sheet: | ||||
Total Current Assets | 670,135 | |||
Total Assets | 708,007 | |||
Total Current Liabilities | 611,189 | |||
Total Liabilities | 611,189 | |||
Total Stockholders' Equity | 96,818 | |||
Condensed Consolidated Statement of Operations: | ||||
Revenue | 228,040 | |||
Cost of Revenue | 149,947 | |||
Operating Expenses | 903,924 | |||
Loss From Operations | (825,831) | |||
Net loss | $ (825,845) | |||
Net Loss Per Share - Basic and Diluted | $ (0.01) | |||
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 77,219,168 | |||
Cash Flows From Operating Activities: | ||||
Net loss | $ (825,845) | |||
Adjustments to reconcile net loss to net cash used in operating activities | 355,475 | |||
Net Cash Used In Operating Activities | $ (470,370) |