10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 000-31927 

VERIFYME, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	23-3023677
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
Clinton Square, 75 S. Clinton Ave, Suite 510 Rochester, NY	14604
(Address of Principal Executive Offices)	(Zip Code)
(585) 736-9400
(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	NA	NA

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes x     No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T  § 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes x      No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o     No x 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:111,215,166 shares of common stock outstanding at November 11, 2019.

 2

PART I - FINANCIAL INFORMATION
ITEM 1.	Financial Statements	4
Balance Sheets (Unaudited)		4
Statements of Operations (Unaudited)		5
Statements of Cash Flows (Unaudited)		6
Statements of Stockholders’ Equity (Deficit) (Unaudited)		7
Notes to Financial Statements (Unaudited)		9
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	26
ITEM 4.	Controls and Procedures	26
PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	26
ITEM 1A.	Risk Factors	26
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
ITEM 3.	Defaults Upon Senior Securities	27
ITEM 4.	Mine Safety Disclosures	27
ITEM 5.	Other Information	27
ITEM 6.	Exhibits	28
SIGNATURES		29

 3

FINANCIAL STATEMENTS

ITEM 1. 

VerifyMe, Inc.

Balance Sheets

	As of
	September 30, 2019			December 31, 2018
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	671,011		$	1,673,201
Accounts Receivable		51,415			30,373
Deposits on Equipment		163,090			-
Prepaid expenses and other current assets		29,981			25,781
Inventory		37,962			41,982
TOTAL CURRENT ASSETS		953,459			1,771,337
INTANGIBLE ASSETS
Patents and Trademarks, net of accumulated amortization of
$275,591 and $258,294 as of September 30, 2019 and December 31, 2018		228,705			209,049
Capitalized Software Costs		141,656			70,231
TOTAL ASSETS	$	1,323,820		$	2,050,617
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Convertible Debt, net of unamortized debt discount	$	228,478		$	-
Derivative Liability		207,534			-
Accounts payable and other accrued expenses		354,766			411,211
Accrued Payroll		106,438			69,041
TOTAL CURRENT LIABILITIES		897,216			480,252
STOCKHOLDERS' EQUITY
Series A Convertible Preferred Stock, $.001 par value, 37,564,767 shares
authorized; 0 shares issued and outstanding as of September 30, 2019 and
304,778 shares issued and outstanding as of December 31, 2018		-			305
Series B Convertible Preferred Stock, $.001 par value; 85 shares
authorized; 0.85 shares issued and outstanding as of September 30, 2019 and		-			-
December 31, 2018
Common stock of $.001 par value; 675,000,000 authorized; 111,252,373 and 102,553,706 issued, 110,901,833 and 102,203,166 shares outstanding as of September 30, 2019 and December 31, 2018		110,902			102,203
Additional paid in capital		61,578,151			60,844,796
Treasury stock as cost (350,540 shares at September 30, 2019 and  December 31, 2018)		(113,389	)		(113,389	)
Accumulated deficit		(61,149,060	)		(59,263,550	)
STOCKHOLDERS' EQUITY		426,604			1,570,365
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,323,820		$	2,050,617

The accompanying notes are an integral part of these unaudited financial statements. 

 4

VerifyMe, Inc.

Statements of Operations

(Unaudited)

	Three months ended						Nine months ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
NET REVENUE
Sales	$	56,225		$	28,273		$	143,158		$	35,072
COST OF SALES		8,471			12,281			30,323			14,281
GROSS PROFIT		47,754			15,992			112,835			20,791
OPERATING EXPENSES
General and administrative (a)		350,851			357,665			1,001,728			1,378,999
Legal and accounting		41,977			64,897			172,676			362,371
Payroll expenses (a)		167,807			77,664			374,382			269,518
Research and development		804			73,843			7,055			102,272
Sales and marketing (a)		148,416			9,150			400,717			17,217
Total Operating Expenses		709,855			583,219			1,956,558			2,130,377
					-
LOSS BEFORE OTHER INCOME (EXPENSE)		(662,101	)		(567,227	)		(1,843,723	)		(2,109,586	)
OTHER (EXPENSE) INCOME
Interest income (expenses), net (a)		(8,338	)		1,084			(5,678	)		1,367
Change in fair value of embedded derivative		(36,109	)		-			(36,109	)		-
Gain on derecognition of note payable and accrued interest					86,667			-			86,667
Settlement agreement with shareholders		-			-			-			(779,000	)
Gain on accounts payable forgiveness		-			-			-			402,248
		(44,447	)		87,751			(41,787	)		(288,718	)
					-
NET LOSS	$	(706,548	)	$	(479,476	)	$	(1,885,510	)	$	(2,398,304	)
LOSS PER SHARE
BASIC	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.03	)
DILUTED	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.03	)
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING
BASIC		98,137,735			101,186,416			98,209,139			91,453,702
DILUTED		98,137,735			101,186,416			98,209,139			91,453,702

(a) Includes share-based compensation of $322,641 and $671,649 for the three and nine months ended September 30, 2019 and $204,227 and $709,940 for the three and nine months ended September 30, 2018.

The accompanying notes are an integral part of these unaudited financial statements.

 5

VerifyMe, Inc.

Statements of Cash Flows

(Unaudited)

	Nine months ended
	September 30, 2019			September 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,885,510	)	$	(2,398,304	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Stock based compensation		103,167			44,120
Fair value of options and warrants issued in exchange for services		399,828			270,339
Fair value of restricted stock and restricted stock units issued in exchange for services		168,654			395,481
Gain on accounts payable forgiveness		-			(402,248	)
Share-based payment for settlement agreement with shareholders		-			279,000
Gain on derecognition of note payable and accrued interest		-			(86,667	)
Amortization of debt discount		8,696			-
Change in Fair Value of Embedded Derivative		36,109			-
Amortization and depreciation		17,297			15,928
Changes in operating assets and liabilities:
Accounts Receivable		(21,042	)		(28,462	)
Deposit on Equipment		(163,090	)		-
Inventory		4,020			(35,102	)
Prepaid expenses and other current assets		(4,200	)		-
Accounts payable and accrued expenses		(19,048	)		(41,550	)
Net cash used in operating activities		(1,355,119	)		(1,987,465	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Patents		(36,953	)		(16,690	)
Capitalized Software Costs		(71,425	)		(30,223	)
Net cash used in investing activities		(108,378	)		(46,913	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debt, net of costs		461,307			-
Proceeds from exercise of warrants		-			2,311,438
Proceeds from sale of common stock		-			1,154,211
Net cash provided by financing activities		461,307			3,465,649
NET (DECREASE) INCREASE  IN CASH AND
CASH EQUIVALENTS		(1,002,190	)		1,431,271
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		1,673,201			693,001
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	671,011		$	2,124,272
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Series A Convertible Preferred Stock converted to common stock	$	6,096		$	400
Series B Convertible Preferred Stock converted to common stock	$	-		$	599
Common Stock issued in relation to convertible debt	$	70,100		$	-
Recognition of embedded derivative liability	$	171,425		$	-
Cashless Exercise of Stock Options	$	-		$	4,028
Cashless Exercise of Warrants	$	72		$	176
Common Stock and Warrants Issued for Common Stock Payable	$	-		$	122,478

The accompanying notes are an integral part of these unaudited financial statements.

 6

VerifyMe, Inc.

Statement of Stockholders' Equity (Deficit)

(Unaudited)

	Series A				Series B
	Convertible				Convertible
	Preferred				Preferred				Common
	Stock				Stock				Stock						Additional
	Number of				Number of				Number of						Paid-In		Treasury			Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Stock			Deficit			Total
Balance at July 1, 2018		304,778		305		0.85		-		101,165,202			101,165			60,305,122		(113,389	)		(58,249,916	)		2,043,287
Cancellation of common stock		-		-		-		-		(607,143	)		(607	)		607		-			-			-
Exercise of Warrants		-		-		-		-		1,638,109			1,638			216,583		-			-			218,221
Fair value of stock option		-		-		-		-		-			-			44,151		-			-			44,151
Restricted Stock awards and Restricted Stock Units		-		-		-		-		-			-			160,076		-			-			160,076
Net loss		-		-		-		-		-			-			-		-			(479,476	)		(479,476	)
Balance at September 30, 2018		304,778		305		0.85		-		102,196,168			102,196			60,726,539		(113,389	)		(58,729,392	)		1,986,259

	Series A				Series B
	Convertible				Convertible
	Preferred				Preferred				Common
	Stock				Stock				Stock						Additional
	Number of				Number of				Number of						Paid-In		Treasury			Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Stock			Deficit			Total
Balance at July 1, 2019		-		-		0.85		-		109,321,833			109,322			61,186,990		(113,389	)		(60,442,512	)		740,411
Fair value of stock option		-		-		-		-		-			-			150,040		-			-			150,040
Restricted Stock awards and Restricted Stock Units		-		-		-		-		(120,000	)		(120	)		84,554		-			-			84,434
Common stock issued for services		-		-		-		-		700,000			700			87,467		-			-			88,167
Common stock issued in relation to Bridge Financing		-		-		-		-		1,000,000			1,000			69,100		-			-			70,100
Net loss		-		-		-		-		-			-			-		-			(706,548	)		(706,548	)
Balance at September 30, 2019		-		-		0.85		-		110,901,833			110,902			61,578,151		(113,389	)		(61,149,060	)		426,604

The accompanying notes are an integral part of these unaudited financial statements.

 7

VerifyMe, Inc.

Statement of Stockholders' Equity (Deficit)

(Unaudited)

	Series A						Series B
	Convertible						Convertible
	Preferred						Preferred					Common
	Stock						Stock					Stock				Additional
	Number of						Number of					Number of				Paid-In			Treasury			Accumulated
	Shares			Amount			Shares			Amount		Shares		Amount		Capital			Stock			Deficit			Total
Balance at January 1, 2018		324,778			325			0.92			-		53,523,332		53,522		56,198,126			(113,389	)		(56,331,088	)		(192,504	)
Conversion of Series A Convertible Preferred Stock		(20,000	)		(20	)		-			-		400,000		400		(380	)		-			-			-
Conversion of Series B Convertible Preferred Stock		-			-			(0.07	)		-		599,362		599		(599	)		-			-			-
Sale of common stock		-			-			-			-		15,906,168		15,906		1,138,305			-			-			1,154,211
Settlement Agreement		-			-			-			-		1,000,000		1,000		278,000			-			-			279,000
Conversion of notes payable		-			-			-			-		1,749,683		1,750		120,728			-			-			122,478
Exercise of Warrants		-			-			-			-		22,607,845		22,608		2,288,830			-			-			2,311,438
Cashless Exercise of Stock Options					-			-			-		4,027,778		4,028		(4,028	)		-			-			-
Fair value of stock option		-			-			-			-		-		-		270,339			-			-			270,339
Restricted Stock awards and Restricted Stock Units		-			-			-			-		2,212,500		2,213		393,268			-			-			395,481
Common stock and warrants issued for services		-			-			-			-		169,500		170		43,950									44,120
Net loss		-			-			-			-		-		-		-			-			(2,398,304	)		(2,398,304	)
Balance at September 30, 2018		304,778			305			0.85			-		102,196,168		102,196		60,726,539			(113,389	)		(58,729,392	)		1,986,259

	Series A						Series B
	Convertible						Convertible
	Preferred						Preferred				Common
	Stock						Stock				Stock				Additional
	Number of						Number of				Number of				Paid-In			Treasury			Accumulated
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Stock			Deficit			Total
Balance at January 1, 2019		304,778			305			0.85		-		102,203,166		102,203		60,844,796			(113,389	)		(59,263,550	)		1,570,365
Conversion of Series A Convertible Preferred Stock		(304,778	)		(305	)		-		-		6,095,569		6,096		(5,791	)		-			-			-
Cashless Exercise of Warrants												71,774		72		(72	)		-			-			-
Fair value of stock option		-			-			-		-		-		-		399,828			-			-			399,828
Restricted Stock awards and Restricted Stock Units		-			-			-		-		760,000		760		167,894			-			-			168,654
Common stock issued for services		-			-			-		-		771,324		771		102,396			-			-			103,167
Common stock issued in relation to Bridge Financing		-			-			-		-		1,000,000		1,000		69,100			-			-			70,100
Net loss		-			-			-		-		-		-		-			-			(1,885,510	)		(1,885,510	)
Balance at September 30, 2019		-			-			0.85		-		110,901,833		110,902		61,578,151			(113,389	)		(61,149,060	)		426,604

The accompanying notes are an integral part of these unaudited financial statements.

 8

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of the Business

The Company was incorporated in the State of Nevada on November 10, 1999. The Company is based in Rochester, New York and its common stock, par value $0.001 per share, is traded on the over-the-counter market and quoted on the OTCQB.

The Company is a developmental stage technology solutions provider specializing in brand protection functions such as counterfeit prevention, authentication, serialization, track and trace features for labels, packaging and products. Leveraging our covert luminescent pigment, RainbowSecure®, which we began commercializing in 2018, we also developed the patent pending VeriPAS™ software system in 2018, which covertly and overtly serializes products to track a product’s “life cycle” for brand owners. We believe VeriPAS™ is the only invisible covert serialization and authentication solution deployed through variable digital printing on HP Indigo printing systems with a smartphone tracking and authentication system. VeriPAS™ is capable of fluorescing, decoding, and verifying invisible RainbowSecure® codes in the field – designed to allow investigators to quickly and efficiently authenticate product throughout the distribution chain, including warehouses, ports of entry, retail locations, and product purchased over the internet for inspection and investigative actions. This technology is coupled with a secure cloud based track and trace software engine which allows brands and investigators to see where products originate and where they are deployed with geo location mapping and intelligent programable alerts. Brand owners access the VeriPAS™ software over the internet. Brand owners can then set rules of engagement, establish marketing programs for customer engagement and control, and monitor and protect their products “life cycle.” We have not yet derived any revenue from our VeriPAS™ software system and have derived minimal revenue from the sale of our RainbowSecure® technology.

The accompanying unaudited interim financial statements (the “Interim Statements”) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U. S. generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The Interim Statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2019.  The accompanying Interim Statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The interim results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods.

The Company’s activities are subject to significant risks and uncertainties, including the need to secure additional funding for working capital and to further develop the Company’s intellectual property.

Basis of Presentation

The accompanying financial statements are presented in accordance with GAAP.

Revenue Recognition

The Company accounts for revenues according to Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligations are satisfied.

During the three and nine months ended September 30, 2019, the Company’s revenues consisted of revenue primarily generated from customer’s printing labels utilizing the Company’s technology.

 9

Equity-linked Financial Instruments

Certain of the Company’s debt instruments include embedded derivatives that require bifurcation from the host contract under the provisions of ASC 815, Derivatives and Hedging. Under this guidance, the Company recognizes the embedded derivatives at fair value and records a gain or loss resulting from the change in fair values at the end of each reporting period. In connection with issuance of the Debentures, described in Note 4 – Convertible Debt, after March 17, 2020, the Company could become contingently obligated to issue shares potentially in excess of its authorized share limit. Consequently, the ability to settle these obligations with shares would be unavailable causing these and other share-settled obligations to potentially be settled in cash. The Company applies a sequencing policy regarding share settlement wherein equity-linked financial instruments with the earliest issuance date would be settled first. Thus, all equity-linked financial instruments, which are convertible or exercisable into common stock, issued concurrent or subsequent to the Debentures are classified as derivative liabilities, with the exception of instruments related to employee share-based compensation.

Sequencing

As of September 19, 2019, the Company adopted a sequencing policy whereby all equity-linked instruments issued prior to the closing of the $600,000 secured Convertible Debentures on September 19, 2019 may be classified as equity and all future equity-linked instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors.

Basic and Diluted Net Income per Share of Common Stock

The Company follows FASB ASC 260, “Earnings Per Share,” when reporting earnings per share resulting in the presentation of basic and diluted earnings per share.  Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. 

For each of the three and nine months ended September 30, 2019 and 2018, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For each of the three and nine months ended September 30, 2019, there were approximately 56,699,000 anti-dilutive shares consisting of 20,114,000 shares issuable upon exercise of options, 21,963,000 shares issuable upon exercise of warrants, 7,222,000 shares issuable upon conversion of preferred stock and 4,400,000 shares issuable upon conversion of convertible debentures.  For the three and nine months ended September 30, 2018, there were approximately 41,237,000 anti-dilutive shares consisting of 18,014,000 shares issuable upon exercise of options, 9,909,000 shares issuable upon exercise of warrants and 13,314,000 shares issuable upon conversion of preferred stock.  

Going Concern

The Company has suffered recurring losses from operations and negative cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management's plans to continue as a going concern include raising additional capital through increased sales of product and raising additional capital through incurrence of debt and the sale of our common stock and other equity securities. On September 19, 2019, the Company received net proceeds of $461,307 from the Bridge Financing, described below in Note 4 – Convertible Debt. The Company’s business plans are dependent on the ability to raise capital through private placements of our common stock and/or preferred stock, through the possible exercise of outstanding options and warrants, through debt financing and/or through the future public offerings of our securities. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. As a result of the Bridge Financing, the Company’s existing cash resources are sufficient to sustain our operations through December 2019. The Company needs to raise additional funds in the future in order to remain operational past that date. 

Recently Adopted Accounting Pronouncements

Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements.

Effective January 1, 2019, the Company adopted ASU No. 2016-02 – “Lease (Topic 842)” and the series of related Accounting Standards Updates that followed (collectively referred to as “Topic 842”) using the modified retrospective approach. The adoption of Topic 842 did not have a material impact on the Company’s financial statements. 

NOTE 2 – INTANGIBLE ASSETS

Patents and Trademarks

The current patent and trademark portfolios consist of 10 granted U.S. patents and 1 granted European patent validated in 4 countries, 4 pending US and foreign patent applications, 4 registered U.S. trademarks, 1 registered EU foreign registration, and 8 pending U.S. and foreign trademark applications.  Costs associated with the registration and legal defense of the patents have been capitalized and are amortized on a straight-line basis over the estimated lives of the patents which were determined to be 17 to 19 years. During the nine months ended September 30, 2019 and 2018, the Company capitalized $36,953 and $16,690, respectively, of patent and trademarks costs. Amortization expense for patents and trademarks was $5,662 and $5,034 for the three months ended September 30, 2019 and 2018, respectively, and $17,297 and $15,928 for the nine months ended September 30, 2019 and 2018, respectively.

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Capitalized Software

Costs incurred in connection with the development of software related to our proprietary digital products are accounted for in accordance with the Financial Accounting Standards Board ASC 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software costs begins once the product is available to the market. Capitalized software costs are amortized over the estimated life of the related product, generally three years, using the straight-line method. The Company will evaluate its software assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company had capitalized software costs of $141,656 and $70,231 as of September 30, 2019 and December 31, 2018, respectively. The Company has not incurred a depreciation charge because the software was not available for use as of September 30, 2019.  The Company expects the software to be available for use in the fourth quarter of 2019.

NOTE 3 – CONVERTIBLE PREFERRED STOCK

The Company is authorized to issue Series A Convertible Preferred Stock, par value of $0.001 per share (the “Series A”) and Series B Convertible Preferred Stock, par value of $0.001 per share (the “Series B”). As of September 30, 2019, there were no shares of Series A outstanding and 0.85 of a share of Series B outstanding. Each share of Series A and Series B has limited voting rights, is entitled to participate with the common stock on liquidation and holders of Series A and Series B are subject to beneficial ownership limitations.

Series A Convertible Preferred Stock

During the nine months ended September 30, 2019, 304,778 shares of Series A were converted into 6,095,569 shares of the Company’s common stock.

During the nine months ended September 30, 2018, 20,000 shares of Series A were converted into 400,000 shares of the Company’s common stock.

Series B Convertible Preferred Stock

During the nine months ended September 30, 2018, 0.07 of a share of Series B was converted into 599,362 shares of the Company’s common stock.

NOTE 4 – CONVERTIBLE DEBT

	September 30, 2019
Convertible Debentures, due September 18, 2020:
Principal value	$	600,000
Debt discount		(371,522	)
Carrying value of convertible notes		228,478
Total short-term carrying value of Convertible Debentures	$	228,478

Embedded Derivative Liability:
Fair value of derivative liability, December 31, 2018	$	-
Fair value of derivative liability at issuance recorded as debt Discount		171,425
Change in fair value of derivative liability		36,109
Fair value of derivative liability, September 30, 2019	$	207,534

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On September 19, 2019, we completed the closing of $600,000 of secured Convertible Debentures (the “Debentures”) for gross proceeds of $540,000 after original issue discounts. As of September 18, 2019 (the “Effective Date”), we entered into two substantially identical securities purchase agreements (the “Securities Purchase Agreements”) with two purchasers (the “Purchasers”), which provided for the issuance of up to an aggregate of $1.2 million in principal amount of Debentures (the “Bridge Financing”) of which the first tranche of $600,000 has been issued. The Securities Purchase Agreements provided for the issuance of the Debentures due one year from the dates of issuance in two $600,000 tranches: the first tranche as described above, and the second tranche, at the discretion of the Purchasers and us, to occur any time after November 17, 2019. If, at any time after November 17, 2019, the Purchasers elect not to consummate the closing of the second tranche, then we may raise up to $600,000 from additional investors (including our affiliates) who will have a security interest on a pari passu basis with the Purchasers in the first tranche, so long as such investors agree not to convert the securities received until the Purchasers in the first tranche have completely converted the Debentures or been fully repaid.

In connection with the Bridge Financing, each of the Purchasers received commitment fees of $5,000 and 500,000 restricted shares (the “Commitment Shares”) of our common stock. The placement agent for the Debentures received a cash fee of 8% of the gross proceeds received at each closing and is entitled to receive warrants for 5% of the total number of securities received by the holders upon the conversion of the Debentures, or upon the conversion value of the Debentures if the Debentures are cash settled. These warrants will be exercisable at a price per share equal to 110% of the price of the securities paid by the Purchasers and will expire in five years.

The first tranche of the Debentures will mature on September 18, 2020, and may be redeemed by us prior to the maturity date as described below. All unpaid principal due and payable on the maturity date will be paid in the form of common stock. Any principal or interest that is due under each of the Debentures, which is not paid by the respective maturity date, will bear interest at the rate of 18% per annum until it is satisfied in full.

The Debentures are senior secured obligations secured pursuant to the terms of security agreements dated as of September 18, 2019 (the “Security Agreements”) by all of the Company’s assets.

Each Purchaser is entitled, at any time, to convert all or any portion of the outstanding principal amount of its Debenture(s) plus any accrued interest into restricted shares of common stock. If we consummate a public offering within 180 calendar days of the Effective Date, then the conversion price will be the lesser of (a) $0.15 or (b) 70% multiplied of the price per share of the common stock we issue in the public offering (the “QPI Discounted Price”), subject to further adjustment as provided in the Debenture as well as subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. Further, if we consummate a public offering of common stock which results in us receiving gross proceeds of at least $5 million within 180 calendar days of the Effective Date then we are obligated to repay the outstanding amounts owed under the Debentures, to the extent they are not converted and including the applicable redemption premium then in effect, within three days of consummation of such an offering.

If any portion of the Debentures are outstanding on the 181st calendar day after the Effective Date, then the conversion price shall equal the lesser of (a) $0.15, (b) the QPI Discounted Price, or (c) 70% of the lowest volume-weighted average price (as reported by Bloomberg LP) of the common stock on any trading day during the 20 trading days immediately preceding the date of conversion of the Debenture (provided, further, that if either we are not DWAC operational at the time of conversion, the common stock is traded on the OTC Pink at the time of conversion, or the conversion price is less than $0.01 per share, then 70% will automatically adjust to 60%).

The Debentures are subject to a “conversion blocker” such that the each of the Purchasers cannot convert the Debentures to the extent that the conversion would result in the Purchaser and its affiliates holding more than 4.99% of the outstanding common stock (which the Purchaser can increase to 9.99% upon at least 61 days prior written notice to us).

So long as no event of default has occurred and is continuing under the Debentures, we may at our option call for redemption all or part of the Debentures prior to the maturity date, upon not more than two calendar days written notice, for an amount equal to: (i) if the redemption date is 90 calendar days or less from the date of issuance of the Debentures, 110% of the sum of the principal amount; (ii) if the redemption date is greater than or equal to 91 calendar days from the date of issuance of the Debentures and less than or equal to 150 calendar days from the date of issuance of the Debentures, 120% of the sum of the principal amount; (iii) if the redemption date is greater than or equal to 151 calendar days from the date of issuance of the Debentures and less than or equal to 180 calendar days from the date of issuance of the Debentures, 125% of the sum of the principal amount; and (iv) if either (1) the Debentures are in default but the holder consents to the redemption notwithstanding such default or (2) the redemption date is greater than or equal to 181 calendar days from the date of issuance of the Debentures, 130% of the sum of the principal amount.

The Debentures include an adjustment provision that, subject to certain exceptions, reduces, at the Purchaser’s option, the conversion price if we issue common stock or common stock equivalents (including in variable rate transactions) at a price lower than the then-current conversion price of the Debentures. Any reverse stock split of our outstanding shares will also result in an adjustment of the conversion price of the Debentures. 

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The Securities Purchase Agreements contain customary representations, warranties and covenants. In addition, pursuant to the Securities Purchase Agreements, the Purchasers were granted piggy-back registration rights such that, from September 18, 2019 until the earlier of March 18, 2021 or the date the Debentures have been converted and/or repaid in the entirety, if we contemplate making an offering of our common stock or securities convertible into our common stock registered for sale under the Securities Act of 1933, as amended, or propose to file a registration statement covering any of our securities (other than a registration statement filed by us within 45 days of the signing closing date with the placement agent in the Bridge Financing acting as the underwriter), then each of the Purchasers will have the right to include all or a pro rata share of its Commitment Shares, the common stock issuable upon conversion of the Debentures (the “Conversion Shares”), and, to the extent applicable, any other shares of capital stock or other securities of ours that are issued upon exchange of Conversion Shares and/or restricted stock held by the Purchaser (collectively, the “Purchaser’s Securities”).

The conversion option, the QPI put and the put exercisable upon certain financing events are embedded derivatives that are collectively bifurcated at fair value, with subsequent changes in fair value recognized in the Statement of Operations. The fair value estimate is a Level 3 measurement as defined by ASC Topic 820, Fair Value Measurements and Disclosures, as it is based on significant inputs not observable in the market. The Company estimated the fair value of the monthly payment provision using a Monte Carlo Simulation, with 10,000 trials, with the following key inputs:

	September 30, 2019
Stock price	$0.08-$0.10
Terms (years)	0.97-1.00
Volatility	153.9%-158.2%
Risk-free rate	1.75%-1.87%
Probability of QPI	50%

The Company recorded a total of $380,218 debt discount upon the closing of Convertible Debt, including the $171,425 fair value of the embedded derivative liability, $70,100 fair value of the common stock issued, $78,693 of direct transaction costs incurred, and $60,000 original issue discount. The Debt discount is amortized to interest expense over the term of the loan. Amortization of the debt discount associated with the Debentures was $8,696 for the three-month and nine-month periods ended September 30, 2019 and was included in interest expense in the accompanying Statements of Operations.

NOTE 5 – STOCKHOLDERS’ EQUITY

For each of the three and nine months ended September 30, 2019, the Company expensed $0 relative to restricted stock units. For the three and nine months ended September 30, 2018 the Company expensed $0 and $8,625, respectively, relative to restricted stock units.

During the nine months ended September 30, 2019, the Company granted a total of 1,200,000 restricted stock awards to five directors of the Company for their services. The restricted stock awards vest in equal quarterly installments over a one-year period. On February 27, 2019, three directors resigned from the Company’s Board of Directors, effective March 1, 2019. This resulted in a cancellation of 320,000 shares related to the portion of the unvested restricted stock awards these directors had received. On September 18, 2019 a director resigned from the Company’s Board of Directors, effective immediately, resulting in a cancellation of 120,000 related to the portion of unvested restricted stock awards this director had received.

On March 15, 2019, we engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement (the "Agreement"). Pursuant to the Agreement, we agreed to pay in advance of services a monthly fee of $5,000 in shares of restricted common stock to the consulting firm for consulting services. The number of shares to be issued will be calculated based on the closing price of our common shares on the 1st or preceding day of each month, if the 1st were to fall on a weekend or holiday. However, if the stock were to trade below $0.15, the calculation would be based on $0.15. The shares shall not have registration rights, and the shares may be sold subject to Rule 144. During the nine months ended September 30, 2019, the Company issued 171,324 shares of restricted common stock for a total expense of $26,167 related to these services.

The Company expensed $84,434 and $168,654 in costs related to restricted stock awards for the three and nine months ended September 30, 2019, respectively. For the three and nine months ended September 30, 2018, the Company expensed $160,077 and $386,856, respectively, relative to restricted common stock.

On May 29, 2019, a former director completed a cashless exercise of 200,000 warrants and was issued 71,774 shares of the Company’s common stock. See Note 6 – Stock Options, Restricted Stock and Warrants.

During the nine months ended September 30, 2019, the Company issued 600,000 shares of restricted common stock for a total expense of $77,000 related to consulting services. During the nine months ended September 30, 2018, the Company issued 169,500 shares of restricted common stock for a total expense of $44,120 related to consulting services.

On September 19, 2019, in connection with the Bridge Financing, the Company issued a total of 1,000,000 restricted shares of common stock with a fair value of $70,100. See Note 4 – Convertible Debt.

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During the nine months ended September 30, 2018, 37,500 restricted stock units vested in relation to a consulting services agreement and a total of $8,625 was expensed.

During the nine months ended September 30, 2018, the Company granted a total of 600,000 shares of restricted common stock awards to two directors of the Company, each receiving 300,000 shares of restricted common stock upon joining the Board of Directors. On April 25, 2018, the Company approved the immediate vesting of all of the Company’s outstanding restricted common stock issued in 2017 and 2018 to non-employee directors of the Company.

During the three months ended September 30, 2018, the Company granted a total of 1,425,000 shares of restricted common stock to the directors and the Chief Executive Officer of the Company for their services and 150,000 shares to one attorney, that vested quarterly over a one-year period.

In 2017, the Company authorized a private placement with a maximum offering amount of $2,100,000 allowing investors to purchase units consisting of 715,000 shares of common stock and 715,000 five-year warrants exercisable at $0.15 per share. In January 2018 the Company’s Board of Directors increased the size of the private placement. During the nine months ended September 30, 2018, the Company raised gross proceeds of $1,154,211 for the purchase of 16,513,311 shares of common stock and 16,513,311 warrants. Of these amounts, gross proceeds of $530,777 for the purchase of 7,590,111 shares of common stock and 7,590,111 warrants related to purchases by directors and relatives of the directors of the Company.

In January 2018, the Chairman of the Board of Directors, made a cashless exercise of 5,000,000 options related to services rendered in 2017, resulting in the issuance of 4,027,778 shares of common stock. See Note 6 – Stock Options, Restricted Stock and Warrants.  On January 30, 2018, the Company authorized a 30-day offer, beginning on February 20, 2018, to the holders of the Company’s outstanding warrants exercisable at $0.15 to exercise their warrants at $0.10 per share.  This authorization was extended until the latter of 30 days after the receipt of all Investment Letters, as defined below, in connection with the Settlement Shares, as defined below, or September 30, 2018.  For the nine months ended September 30, 2018, 20,764,860 shares of warrants were exercised and a total of 20,764,860 shares of common stock were issued for gross proceeds of $2,076,486. Included in the above amounts are gross proceeds of $1,205,458 from directors which resulted in 12,054,576 warrants converted into the issuance of 12,054,576 common stock. The offer to exercise $0.15 warrants at $0.10 per share expired on September 30, 2018 and the Company did not extend the offer.

In January 2018, a member of the Board exercised 104,876 warrants with an exercise price of $0.15 and a total of 104,876 shares of common stock were issued for gross proceeds of $15,731.

On March 31, 2018, the Company entered into a Confidential Settlement Agreement (the “Settlement Agreement”) with Paul Klapper, a member of the Company’s Board at that time, and certain other parties named in the Settlement Agreement. Pursuant to the terms of the Settlement Agreement, the Company (i) paid a total of $500,000 (the “Settlement Amount”) to a fund controlled by Paul Klapper and an additional party, and (ii) issued a total of 1,000,000 shares of the Company’s common stock to the fund and the third party (the “Settlement Shares”). The shares were valued at $279,000 whereby $139,500 related to common stock issued to a related party and $139,500 related to common stock issued to a third party. The Settlement Agreement provides for cancellation as of March 31, 2018 of certain revenue sharing agreements between the Company and each of Mr. Klapper (or an affiliate) and the third party, and terminates the Company’s obligation to issue warrants to purchase 3.7 million shares of the Company’s common stock at an exercise price of $0.40 per share. Mr. Klapper joined the Board of Directors on July 14, 2017 and resigned as of March 31, 2018.

In January 2018, the Company issued 1,749,683 shares of common stock and 1,749,683 warrants with an exercise price of $0.15 to Mr. Klapper relating to the Note payable conversion that took place in June 2017.

 On March 28, 2018, the Company accelerated the vesting of 150,000 shares of restricted common stock owned by Mr.  Klapper.

In April 2018, the former Chief Executive Officer of the Company exercised his warrants at an exercise price of $0.01 for gross proceeds of $1,000 resulting in an issuance of 100,000 shares.

On July 27, 2018 the Company cancelled 607,143 shares as a result of an over-issuance of shares to an investor in connection with the Company’s 2017 exchange.

On July 31, 2018, a member of the Board exercised 1,439,524 warrants held by an entity under his control at an exercise price of $0.15 per share for a total price of $215,929.

In August 2018, a warrant holder, made a cashless exercise of 366,047 warrants, whereby the warrant holder disposed of 190,386 shares to the Company as part of this exercise, amounting to an issuance of 175,661 shares. See Note 6 - Stock Options, Restricted Stock and Warrants.

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NOTE 6 – STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS

During 2013, the Company adopted, and the shareholders approved, an incentive compensation plan (the “2013 Plan”) which served as the successor incentive compensation plan to a 2003 Stock Option Plan covering (i) 20,000,000 new shares of our common stock, plus (ii) the number of shares of our common stock subject to outstanding grants under the 2003 Plan as of the date of the 2013 Annual Meeting, plus (iii) the number of shares of our common stock remaining available for issuance under the 2003 Plan. Outstanding options for 7,990,000 shares of common stock have been issued under the 2013 Plan and the 2013 Plan will no longer be used for future grants.

On November 14, 2017, the Company’s Board of Directors adopted and in 2018 our shareholders ratified the 2017 Equity Incentive Plan (the “2017 Plan”) which provides for the issuance of awards covering 13,000,000 shares of common stock under the Plan. The 2017 Plan provides that directors, officers, employees, and consultants of the Company will be eligible to receive equity incentives under the 2017 Plan at the discretion of the Board of Directors or the Compensation Committee of the Board of Directors (the “Compensation Committee”). The Compensation Committee may adopt rules and regulations to carry out the terms of the 2017 Plan. The Plan terminates on November 14, 2027 unless sooner terminated.

The 2017 Plan is administered by the Compensation Committee which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the 2017 Plan.

In connection with incentive stock options issuable under the 2017 Plan, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company).

Incentive stock options under all plans of the Company shall not exceed $1,000,000 per calendar year. If any employee shall have the right to first exercise any options in excess of $100,000 during any calendar year, the options in excess of $100,000 shall be deemed to be non-statutory stock options, including prices, duration, transferability and limitations on exercise.

The Company issued non-statutory stock options pursuant to contractual agreements with non-employees. Options granted under the agreements are expensed when the related service or product is provided.

Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgments.

During the nine months ended September 30, 2019 and 2018, the Company expensed $399,828 and $270,339, respectively, with respect to options.

The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted during the nine months ended September 30, 2019:

Risk Free Interest Rate		2.03	%
Expected Volatility		433.91	%
Expected Life (in years)		5.0
Dividend Yield		0	%
Weighted average estimated fair value of
options during the period	$	0.25

	Options Outstanding
					Weighted -
					Average		Aggregate
					Remaining		Intrinsic
			Weighted-		Contractual		Value
	Number of		Average		Term		(in 000’s)
		Shares		Exercise Price		(in years)		(1)
Balance as of December 31, 2018		18,613,529	$	0.14
Granted		1,500,000		0.18
Balance September 30, 2019		20,113,529	$	0.14
Exercisable at September 30, 2019		19,005,197	$	0.14		3.2	$	488

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. 

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The following table summarizes the activities for the Company’s unvested stock options for the nine months ended September 30, 2019:

	Unvested Options
	Weighted - Average
	Number of Unvested			Grant Date
	Options			Exercise Price
Balance December 31, 2018		2,016,666		$	0.18
Granted		1,500,000			0.18
Vested		(2,408,334	)		0.16
Balance September 30, 2019		1,108,332		$	0.21

During the nine months ended September 30, 2019, the Company amended the Consulting Agreement it has with its Chief Operating Officer and granted him options to purchase 1,000,000 shares of common stock with an exercise price of $0.195 that vest annually in equal increments over a two-year period.  Additionally, during the nine months ended September 30, 2019, the Company amended the Chief Operating Officer’s consulting agreement to provide, among other things, for a monthly consulting fee of $14,500 for services provided and to extend the term of the consulting agreement to March 1, 2021.

In August 2019, the Company entered into an amendment (the “Amendment”) to the Employment Agreement, dated August 15, 2017, with Patrick White, the Chief Executive Officer of the Company (the “Employment Agreement”), which Employment Agreement automatically renewed on July 16, 2019, effective on August 15, 2019. Pursuant to the Amendment, the term was reduced to one year and Mr. White agreed to defer receipt of sums due him to improve the Company’s liquidity. Mr. White was due to receive $100,000 on August 15, 2019 representing deferred salary (the “Deferral Amount”) that he had previously agreed to defer over the two years of the initial term of his Employment Agreement. In the Amendment, Mr. White agreed to extend receipt of the Deferral Amount until August 15, 2020. In addition, he agreed to continue deferring 25% of his base salary over the one-year term until August 15, 2020. In connection with entering into the Amendment, the Company granted Mr. White 500,000 five-year fully vested incentive stock options under the Company’s 2017 Equity Incentive Plan exercisable at $0.14 per share.

The following table summarizes the activities for the Company’s warrants for the nine months ended September 30, 2019:

	Warrants Outstanding
	Number of Shares			Weighted- Average Exercise Price		Weighted - Average Remaining Contractual Term in years)		Aggregate Intrinsic Value (in 000's) (1)
Balance, December 31, 2018		22,240,833		$	0.31
Exercised		(200,000	)		0.15
Expired		(78,225	)		0.26
Balance, September 30, 2019		21,962,608		$	0.32
Exercisable at September 30, 2019		21,962,608		$	0.32		3.0	$	-

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.10 for our common stock on September 30, 2019.

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In May 2019, a former director made a cashless exercise of 200,000 warrants, whereby the warrant holder disposed of 128,226 shares of common stock to the Company as part of this exercise, amounting to an issuance of 71,774 shares of common stock.

NOTE 7 – CONCENTRATIONS

Revenue

For the three and nine months ended September 30, 2019, one customer represented 90% and 93% of revenues, respectively.

Accounts Receivable

As of September 30, 2019, one customer represented 20% of accounts receivable and one customer represented 76% of accounts receivable.

NOTE 8 – SUBSEQUENT EVENTS

In October 2019, the Company issued 33,333 shares of restricted common stock in relation to investor relation services.

In November 2019, the Company issued 280,000 shares of restricted common stock in relation to consulting services.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

VerifyMe, Inc. (“VerifyMe,” the “Company,” “we” or “us”) is a developmental stage technology solutions provider specializing in brand protection functions such as counterfeit prevention, authentication, serialization, track and trace features for labels, packaging and products. Leveraging our covert luminescent pigment, RainbowSecure®, which we began commercializing in 2018, we also developed the patent pending VeriPAS™ software system in 2018, which covertly and overtly serializes products to track a products “life cycle” for brand owners. We believe VeriPAS™ is the only invisible covert serialization and authentication solution deployed through variable digital printing on HP Indigo printing systems with a smartphone tracking and authentication system. VeriPAS™ is capable of fluorescing, decoding, and verifying invisible RainbowSecure® codes in the field – designed to allow investigators to quickly and efficiently authenticate product throughout the distribution chain, including warehouses, ports of entry, retail locations, and product purchased over the internet for inspection and investigative actions. This technology is coupled with a secure cloud based track and trace software engine which allows brands and investigators to see where products originate and where they are deployed with geo location mapping and intelligent programable alerts. Brand owners access the VeriPAS™ software over the internet. Brand owners can then set rules of engagement, establish marketing programs for customer engagement and control, and monitor and protect their products “life cycle.” We have not yet derived any revenue from our VeriPAS™ software system and have derived minimal revenue from the sale of our RainbowSecure® technology.

Our brand protection technologies involve the utilization of invisible and color changing inks, which are compatible with today’s printing presses. In 2017, we signed a five-year contract with the Indigo Division of HP Inc. (“HP Indigo”) to print this technology on packages and labels on their 6000 series digital presses. In 2019, we entered into a strategic partnership with INX International Ink Company, the third largest producer of inks in North America, to co-develop inkjet inks to be used for inkjet printing in combination with high speed, high volume label and packaging printing presses. In addition, the inks may be used with certain printing systems such as offset, flexographic, silkscreen, gravure, and toner based laser printers. Based upon our experience, we believe that the ink technologies may be incorporated into existing manufacturing processes. Further, we believe that some of our patents may have non-security applications that we may attempt to commercialize in the future.

We believe that our brand protection will play a role in the supply chain management process. Our invisible ink can be used as a unique identifier in a digital serialization application.

Serialization or unique identification helps brand owners identify who manufactured the product, which wholesaler has sold the product to retailers or hospitals and other pertinent information concerning the product’s supply chain.  The implementation of serialization and track and trace provides the ability to track and trace the lifecycle of products in the system end-to-end.  Our invisible ink is applied during the printing process of product labels and packaging and can be used as a unique invisible serialization identifying number or code on labels and packaging.   The invisibleness of our ink acts as an additional layer of security since the ink needs to be revealed with special equipment.

A track and trace system improves security by:

· Knowing the life cycle of a product or prescription drug, from where it is manufactured, who is repackaging it, who is distributing it, when it is prescribed and when it is sold.

· Meeting accurate regulatory and compliance requirement questions such as “What, Where, When and Who.” 

· Locating product or batches and precisely where they are distributed.

· Enabling the option to recall a particular product or entire batches which are reported as having a product/batch failure or having not met standards.

· Identifying if the product or drug is counterfeit, stolen, contaminated, etc.

· Knowing about the multi-container packaging item level details.

· Identifying same code scan clusters by GPS location to identify possible counterfeiting.

Track and trace works in the following ways:

· Generate and print unique codes, serialization number or barcodes, on product labels and/or packaging during the printing process.

· Codes are purchased and then a digital file is generated for a digital printing press or digital ink jet device to print the variable numbers or codes contained in the file on labels and packaging.

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· The unique codes are applied at the point of product fulfillment and scanned throughout the supply chain, including at the point of dispensing to the consumer, and ultimately by the consumer to ensure it is authentic or engage the consumer for additional data and/or marketing.

· Capture unique serialization number and store in centralized database (distributed or non-distributed).

· Update serialization data in electronic product code information services (“EPCIS”) centralized database.

· Distributors, wholesalers, repackagers and retail stores have the ability to validate the visible serialization when they use a smart phone application to perform authentication reviews, monitor product life cycle and/or transactions.

Each time a transaction for serialized drugs is carried out, the transaction drug history is updated in the e-pedigree system.

Our technologies include the following products:

RainbowSecure® technology was our first technology to be patented. It combines an invisible ink with a proprietary tuned laser to enable counterfeit products to be exposed. In 2017, we signed a five-year contract with HP Indigo to print this technology on packages and labels on their 6000 series digital presses. In December 2017, we signed a contract with Micro Focus International PLC (“Micro Focus”) to use RainbowSecure® in their Global Product Authentication, Track and Trace system (software).

In May 2019, we entered into a strategic partnership with INX International Ink Company, the third largest producer of inks in North America, to co-develop inkjet inks to be used for inkjet printing in combination with high speed, high volume label and packaging printing presses. The technology also features a unique double layer of security which remains entirely covert at all times and provides licensees with additional protection. RainbowSecure® is particularly well-suited to closed and controlled environments, such as casinos that want to verify transactions within a specific area, labels, packaging, textiles, plastics and metal products which need authentication. The specially formulated inks will enable these printing presses to print our RainbowSecure® invisible ink technology, which includes our variable VeriPAS™ serialization, track and trace technology. We have not yet derived any revenue from our VeriPAS™ software system and have derived minimal revenue from the sale of our RainbowSecure® technology.

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VeriPAS^TM  technology combines the covert identifier of RainbowSecure® with the Micro Focus Track and Trace software which provides brand owners geographical business intelligence on counterfeiting as well as the ability to authenticate labels, packaging and products. Based on our discussions with other serialization, track and trace software providers, we expect to add alternatives to clients beyond the Micro Focus Global Protected Authentication System (“GPAS”). This technology is currently being co-marketed with RainbowSecure® and our Smart Phone Authenticator™ product. Several clients are in the testing stage with this product. To date, we have not derived revenue from this technology.

SecureLight® technology was developed as a result of our investment in new proprietary color changing inks that could penetrate broader markets. During the past decade, we have refined our technology and its applications, and now have what we believe to be the easiest, most cost effective and efficient authentication technology available in the world today. Our technology, known as SecureLight®, takes advantage of the new ubiquitous energy efficient fluorescent lighting to change the color of ink, resulting in hundreds of new applications ranging from credit cards to driver’s licenses, passports, stock certificates, clothing labels, currency, ID cards, and tax stamps. The technology can also be used to protect apparel, pharmaceuticals, and virtually any other physical product, such as fabrics, plastics, ceramics and metal. In 2018, we received notice that patents involving this technology were approved in various European nations. We are attempting to commercialize this product.

SecureLight+® technology combines the covert characteristics of RainbowSecure® and the overt characteristics of SecureLight®. This provides a solution which can be authenticated in two different ways - by proprietary tuned laser devices, and also by anyone with fluorescent lighting, including end consumers. In 2018, we received notice that patents involving this technology were approved in various European nations. SecureLight+® has been successfully deployed in one country’s drivers’ licenses and another country’s voter registration card program. We have begun to commercialize this product. 

VeriPAS^TM Smart Phone Authenticator technology is a piece of hardware with a built in lighting system and software that scans invisible RainbowSecure® codes. Product investigators attach their smart phone to this device which then reveals the hidden RainbowSecure® images on the smart phone screen which are then sent to the VeriPAS^TM software in the cloud for authentication and data submission. These devices have been commercialized and are being leased to customers. Leases are typically one year in length.

VerifyMe Beeper technology is an authentication tool which we are marketing to customers in conjunction with our RainbowSecure® ink pigment. Authentication is provided in the form of an LED indicator, a camera device which reveals the hidden serialization numbers and codes on a viewing screen and an audible beeping device when placed on a label, product or package containing the RainbowSecure® technology. The hand held beeping device is tuned to authenticate the unique frequency of our RainbowSecure® invisible ink and will broadcast a beeping sound to confirm the authenticity when placed on products, labels and packaging containing our RainbowSecure® ink technology. The VerifyMe Beeper is designed for use by customers who desire instant authentication on items, such as event tickets at an entry gate. Our customized beeper will only positively identify a product bearing our unique anti-counterfeit solution. This technology is being commercialized and leased to customers.

Our digital technologies involve the utilization of multiple authentication mechanisms, some of which we own and some of which we license. These mechanisms include biometric factors, knowledge factors, possession factors and location factors. Biometric factors include facial recognition with liveness detection, finger print and voice recognition. Knowledge factors include a personal gesture swipe and a safe and panic color choice. Possession factors include devices that the user has in their possession such as a smartphone, smart watch, and other wearable computing devices. The location factors geo-locate the user during a secure login. We surround these authentication mechanisms with proprietary systems that improve the usability and the security of the solutions. Our solutions allow the assessment and quantification of risk using a sophisticated heuristic scoring mechanism. We have specialized systems that perform ‘liveness’ detection to insure the subject of authentication is in fact a live human being. We also have systems that introduce learning capabilities into our solutions to improve the ease of use and flexibility. We are continuing to develop and market this technology but it has not yet been commercialized.

Results of Operations

Comparison of the three months ended September 30, 2019 and 2018

The following discussion analyzes our results of operations for the three months ended September 30, 2019 and 2018.

Revenue

Revenue for the three months ended September 30, 2019 was $56,225, a 99% increase as compared to $28,273 for the three months ended September 30, 2018. The revenue primarily related to security printing with our authentication serialization technology for a large global brand owner. For the three months ended September 30, 2019, three customers represented 99% of revenues.

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Gross Profit

Gross profit for the three months ended September 30, 2019 was $47,754, compared to $15,992 for the three months ended September 30, 2018. The resulting gross margin was 84.9% for the three months ended September 30, 2019, compared to 56.6% for the three months ended September 30, 2018. This was a result of more efficient usage of our RainbowSecure® invisible ink. We believe our high gross profit margins demonstrate our business model’s ability to generate profitable growth.

General and Administrative Expenses

General and administrative expenses decreased by $6,814 to $350,851 for the three months ended September 30, 2019 from $357,665 for the three months ended September 30, 2018.  The decrease primarily related to continued efficiencies within the Company offset by an increase in non-cash stock based compensation.

Legal and Accounting

Legal and accounting fees decreased by $22,920 to $41,977 for the three months ended September 30, 2019 from $64,897 for the three months ended September 30, 2018. The decrease related primarily to a decrease in legal fees.

Payroll Expenses

Payroll expenses were $167,807 for the three months ended September 30, 2019, an increase of $90,143 from $77,664 for the three months ended September 30, 2018.  The increase related primarily to non-cash stock-based compensation and the transition of the Chief Financial Officer and Chief Technology Officer from consultants to part-time employees.

Research and Development

Research and development expenses were $804 and $73,843 for the three months ended September 30, 2019 and 2018, respectively. The decline is primarily due to investments in developing our VeriPAS^TM Smart Phone Authenticator technology in 2018 while in the three months ended September 30, 2019, our products were nearly completely developed.

Sales and Marketing

Sales and marketing expenses were $148,416 and $9,150 for the three months ended September 30, 2019 and 2018, respectively. The increase in sales and marketing expenses related to the hiring of our VP of Global Business Development and our increased participation in trade shows.

Operating Loss

Operating loss for the three months ended September 30, 2019 was $662,101, an increase of $94,874 compared to $567,227 for the three months ended September 30, 2018. The increase primarily related to an increase in non-cash stock-based compensation and the addition of our VP of Global Business Development offset by lower research and development costs.

Net Loss

Our net loss increased by $227,072 to $706,548 for the three months ended September 30, 2019 from $479,476 for the three months ended September 30, 2018. The increase primarily related to an increase in non-cash stock-based compensation and the addition of our VP of Global Business Development offset by lower research and development costs. The resulting loss per share for the three months ended September 30, 2019 was $0.01 per diluted share, compared to $0.00 per diluted share for the three months ended September 30, 2018.

Comparison of the Nine Months Ended September 30, 2019 and 2018

The following discussion analyzes our results of operations for the nine months ended September 30, 2019 and 2018.

Revenue

We generated revenue of $143,158 for the nine months ended September 30, 2019 compared to $35,072 for the nine months ended September 30, 2018. The revenue primarily related to security printing with our authentication serialization technology for a large global brand owner. For the nine months ended September 30, 2019, three customers represented 99% of revenues.

Gross Profit

Gross profit for the nine months ended September 30, 2019 was $112,835, compared to $20,791 for the nine months ended September 30, 2018. The resulting gross margin was 78.8% for the nine months ended September 30, 2019, compared to 59.3% for the nine months ended September 30, 2019. This was a result of more efficient usage of our RainbowSecure® invisible ink. We believe our high gross profit margins demonstrate our business model’s ability to generate profitable growth.

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General and Administrative Expenses

General and administrative expenses decreased by $377,271 to $1,001,728 for the nine months ended September 30, 2019 from $1,378,999 for the nine months ended September 30, 2018. The decrease resulted primarily from a decrease in non-cash charges related to restricted stock awards and stock options of approximately $50,000 while the remaining variance was primarily due to efficiencies within the Company.

Legal and Accounting

Legal and accounting fees decreased by $189,695 to $172,676 for the nine months ended September 30, 2019 from $362,371 for the nine months ended September 30, 2018. The decrease related primarily to a decrease in legal fees and a decrease in accounting fees related to the hiring of our Chief Financial Officer.

Payroll Expenses

Payroll expenses were $374,382 for the nine months ended September 30, 2019, an increase of $104,864 from $269,518 for the nine months ended September 30, 2018. The increase related primarily to non-cash stock-based compensation and the transition of the Chief Financial Officer and Chief Technology Officer from consultants to part-time employees. 

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Research and Development

Research and development expenses were $7,055 and $102,272 for the nine months ended September 30, 2019 and 2018, respectively. The decline is primarily due to investments in developing our VeriPAS^TM Smart Phone Authenticator technology in 2018, while in the nine months ended September 30, 2019, our products were nearly completely developed.

Sales and Marketing

Sales and marketing expenses were $400,717 and $17,217 for the nine months ended September 30, 2019 and 2018, respectively. The increase in sales and marketing relates to the hiring of our VP of Global Business Development and our increased participation in trade shows.

Operating Loss

Operating loss for the nine months ended September 30, 2019 was $1,843,723, a decrease of $265,863, compared to $2,109,586 for the nine months ended September 30, 2018 primarily related to great efficiencies within the Company, decreases in Research & Development offset by the increase related to the hiring of our VP of Global business Development and increased participation in trade shows.

Settlement agreement with shareholders

In the first half of 2018 we made a strategic decision to end a future revenue sharing program resulting in settlement expenses of $779,000 (the “Settlement Agreement”).

Net Loss

Our net loss decreased by $512,794 to $1,885,510 for the nine months ended September 30, 2019, from $2,398,304 for the nine months ended September 30, 2018. The decrease related primarily to the Settlement Agreement which occurred in the nine months ended March 31, 2018 resulting in a total expense of $779,000. The resulting loss per share for the nine months ended September 30, 2019 was $0.02 per diluted share, compared to $0.03 per diluted share for the nine months ended September 30, 2018.

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Liquidity and Capital Resources

Our operations used $1,355,119 of cash during the nine months ended September 30, 2019 compared to $1,987,465 during the comparable period in 2018, primarily due to a $500,000 payment made related to the Settlement Agreement during the nine months ended September 30, 2018.

Cash used in investing activities was $108,378 during the nine months ended September 30, 2019 compared to $46,913 during the nine months ended September 30, 2018, which was attributed primarily to software costs related to our products during the nine months ended September 30, 2019.

Cash provided by financing activities during the nine months ended September 30, 2019, was $461,307 compared to $3,465,649 during the nine months ended September 30, 2018.  During the nine months ended September 30, 2019 we issued convertible debt to two investors. During the nine months ended September 30, 2018, we sold common stock for gross proceeds of $1,154,211.  Additionally, we raised $2,311,438 from the exercise of warrants during the nine months ended September 30, 2018.

Since our inception, we have focused on developing and implementing our business plan. Our business plans are dependent on our ability to raise capital through private placements of our common stock and/or preferred stock, through the possible exercise of outstanding options and warrants, through debt financing and/or through future public offerings of our securities.  However, management cannot provide any assurances that we will be successful in accomplishing any of our plans. On September 19, 2019, we sold $600,000 of Debentures for gross proceeds of $540,000 after original issue discounts. As of September 18, 2019, we entered into the Securities Purchase Agreements with the purchasers, which provided for the issuance of up to an aggregate of $1.2 million in principal amount of Debentures in two $600,000 tranches: the first tranche as described above, and the second tranche, at the discretion of the purchasers and us, to occur any time after November 17, 2019. If, at any time after November 17, 2019, the purchasers elect not to consummate the closing of the second tranche, then we may raise up to $540,000 from additional investors (including our affiliates) who will have a security interest on a pari passu basis with the purchasers  in the first tranche, so long as such investors agree not to convert the securities received until the purchasers  in the first tranche have completely converted the Debentures or been fully repaid. As of November 9, 2019, we had cash resources of approximately $470,000, which we anticipate will fund our operations through January 2020. Our existing cash resources are not sufficient to sustain our operations during the next 12 months even if we raise an additional $540,000 in gross proceeds from the sale of the Convertible Debentures. We recently filed a Registration Statement with the Securities and Exchange Commission and, if our stock price rebounds from the current $0.0948 stock price, we anticipate conducting a public offering of our securities during the first quarter of 2020 because the public offering is contingent on our ability to meet Nasdaq’s listing requirements including market capitalization. We have been advised that a former affiliate and associates had sold, and may be planning to sell, substantial blocks of our stock which may have contributed to our current low stock price and may continue to affect it.  We can provide no assurance that our stock price will rebound which will adversely affect our ability to conduct the public offering.  We also may raise capital in other private offerings of our securities during the remainder of 2019 or first quarter of 2020.  We cannot assure you that we will be successful in completing the public offering or other private offerings of our securities to raise the additional capital we need.  The purchasers of our Convertible Debentures have a security interest that may make it harder to raise the needed capital through a private placement of our securities. If we are unable to raise the necessary capital, we will not be able to operate our business.

Cautionary Note Regarding Forward-Looking Statements

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the future success of our products and our liquidity.

The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include, among other things, statements about: 

· our ability to continue as a going concern and our history of losses;

· our ability to obtain additional financing, including through a possible public offering of our common stock;

· our business model and lack of significant revenues;

· our ability to generate future growth;

· our ability to prosecute, maintain or enforce our intellectual property rights;

· potential disputes or other developments relating to proprietary rights and claims of infringement;

· our estimates regarding expenses, future revenues and capital requirements;

· the implementation of our business model and strategic plans for our business and technology;

· the successful development of our sales and marketing capabilities;

· the potential markets for our products and our ability to serve those markets;

· the rate and degree of market acceptance of our products and any future products;

· our ability to retain key management personnel;

· regulatory developments and our compliance with applicable laws; and

· our liquidity.

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The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include our ability to raise capital, including through the issuance of our securities, close sales leads, begin meaningful marketing of our products, begin generating material revenue from our products and business relationships, our ability to close the second tranche of the Bridge Financing, defined below, and factors which affect the capital markets in general and microcap companies in particular. Further information on our risk factors is contained in our filings with the SEC, including our preliminary prospectus filed on October 10, 2019. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows and which require the application of significant judgment by management.

Revenue Recognition

We account for revenues according to ASC Topic 606, “Revenue from Contracts with Customers” which established principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers.

We apply the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligations are satisfied.

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Stock-based Compensation

We account for stock-based compensation under the provisions of FASB ASC 718, “Compensation—Stock Compensation,” which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, directors and non-employees based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method.

Recently Issued Accounting Pronouncements

Recently issued accounting pronouncements are discussed in Note 1 of the notes to the financial statements contained in this report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures. Our disclosure controls and procedures are designed to ensure information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the three months ended September 30, 2019, the end of the fiscal quarter covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30 2019, our disclosure controls and procedures were ineffective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting. There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None. 

ITEM 1A. RISK FACTORS.

Not required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On September 19, 2019, in connection with the initial tranche of the Bridge Financing, the Company issued the Debentures in an aggregate principal amount of $600,000 to the Purchasers, for aggregate gross proceeds of $540,000 after original issue discounts. The Purchasers also each received a commitment fee of 500,000 shares of restricted common stock. The securities issued in the initial tranche of the Bridge Financing were issued in reliance upon exemptions from registration requirements pursuant to Rule 506 under Regulation D as promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and/or Section 4(a)(2) of the Securities Act, and the rules promulgated thereunder, and pursuant to applicable state securities laws and regulations, relative to transactions by an issuer not involving a public offering.

In August 2019, the Company issued 33,333 shares of restricted common stock in relation to investor relation services.

In September 2019, the Company issued 33,333 shares of restricted common stock in relation to investor relation services.

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These securities were issued in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder relative to transactions by an issuer not involving any public offering. The recipient of the securities acquired the securities for its own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof.

Appropriate legends were affixed to the instruments representing such securities issued in such transactions.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6: EXHIBITS

EXHIBIT INDEX

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
3.1(a)	Articles of Incorporation, as amended	10-Q	August 19, 2015	3.1
3.1(b)	Second Amended Certificate of Designation for Series A Preferred Stock	8-K	June 18, 2015	3.2
3.1(c)	Certificate of Designation for Series B Preferred Stock	8-K	June 18, 2015	3.3
3.1(d)	Certificate of Withdrawal of Certificate of Designation for Series C and D Convertible Preferred Stock	10-Q	May 15, 2018	4.5
3.2	Amended and Restated Bylaws of VerifyMe, Inc.	8-K	August 15, 2017	3.1
4.1	Debenture dated September 18, 2019 with Peak One Opportunity Fund, LP	8-K	September 23, 2019	4.1
4.2	Debenture dated September 18, 2019 with TFK Investments, LLC	8-K	September 23, 2019	4.2
10.1	Securities Purchase Agreement dated September 18, 2019 with Peak One Opportunity Fund L.P.	8-K	September 23, 2019	10.1
10.2	Securities Purchase Agreement dated September 18, 2019 with TFK Investments, LLC	8-K	September 23, 2019	10.2
10.3	Security Agreement dated September 18, 2019 with Peak One Opportunity Fund L.P.	8-K	September 23, 2019	10.3
10.4	Security Agreement dated September 18, 2019 with TFK Investments, LLC	8-K	September 23, 2019	10.4
10.5	Amendment to the 2017 Equity Incentive Plan	8-K	April 29, 2019	10.1
10.6	Confidential Settlement Agreement, dated March 31, 2018, among VerifyMe, Inc., Paul F. Klapper, Stephen J. Silver, PFK Development Group, Ltd. and the other parties named therein +	10-K	April 16, 2018	10.30
10.7	Stock Purchase Agreement, dated March 31, 2018, among VerifyMe, Inc. and the parties named therein +	10-K	April 16, 2018	10.31
10.8	Second Amendment to Consulting Agreement with Keith Goldstein dated April 9, 2019 *	10-Q	August 14, 2019	10.5
10.9	Amendment to Employment Agreement with Patrick White dated August 13, 2019*	S-1	October 10, 2019	10.2
31.1	Certification of Principal Executive Officer (302)				Filed
31.2	Certification of Principal Financial Officer (302)				Filed
32.1	Certification of Principal Executive and Principal Financial Officer (906)				Furnished**
99.1	Irrevocable Proxy - Laurence Blickman				Filed
101.INS	XBRL Instance Document				Filed
101.SCH	XBRL Taxonomy Extension Schema Document				Filed
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				Filed

* Management contract or compensatory plan or arrangement.

** This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

+ Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VERIFYME, INC.
Date: November 14, 2019	By: /s/ Patrick White
	Patrick White
	Chief Executive Officer (Principal Executive Officer)
Date: November 14, 2019	By:  /s/ Margaret Gezerlis
	Margaret Gezerlis
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

29

EX-31

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Patrick White, certify that:

1.             I have reviewed this quarterly report on Form 10-Q of VerifyMe, Inc.;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.             The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)          Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.             The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2019

/s/ Patrick White

Patrick White

Chief Executive Officer

(Principal Executive Officer)

EX-31

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Margaret Gezerlis, certify that:

1.             I have reviewed this quarterly report on Form 10-Q of VerifyMe, Inc.;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.             The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)          Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.             The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2019

/s/ Margaret Gezerlis

Margaret Gezerlis

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of VerifyMe, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof, I, Patrick White, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

2. The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Patrick White

Patrick White

Chief Executive Officer

(Principal Executive Officer)

Dated: November 14, 2019

In connection with the quarterly report of VerifyMe, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof, I, Margaret Gezerlis, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 

1. The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

2. The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Margaret Gezerlis

Margaret Gezerlis

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Dated: November 14, 2019

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to VerifyMe, Inc. and will be retained by VerifyMe, Inc. and furnished to the SEC or its staff upon request.

EX-99.1

Exhibit 99.1

IRREVOCABLE PROXY

I, Laurence Blickman (“Blickman”), individually, as trustee of and/or on behalf of the Blickman 2005 Family Trust, Laurence J. Blickman ’91 Trust, Laurence J. Blickman Defined Benefit Plan, and Blickman SEP Individual Retirement Account, and any other account or entity he, directly or indirectly, controls, in consideration of $10.00 and other good and valuable consideration received from Verify Me, Inc., a Nevada corporation (“VRME”), as to all shares of VRME common stock owned of record or beneficially by me now (the “Shares”), hereby revoke any previous proxies and irrevocably appoint the Board of Directors of VRME (the “Board”), effective from the date hereof, as my proxy with the power to appoint any substitute to represent and to vote (the Shares in connection with any annual, special or other meeting of, or consent or other vote of, VRME’s shareholders). This proxy shall expire at 11:59 pm New York, NY time 90 days from September 5, 2019. Notwithstanding this irrevocable proxy, VRME shall have no right to vote or consent with respect to (i) Shares which are publicly sold under Rule 144 under the Securities Act of 1933; (ii) Shares which are sold to an unaffiliated third party in a private offering; or (iii) any proposal with respect to a merger or consolidation, the sale of all or substantially all of VRME’s assets, the dissolution or winding up of VRME, any increase VRME’s capital stock or any proposal that disproportionately favors one or more shareholders or one or more classes of shareholders over other shareholders. The foregoing proxy given to the Board by me is irrevocable and coupled with an interest. I agree that this proxy is intended to comply with all applicable laws regarding the validity and enforceability of proxies created hereby. I shall from time to time use my commercially reasonable efforts, when requested by VRME, to ensure such compliance. During the period this irrevocable proxy remains in effect, I shall not vote any Shares then held by me on any matter including those covered by clause (iii) in the above paragraph and I shall not, directly or indirectly, assign my voting rights ( other than by virtue of selling any Shares) whether by proxy or otherwise with respect to those matters.

During the period that this irrevocable proxy is in effect, VRME agrees to cause its counsel at its sole cost to issue legal opinions under Rule 144 beginning September 7, 2019 to the effect that the Shares may be publicly sold without volume or other restrictions which apply to affiliates during the period that this irrevocable proxy is in effect and that following satisfactory evidence of sale, the restrictive legend may be removed. I understand that the Shares must be sold prior to the restrictive legend being removed from the certificates and the stock transfer records. VRME agrees that it shall expeditiously issue any instructions to the stock transfer agent and if there is any delay in its counsel issuing its legal opinions or if such counsel fails to issue such opinions it shall cause its stock transfer agent to accept opinions of counsel submitted by me and will reimburse me for the reasonable cost of such opinion.

Dated: September 5, 2019	/s/ Laurence Blickman
	Laurence Blickman, individually and in the capacities listed above

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STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 2) - Nonvested Stock Options [Member]	9 Months Ended
	Sep. 30, 2019 USD ($) $ / shares shares
Number of Unvested Options
Balance, Beginning | shares	2,016,666
Granted | shares	1,500,000
Vested | shares	(2,408,334)
Balance, Ending | shares	1,108,332
Weighted-Average Grant Date Exercise Price
Balance, Beginning | $ / shares	$ 0.18
Granted | $ / shares	0.18
Vested | $ / shares	0.16
Balance, Ending | $ / shares	$ 0.21
Aggregate Intrinsic Value
Exercisable | $		[1]

[1] The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.10 for our common stock on September 30, 2019.

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CONVERTIBLE DEBT (Details Narrative) - USD ($)		3 Months Ended	9 Months Ended
	Sep. 19, 2019	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018
Convertible debt	$ 600,000	$ 380,218	$ 380,218
Debentures for gross proceeds	540,000
Description of debt conversion			If any portion of the Debentures are outstanding on the 181st calendar day after the Effective Date, then the conversion price shall equal the lesser of (a) $0.15, (b) the QPI Discounted Price, or (c) 70% of the lowest volume-weighted average price (as reported by Bloomberg LP) of the common stock on any trading day during the 20 trading days immediately preceding the date of conversion of the Debenture (provided, further, that if either we are not DWAC operational at the time of conversion, the common stock is traded on the OTC Pink at the time of conversion, or the conversion price is less than $0.01 per share, then 70% will automatically adjust to 60%).
Description of debt redemption			So long as no event of default has occurred and is continuing under the Debentures, we may at our option call for redemption all or part of the Debentures prior to the maturity date, upon not more than two calendar days written notice, for an amount equal to: (i) if the redemption date is 90 calendar days or less from the date of issuance of the Debentures, 110% of the sum of the principal amount; (ii) if the redemption date is greater than or equal to 91 calendar days from the date of issuance of the Debentures and less than or equal to 150 calendar days from the date of issuance of the Debentures, 120% of the sum of the principal amount; (iii) if the redemption date is greater than or equal to 151 calendar days from the date of issuance of the Debentures and less than or equal to 180 calendar days from the date of issuance of the Debentures, 125% of the sum of the principal amount; and (iv) if either (1) the Debentures are in default but the holder consents to the redemption notwithstanding such default or (2) the redemption date is greater than or equal to 181 calendar days from the date of issuance of the Debentures, 130% of the sum of the principal amount.
Amortization of debt discount			$ 8,696
Fair value of embedded derivative liability		171,425	171,425
Common stock issued in relation to Bridge Financing		70,100	70,100
Transaction costs		78,693	78,693
Original issue discount			$ 60,000
Public Offering [Member]
Description of debt			Each Purchaser is entitled, at any time, to convert all or any portion of the outstanding principal amount of its Debenture(s) plus any accrued interest into restricted shares of common stock. If we consummate a public offering within 180 calendar days of the Effective Date, then the conversion price will be the lesser of (a) $0.15 or (b) 70% multiplied of the price per share of the common stock we issue in the public offering (the “QPI Discounted Price”), subject to further adjustment as provided in the Debenture as well as subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. Further, if we consummate a public offering of common stock which results in us receiving gross proceeds of at least $5 million within 180 calendar days of the Effective Date then we are obligated to repay the outstanding amounts owed under the Debentures, to the extent they are not converted and including the applicable redemption premium then in effect, within three days of consummation of such an offering.
Securities Purchase Agreement [Member] | Two Purchasers [Member]
Principal amount	$ 1,200,000
Description of debt tranche issuer	The Purchasers elect not to consummate the closing of the second tranche, then we may raise up to $600,000 from additional investors (including our affiliates) who will have a security interest on a pari passu basis with the Purchasers in the first tranche, so long as such investors agree not to convert the securities received until the Purchasers in the first tranche have completely converted the Debentures or been fully repaid.
Securities Purchase Agreement [Member] | Two Purchasers [Member] | First Tranche [Member]
Issuance of the debt tranche	$ 600,000
Maturity date	Sep. 18, 2020
Interest rate	18.00%
Securities Purchase Agreement [Member] | Two Purchasers [Member] | Second Tranche [Member]
Issuance of the debt tranche	$ 600,000
Securities Purchase Agreement [Member] | Bridge Financing [Member]
Commitment fee		$ 5,000	$ 5,000
Description of fee			The placement agent for the Debentures received a cash fee of 8% of the gross proceeds received at each closing and is entitled to receive warrants for 5% of the total number of securities received by the holders upon the conversion of the Debentures, or upon the conversion value of the Debentures if the Debentures are cash settled. These warrants will be exercisable at a price per share equal to 110% of the price of the securities paid by the Purchasers and will expire in five years.
Securities Purchase Agreement [Member] | Bridge Financing [Member] | Restricted Stock [Member]
Shares issued during period			500,000

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INTANGIBLE ASSETS (Details Narrative)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019 USD ($) Number	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($) Number	Sep. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Finite-Lived Intangible Assets [Line Items]
Capitalized software costs | $			$ 141,656		$ 70,231
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Number of patents granted	10		10
Number of pending patents	4		4
Number of trademarks	4		4
Number of pending trademarks	8		8
Amortization method			Straight-line basis
Patents [Member] | Foreign [Member]
Finite-Lived Intangible Assets [Line Items]
Number of trademarks	1		1
Patents [Member] | Europe [Member]
Finite-Lived Intangible Assets [Line Items]
Number of patents granted	1		1
Patents [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated lives of intangible assets			17 years
Patents [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated lives of intangible assets			19 years
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization method			Straight-line basis
Patents And Trademark [Member]
Finite-Lived Intangible Assets [Line Items]
Capitalized patent costs and trademarks | $			$ 36,953	$ 16,690
Amortization expense | $	$ 5,662	$ 5,034	$ 17,297	$ 15,928

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Nature of the Business

Nature of the Business

The Company was incorporated in the State of Nevada on November 10, 1999. The Company is based in Rochester, New York and its common stock, par value $0.001 per share, is traded on the over-the-counter market and quoted on the OTCQB.

The Company is a developmental stage technology solutions provider specializing in brand protection functions such as counterfeit prevention, authentication, serialization, track and trace features for labels, packaging and products. Leveraging our covert luminescent pigment, RainbowSecure®, which we began commercializing in 2018, we also developed the patent pending VeriPAS™ software system in 2018, which covertly and overtly serializes products to track a product’s “life cycle” for brand owners. We believe VeriPAS™ is the only invisible covert serialization and authentication solution deployed through variable digital printing on HP Indigo printing systems with a smartphone tracking and authentication system. VeriPAS™ is capable of fluorescing, decoding, and verifying invisible RainbowSecure® codes in the field – designed to allow investigators to quickly and efficiently authenticate product throughout the distribution chain, including warehouses, ports of entry, retail locations, and product purchased over the internet for inspection and investigative actions. This technology is coupled with a secure cloud based track and trace software engine which allows brands and investigators to see where products originate and where they are deployed with geo location mapping and intelligent programable alerts. Brand owners access the VeriPAS™ software over the internet. Brand owners can then set rules of engagement, establish marketing programs for customer engagement and control, and monitor and protect their products “life cycle.” We have not yet derived any revenue from our VeriPAS™ software system and have derived minimal revenue from the sale of our RainbowSecure® technology.

The accompanying unaudited interim financial statements (the “Interim Statements”) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U. S. generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The Interim Statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2019.  The accompanying Interim Statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The interim results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods.

The Company’s activities are subject to significant risks and uncertainties, including the need to secure additional funding for working capital and to further develop the Company’s intellectual property.

Basis of Presentation

Basis of Presentation

The accompanying financial statements are presented in accordance with GAAP.

Revenue Recognition

Revenue Recognition

The Company accounts for revenues according to Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

· identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligations are satisfied.

During the three and nine months ended September 30, 2019, the Company’s revenues consisted of revenue primarily generated from customer’s printing labels utilizing the Company’s technology.

Equity-linked Financial Instruments

Equity-linked Financial Instruments

Certain of the Company’s debt instruments include embedded derivatives that require bifurcation from the host contract under the provisions of ASC 815, Derivatives and Hedging. Under this guidance, the Company recognizes the embedded derivatives at fair value and records a gain or loss resulting from the change in fair values at the end of each reporting period. In connection with issuance of the Debentures, described in Note 4 – Convertible Debt, after March 17, 2020, the Company could become contingently obligated to issue shares potentially in excess of its authorized share limit. Consequently, the ability to settle these obligations with shares would be unavailable causing these and other share-settled obligations to potentially be settled in cash. The Company applies a sequencing policy regarding share settlement wherein equity-linked financial instruments with the earliest issuance date would be settled first. Thus, all equity-linked financial instruments, which are convertible or exercisable into common stock, issued concurrent or subsequent to the Debentures are classified as derivative liabilities, with the exception of instruments related to employee share-based compensation.

Sequencing

Sequencing

As of September 19, 2019, the Company adopted a sequencing policy whereby all future equity-linked instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors.

Basic and Diluted Net Income per Share of Common Stock

Basic and Diluted Net Income per Share of Common Stock

The Company follows FASB ASC 260, “Earnings Per Share,” when reporting earnings per share resulting in the presentation of basic and diluted earnings per share.  Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. 

For each of the three and nine months ended September 30, 2019 and 2018, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For each of the three and nine months ended September 30, 2019, there were approximately 56,699,000 anti-dilutive shares consisting of 20,114,000 shares issuable upon exercise of options, 21,963,000 shares issuable upon exercise of warrants, 7,222,000 shares issuable upon conversion of preferred stock and 4,400,000 shares issuable upon conversion of convertible debentures.  For the three and nine months ended September 30, 2018, there were approximately 41,237,000 anti-dilutive shares consisting of 18,014,000 shares issuable upon exercise of options, 9,909,000 shares issuable upon exercise of warrants and 13,314,000 shares issuable upon conversion of preferred stock. 

Going Concern

Going Concern

The Company has suffered recurring losses from operations and negative cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management's plans to continue as a going concern include raising additional capital through increased sales of product and and raising additional capital through incurrence of debt and the sale of our common stock and other equity securities. On September 19, 2019, the Company received net proceeds of $461,307 from the Bridge Financing, described below in Note 4 – Convertible Debt. The Company’s business plans are dependent on the ability to raise capital through private placements of our common stock and/or preferred stock, through the possible exercise of outstanding options and warrants, through debt financing and/or through the future public offerings of our securities. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. As a result of the Bridge Financing, the Company’s existing cash resources are sufficient to sustain our operations through December 2019. The Company needs to raise additional funds in the future in order to remain operational past that date.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements.

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STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 5 – STOCKHOLDERS’ EQUITY

For each of the three and nine months ended September 30, 2019, the Company expensed $0 relative to restricted stock units. For the three and nine months ended September 30, 2018 the Company expensed $0 and $8,625, respectively, relative to restricted stock units.

During the nine months ended September 30, 2019, the Company granted a total of 1,200,000 restricted stock awards to five directors of the Company for their services. The restricted stock awards vest in equal quarterly installments over a one-year period. On February 27, 2019, three directors resigned from the Company’s Board of Directors, effective March 1, 2019. This resulted in a cancellation of 320,000 shares related to the portion of the unvested restricted stock awards these directors had received. On September 18, 2019 a director resigned from the Company’s Board of Directors, effective immediately, resulting in a cancellation of 120,000 related to the portion of unvested restricted stock awards this director had received.

On March 15, 2019, we engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement (the "Agreement"). Pursuant to the Agreement, we agreed to pay in advance of services a monthly fee of $5,000 in shares of restricted common stock to the consulting firm for consulting services. The number of shares to be issued will be calculated based on the closing price of our common shares on the 1st or preceding day of each month, if the 1st were to fall on a weekend or holiday. However, if the stock were to trade below $0.15, the calculation would be based on $0.15. The shares shall not have registration rights, and the shares may be sold subject to Rule 144. During the nine months ended September 30, 2019, the Company issued 171,324 shares of restricted common stock for a total expense of $26,167 related to these services.

The Company expensed $84,434 and $168,654 in costs related to restricted stock awards for the three and nine months ended September 30, 2019, respectively. For the three and nine months ended September 30, 2018, the Company expensed $160,077 and $386,856, respectively, relative to restricted common stock.

On May 29, 2019, a former director completed a cashless exercise of 200,000 warrants and was issued 71,774 shares of the Company’s common stock. See Note 6 – Stock Options, Restricted Stock and Warrants.

During the nine months ended September 30, 2019, the Company issued 600,000 shares of restricted common stock for a total expense of $77,000related to consulting services. During the nine months ended September 30, 2018, the Company issued 169,500 shares of restricted common stock for a total expense of $44,120 related to consulting services.

On September 19, 2019, in connection with the Bridge Financing, the Company issued a total of 1,000,000 restricted shares of common stock with a fair value of $70,100. See Note 4 – Convertible Debt.

During the nine months ended September 30, 2018, 37,500 restricted stock units vested in relation to a consulting services agreement and a total of $8,625 was expensed.

During the nine months ended September 30, 2018, the Company granted a total of 600,000 shares of restricted common stock awards to two directors of the Company, each receiving 300,000 shares of restricted common stock upon joining the Board of Directors. On April 25, 2018, the Company approved the immediate vesting of all of the Company’s outstanding restricted common stock issued in 2017 and 2018 to non-employee directors of the Company.

During the three months ended September 30, 2018, the Company granted a total of 1,425,000 shares of restricted common stock to the directors and the Chief Executive Officer of the Company for their services and 150,000 shares to one attorney, that vested quarterly over a one-year period.

In 2017, the Company authorized a private placement with a maximum offering amount of $2,100,000 allowing investors to purchase units consisting of 715,000 shares of common stock and 715,000 five-year warrants exercisable at $0.15 per share. In January 2018 the Company’s Board of Directors increased the size of the private placement. During the nine months ended September 30, 2018, the Company raised gross proceeds of $1,154,211 for the purchase of 16,513,311 shares of common stock and 16,513,311 warrants. Of these amounts, gross proceeds of $530,777 for the purchase of 7,590,111 shares of common stock and 7,590,111 warrants related to purchases by directors and relatives of the directors of the Company.

In January 2018, the Chairman of the Board of Directors, made a cashless exercise of 5,000,000 options related to services rendered in 2017, resulting in the issuance of 4,027,778 shares of common stock. See Note 6 – Stock Options, Restricted Stock and Warrants.  On January 30, 2018, the Company authorized a 30-day offer, beginning on February 20, 2018, to the holders of the Company’s outstanding warrants exercisable at $0.15 to exercise their warrants at $0.10 per share.  This authorization was extended until the latter of 30 days after the receipt of all Investment Letters, as defined below, in connection with the Settlement Shares, as defined below, or September 30, 2018.  For the nine months ended September 30, 2018, 20,764,860 shares of warrants were exercised and a total of 20,764,860 shares of common stock were issued for gross proceeds of $2,076,486. Included in the above amounts are gross proceeds of $1,205,458 from directors which resulted in 12,054,576 warrants converted into the issuance of 12,054,576 common stock. The offer to exercise $0.15 warrants at $0.10 per share expired on September 30, 2018 and the Company did not extend the offer.

In January 2018, a member of the Board exercised 104,876 warrants with an exercise price of $0.15 and a total of 104,876 shares of common stock were issued for gross proceeds of $15,731.

On March 31, 2018, the Company entered into a Confidential Settlement Agreement (the “Settlement Agreement”) with Paul Klapper, a member of the Company’s Board at that time, and certain other parties named in the Settlement Agreement. Pursuant to the terms of the Settlement Agreement, the Company (i) paid a total of $500,000 (the “Settlement Amount”) to a fund controlled by Paul Klapper and an additional party, and (ii) issued a total of 1,000,000 shares of the Company’s common stock to the fund and the third party (the “Settlement Shares”). The shares were valued at $279,000 whereby $139,500 related to common stock issued to a related party and $139,500 related to common stock issued to a third party. The Settlement Agreement provides for cancellation as of March 31, 2018 of certain revenue sharing agreements between the Company and each of Mr. Klapper (or an affiliate) and the third party, and terminates the Company’s obligation to issue warrants to purchase 3.7 million shares of the Company’s common stock at an exercise price of $0.40 per share. Mr. Klapper joined the Board of Directors on July 14, 2017 and resigned as of March 31, 2018.

In January 2018, the Company issued 1,749,683 shares of common stock and 1,749,683 warrants with an exercise price of $0.15 to Mr. Klapper relating to the Note payable conversion that took place in June 2017.

 On March 28, 2018, the Company accelerated the vesting of 150,000 shares of restricted common stock owned by Mr.  Klapper.

In April 2018, the former Chief Executive Officer of the Company exercised his warrants at an exercise price of $0.01 for gross proceeds of $1,000 resulting in an issuance of 100,000 shares.

On July 27, 2018 the Company cancelled 607,143 shares as a result of an over-issuance of shares to an investor in connection with the Company’s 2017 exchange. 

On July 31, 2018, a member of the Board exercised 1,439,524 warrants held by an entity under his control at an exercise price of $0.15 per share for a total price of $215,929.

In August 2018, a warrant holder, made a cashless exercise of 366,047 warrants, whereby the warrant holder disposed of 190,386 shares to the Company as part of this exercise, amounting to an issuance of 175,661 shares. See Note 6 - Stock Options, Restricted Stock and Warrants.

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CONVERTIBLE PREFERRED STOCK

9 Months Ended

Sep. 30, 2019

Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]

CONVERTIBLE PREFERRED STOCK

NOTE 3 – CONVERTIBLE PREFERRED STOCK

The Company is authorized to issue Series A Convertible Preferred Stock, par value of $0.001 per share (the “Series A”) and Series B Convertible Preferred Stock, par value of $0.001 per share (the “Series B”). As of September 30, 2019, there were no shares of Series A outstanding and 0.85 of a share of Series B outstanding. Each share of Series A and Series B has limited voting rights, is entitled to participate with the common stock on liquidation and holders of Series A and Series B are subject to beneficial ownership limitations.

Series A Convertible Preferred Stock

During the nine months ended September 30, 2019, 304,778 shares of Series A were converted into 6,095,569 shares of the Company’s common stock.

During the nine months ended September 30, 2018, 20,000 shares of Series A were converted into 400,000 shares of the Company’s common stock.

Series B Convertible Preferred Stock

During the nine months ended September 30, 2018, 0.07 of a share of Series B was converted into 599,362 shares of the Company’s common stock.

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 11, 2019
Lease Agreement Term
Entity Registrant Name	VerifyMe, Inc.
Entity Central Index Key	0001104038
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Reporting Status Current	Yes
Entity File Number	000-31927
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	NY
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		111,215,166
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

XML

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,885,510)	$ (2,398,304)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	103,167	44,120
Fair value of options and warrants issued in exchange for services	399,828	270,339
Fair value of restricted stock and restricted stock units issued in exchange for services	168,654	395,481
Gain on accounts payable forgiveness		(402,248)
Share-based payment for settlement agreement with shareholders		279,000
Gain on derecognition of note payable and accrued interest		(86,667)
Amortization of debt discount	8,696
Change in Fair Value of Embedded Derivative	36,109
Amortization and depreciation	17,297	15,928
Changes in operating assets and liabilities:
Accounts Receivable	(21,042)	(28,462)
Deposit on Equipment	(163,090)
Inventory	4,020	(35,102)
Prepaid expenses and other current assets	(4,200)
Accounts payable and accrued expenses	(19,048)	(41,550)
Net cash used in operating activities	(1,355,119)	(1,987,465)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Patents	(36,953)	(16,690)
Capitalized Software Costs	(71,425)	(30,223)
Net cash used in investing activities	(108,378)	(46,913)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible debt, net of costs	461,307
Proceeds from exercise of warrants		2,311,438
Proceeds from sale of common stock		1,154,211
Net cash provided by financing activities	461,307	3,465,649
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(1,002,190)	1,431,271
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	1,673,201	693,001
CASH AND CASH EQUIVALENTS - END OF PERIOD	671,011	2,124,272
Cash paid during the period for:
Interest
Income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Common Stock issued in relation to convertible debt	70,100
Recognition of embedded derivative liability	171,425
Cashless Exercise of Stock Options		4,028
Cashless Exercise of Warrants	72	176
Common Stock and Warrants Issued for Common Stock Payable		122,478
Series A Convertible Preferred Stock [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Convertible Preferred Stock converted to common stock	6,096	400
Series B Convertible Preferred Stock [Member]
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Convertible Preferred Stock converted to common stock		$ 599

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2019

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

In October 2019, the Company issued 33,333 shares of restricted common stock in relation to investor relation services.

In November 2019, the Company issued 280,000 shares of restricted common stock in relation to consulting services.

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CONVERTIBLE DEBT

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

CONVERTIBLE DEBT

NOTE 4 – CONVERTIBLE DEBT

	September 30, 2019
Convertible Debentures, due September 18, 2020:
Principal value	$	600,000
Debt discount		(371,522	)
Carrying value of convertible notes		228,478
Total short-term carrying value of Convertible Debentures	$	228,478

Embedded Derivative Liability:
Fair value of derivative liability, December 31, 2018	$	-
Fair value of derivative liability at issuance recorded as debt Discount		171,425
Change in fair value of derivative liability		36,109
Fair value of derivative liability, September 30, 2019	$	207,534

On September 19, 2019, we completed the closing of $600,000 of secured Convertible Debentures (the “Debentures”) for gross proceeds of $540,000 after original issue discounts. As of September 18, 2019 (the “Effective Date”), we entered into two substantially identical securities purchase agreements (the “Securities Purchase Agreements”) with two purchasers (the “Purchasers”), which provided for the issuance of up to an aggregate of $1.2 million in principal amount of Debentures (the “Bridge Financing”) of which the first tranche of $600,000 has been issued. The Securities Purchase Agreements provided for the issuance of the Debentures due one year from the dates of issuance in two $600,000 tranches: the first tranche as described above, and the second tranche, at the discretion of the Purchasers and us, to occur any time after November 17, 2019. If, at any time after November 17, 2019, the Purchasers elect not to consummate the closing of the second tranche, then we may raise up to $600,000 from additional investors (including our affiliates) who will have a security interest on a pari passu basis with the Purchasers in the first tranche, so long as such investors agree not to convert the securities received until the Purchasers in the first tranche have completely converted the Debentures or been fully repaid.

In connection with the Bridge Financing, each of the Purchasers received commitment fees of $5,000 and 500,000 restricted shares (the “Commitment Shares”) of our common stock. The placement agent for the Debentures received a cash fee of 8% of the gross proceeds received at each closing and is entitled to receive warrants for 5% of the total number of securities received by the holders upon the conversion of the Debentures, or upon the conversion value of the Debentures if the Debentures are cash settled. These warrants will be exercisable at a price per share equal to 110% of the price of the securities paid by the Purchasers and will expire in five years.

The first tranche of the Debentures will mature on September 18, 2020, and may be redeemed by us prior to the maturity date as described below. All unpaid principal due and payable on the maturity date will be paid in the form of common stock. Any principal or interest that is due under each of the Debentures, which is not paid by the respective maturity date, will bear interest at the rate of 18% per annum until it is satisfied in full.

The Debentures are senior secured obligations secured pursuant to the terms of security agreements dated as of September 18, 2019 (the “Security Agreements”) by all of the Company’s assets.

Each Purchaser is entitled, at any time, to convert all or any portion of the outstanding principal amount of its Debenture(s) plus any accrued interest into restricted shares of common stock. If we consummate a public offering within 180 calendar days of the Effective Date, then the conversion price will be the lesser of (a) $0.15 or (b) 70% multiplied of the price per share of the common stock we issue in the public offering (the “QPI Discounted Price”), subject to further adjustment as provided in the Debenture as well as subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. Further, if we consummate a public offering of common stock which results in us receiving gross proceeds of at least $5 million within 180 calendar days of the Effective Date then we are obligated to repay the outstanding amounts owed under the Debentures, to the extent they are not converted and including the applicable redemption premium then in effect, within three days of consummation of such an offering.

If any portion of the Debentures are outstanding on the 181st calendar day after the Effective Date, then the conversion price shall equal the lesser of (a) $0.15, (b) the QPI Discounted Price, or (c) 70% of the lowest volume-weighted average price (as reported by Bloomberg LP) of the common stock on any trading day during the 20 trading days immediately preceding the date of conversion of the Debenture (provided, further, that if either we are not DWAC operational at the time of conversion, the common stock is traded on the OTC Pink at the time of conversion, or the conversion price is less than $0.01 per share, then 70% will automatically adjust to 60%).

The Debentures are subject to a “conversion blocker” such that the each of the Purchasers cannot convert the Debentures to the extent that the conversion would result in the Purchaser and its affiliates holding more than 4.99% of the outstanding common stock (which the Purchaser can increase to 9.99% upon at least 61 days prior written notice to us).

So long as no event of default has occurred and is continuing under the Debentures, we may at our option call for redemption all or part of the Debentures prior to the maturity date, upon not more than two calendar days written notice, for an amount equal to: (i) if the redemption date is 90 calendar days or less from the date of issuance of the Debentures, 110% of the sum of the principal amount; (ii) if the redemption date is greater than or equal to 91 calendar days from the date of issuance of the Debentures and less than or equal to 150 calendar days from the date of issuance of the Debentures, 120% of the sum of the principal amount; (iii) if the redemption date is greater than or equal to 151 calendar days from the date of issuance of the Debentures and less than or equal to 180 calendar days from the date of issuance of the Debentures, 125% of the sum of the principal amount; and (iv) if either (1) the Debentures are in default but the holder consents to the redemption notwithstanding such default or (2) the redemption date is greater than or equal to 181 calendar days from the date of issuance of the Debentures, 130% of the sum of the principal amount.

The Debentures include an adjustment provision that, subject to certain exceptions, reduces, at the Purchaser’s option, the conversion price if we issue common stock or common stock equivalents (including in variable rate transactions) at a price lower than the then-current conversion price of the Debentures. Any reverse stock split of our outstanding shares will also result in an adjustment of the conversion price of the Debentures. 

The Securities Purchase Agreements contain customary representations, warranties and covenants. In addition, pursuant to the Securities Purchase Agreements, the Purchasers were granted piggy-back registration rights such that, from September 18, 2019 until the earlier of March 18, 2021 or the date the Debentures have been converted and/or repaid in the entirety, if we contemplate making an offering of our common stock or securities convertible into our common stock registered for sale under the Securities Act of 1933, as amended, or propose to file a registration statement covering any of our securities (other than a registration statement filed by us within 45 days of the signing closing date with the placement agent in the Bridge Financing acting as the underwriter), then each of the Purchasers will have the right to include all or a pro rata share of its Commitment Shares, the common stock issuable upon conversion of the Debentures (the “Conversion Shares”), and, to the extent applicable, any other shares of capital stock or other securities of ours that are issued upon exchange of Conversion Shares and/or restricted stock held by the Purchaser (collectively, the “Purchaser’s Securities”).

The conversion option, the QPI put and the put exercisable upon certain financing events are embedded derivatives that are collectively bifurcated at fair value, with subsequent changes in fair value recognized in the Statement of Operations. The fair value estimate is a Level 3 measurement as defined by ASC Topic 820, Fair Value Measurements and Disclosures, as it is based on significant inputs not observable in the market. The Company estimated the fair value of the monthly payment provision using a Monte Carlo Simulation, with 10,000 trials, with the following key inputs:

	September 30, 2019
Stock price	$0.08-$0.10
Terms (years)	0.97-1.00
Volatility	153.9%-158.2%
Risk-free rate	1.75%-1.87%
Probability of QPI	50%

The Company recorded a total of $380,218 debt discount upon the closing of Convertible Debt, including the $171,425 fair value of the embedded derivative liability, $70,100 fair value of the common stock issued, $78,693 of direct transaction costs incurred, and $60,000 original issue discount. The Debt discount is amortized to interest expense over the term of the loan. Amortization of the debt discount associated with the Debentures was $8,696 for the three-month and nine-month periods ended September 30, 2019 and was included in interest expense in the accompanying Statements of Operations. 

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Sep. 19, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock, par value		$ 0.001		$ 0.001		$ 0.001
Anti-dilutive common stock equivalents, excluded from the calculation of earnings per share		56,699,000	41,237,000	56,699,000	41,237,000
Receivable of net proceeds					$ 1,154,211
Secured Convertible Debentures	$ 600,000
Bridge Financing [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Receivable of net proceeds	$ 461,307
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock equivalents, excluded from the calculation of earnings per share		20,114,000	18,014,000	20,114,000	18,014,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock equivalents, excluded from the calculation of earnings per share		21,963,000	9,909,000	21,963,000	9,909,000
Preferred Share Agreements [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock equivalents, excluded from the calculation of earnings per share		7,222,000	13,314,000	7,222,000	13,314,000
Convertible Debentures [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common stock equivalents, excluded from the calculation of earnings per share		4,400,000		4,400,000

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Statements of Operations (Unaudited) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
NET REVENUE
Sales		$ 56,225	$ 28,273	$ 143,158	$ 35,072
COST OF SALES		8,471	12,281	30,323	14,281
GROSS PROFIT		47,754	15,992	112,835	20,791
OPERATING EXPENSES
General and administrative	[1]	350,851	357,665	1,001,728	1,378,999
Legal and accounting		41,977	64,897	172,676	362,371
Payroll expenses	[1]	167,807	77,664	374,382	269,518
Research and development		804	73,843	7,055	102,272
Sales and marketing	[1]	148,416	9,150	400,717	17,217
Total Operating Expenses		709,855	583,219	1,956,558	2,130,377
LOSS BEFORE OTHER INCOME (EXPENSE)		(662,101)	(567,227)	(1,843,723)	(2,109,586)
OTHER (EXPENSE) INCOME
Interest income (expenses), net	[1]	(8,338)	1,084	(5,678)	1,367
Change in fair value of embedded derivative		(36,109)		(36,109)
Gain on derecognition of note payable and accrued interest			86,667		86,667
Settlement agreement with shareholders					(779,000)
Gain on accounts payable forgiveness					402,248
TOTAL OTHER INCOME (EXPENSE)		(44,447)	87,751	(41,787)	(288,718)
NET LOSS		$ (706,548)	$ (479,476)	$ (1,885,510)	$ (2,398,304)
LOSS PER SHARE
BASIC (in dollars per share)		$ (0.01)	$ (0.00)	$ (0.02)	$ (0.03)
DILUTED (in dollars per share)		$ (0.01)	$ (0.00)	$ (0.02)	$ (0.03)
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING
BASIC (in shares)		98,137,735	101,186,416	98,209,139	91,453,702
DILUTED (in shares)		98,137,735	101,186,416	98,209,139	91,453,702

[1] Includes share-based compensation of $322,641 and $671,649 for the three and nine months ended September 30, 2019 and $204,227 and $709,940 for the three and nine months ended September 30, 2018.

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INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE 2 – INTANGIBLE ASSETS

Patents and Trademarks

The current patent and trademark portfolios consist of 10 granted U.S. patents and 1 granted European patent validated in 4 countries, 4 pending US and foreign patent applications, 4 registered U.S. trademarks, 1 registered EU foreign registration, and 8 pending U.S. and foreign trademark applications.  Costs associated with the registration and legal defense of the patents have been capitalized and are amortized on a straight-line basis over the estimated lives of the patents which were determined to be 17 to 19 years. During the nine months ended September 30, 2019 and 2018, the Company capitalized $36,953 and $16,690, respectively, of patent and trademarks costs. Amortization expense for patents and trademarks was $5,662 and $5,034 for the three months ended September 30, 2019 and 2018, respectively, and $17,297 and $15,928 for the nine months ended September 30, 2019 and 2018, respectively.

Capitalized Software

Costs incurred in connection with the development of software related to our proprietary digital products are accounted for in accordance with the Financial Accounting Standards Board ASC 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market. Amortization of capitalized software costs begins once the product is available to the market. Capitalized software costs are amortized over the estimated life of the related product, generally three years, using the straight-line method. The Company will evaluate its software assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company had capitalized software costs of $141,656 and $70,231 as of September 30, 2019 and December 31, 2018, respectively. The Company has not incurred a depreciation charge because the software was not available for use as of September 30, 2019. The Company expects the software to be available for use in the fourth quarter of 2019.

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STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 1) - Employee Stock Option [Member]	9 Months Ended
	Sep. 30, 2019 USD ($) $ / shares shares
Number of Shares
Balance, beginning | shares	18,613,529
Granted | shares	1,500,000
Balance, ending | shares	20,113,529
Exercisable | shares	19,005,197
Weighted Average Exercise Price
Balance, beginning | $ / shares	$ 0.14
Granted | $ / shares	0.18
Balance, ending | $ / shares	0.14
Exercisable | $ / shares	$ 0.14
Weighted Average Remaining Contractual Term
Exercisable	3 years 2 months 12 days
Aggregate Intrinsic Value
Exercisable | $	$ 488	[1]

[1] The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company's common stock for options that were in-the-money at each respective period.

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CONVERTIBLE DEBT (Details 2) - Fair Value, Inputs, Level 3 [Member]	9 Months Ended
	Sep. 30, 2019
Stock Price [Member] | Minimum [Member]
Embedded Derivative Liability, Measurement Input	0.08
Stock Price [Member] | Maximum [Member]
Embedded Derivative Liability, Measurement Input	0.10
Volatility [Member] | Minimum [Member]
Embedded Derivative Liability, Measurement Input	153.9
Volatility [Member] | Maximum [Member]
Embedded Derivative Liability, Measurement Input	158.2
Risk-Free Rate [Member] | Minimum [Member]
Embedded Derivative Liability, Measurement Input	1.75
Risk-Free Rate [Member] | Maximum [Member]
Embedded Derivative Liability, Measurement Input	1.87
Probability of QPI [Member]
Embedded Derivative Liability, Measurement Input	50
Terms [Member] | Minimum [Member]
Embedded Derivative, Term	11 months 19 days
Terms [Member] | Maximum [Member]
Embedded Derivative, Term	1 year

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SUBSEQUENT EVENTS (Details Narrative) - shares	1 Months Ended
	Nov. 30, 2019	Oct. 31, 2019
Restricted Stock [Member] | Investor Relation Services [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Restricted stock awards issued	280,000	33,333

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CONVERTIBLE DEBT (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Schedule of convertible debt.

	September 30, 2019
Convertible Debentures, due September 18, 2020:
Principal value	$	600,000
Debt discount		(371,522	)
Carrying value of convertible notes		228,478
Total short-term carrying value of Convertible Debentures	$	228,478

Embedded Derivative Liability:
Fair value of derivative liability, December 31, 2018	$	-
Fair value of derivative liability at issuance recorded as debt Discount		171,425
Change in fair value of derivative liability		36,109
Fair value of derivative liability, September 30, 2019	$	207,534

Schedule of estimated the fair value

The Company estimated the fair value of the monthly payment provision using a Monte Carlo Simulation, with 10,000 trials, with the following key inputs:

	September 30, 2019
Stock price	$0.08-$0.10
Terms (years)	0.97-1.00
Volatility	153.9%-158.2%
Risk-free rate	1.75%-1.87%
Probability of QPI	50%

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STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS

NOTE 6 – STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS

During 2013, the Company adopted, and the shareholders approved, an incentive compensation plan (the “2013 Plan”) which served as the successor incentive compensation plan to a 2003 Stock Option Plan covering (i) 20,000,000 new shares of our common stock, plus (ii) the number of shares of our common stock subject to outstanding grants under the 2003 Plan as of the date of the 2013 Annual Meeting, plus (iii) the number of shares of our common stock remaining available for issuance under the 2003 Plan. Outstanding options for 7,990,000 shares of common stock have been issued under the 2013 Plan and the 2013 Plan will no longer be used for future grants.

On November 14, 2017, the Company’s Board of Directors adopted and in 2018 our shareholders ratified the 2017 Equity Incentive Plan (the “2017 Plan”) which provides for the issuance of awards covering 13,000,000 shares of common stock under the Plan. The 2017 Plan provides that directors, officers, employees, and consultants of the Company will be eligible to receive equity incentives under the 2017 Plan at the discretion of the Board of Directors or the Compensation Committee of the Board of Directors (the “Compensation Committee”). The Compensation Committee may adopt rules and regulations to carry out the terms of the 2017 Plan. The Plan terminates on November 14, 2027 unless sooner terminated.

The 2017 Plan is administered by the Compensation Committee which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the 2017 Plan.

In connection with incentive stock options issuable under the 2017 Plan, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company).

Incentive stock options under all plans of the Company shall not exceed $1,000,000 per calendar year. If any employee shall have the right to first exercise any options in excess of $100,000 during any calendar year, the options in excess of $100,000 shall be deemed to be non-statutory stock options, including prices, duration, transferability and limitations on exercise.

The Company issued non-statutory stock options pursuant to contractual agreements with non-employees. Options granted under the agreements are expensed when the related service or product is provided.

Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgments.

During the nine months ended September 30, 2019 and 2018, the Company expensed $399,828 and $270,339, respectively, with respect to options.

The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted during the nine months ended September 30, 2019:

Risk Free Interest Rate		2.03	%
Expected Volatility		433.91	%
Expected Life (in years)		5.0
Dividend Yield		0	%
Weighted average estimated fair value of
options during the period	$	0.25

	Options Outstanding
					Weighted -
					Average		Aggregate
					Remaining		Intrinsic
			Weighted-		Contractual		Value
	Number of		Average		Term		(in 000’s)
		Shares		Exercise Price		(in years)		(1)
Balance as of December 31, 2018		18,613,529	$	0.14
Granted		1,500,000		0.18
Balance September 30, 2019		20,113,529	$	0.14
Exercisable at September 30, 2019		19,005,197	$	0.14		3.2	$	488

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. 

The following table summarizes the activities for the Company’s unvested stock options for the nine months ended September 30, 2019:

	Unvested Options
	Weighted - Average
	Number of Unvested			Grant Date
	Options			Exercise Price
Balance December 31, 2018		2,016,666		$	0.18
Granted		1,500,000			0.18
Vested		(2,408,334	)		0.16
Balance September 30, 2019		1,108,332		$	0.21

During the nine months ended September 30, 2019, the Company amended the Consulting Agreement it has with its Chief Operating Officer and granted him options to purchase 1,000,000 shares of common stock with an exercise price of $0.195 that vest annually in equal increments over a two-year period.  Additionally, during the nine months ended September 30, 2019, the Company amended the Chief Operating Officer’s consulting agreement to provide, among other things, for a monthly consulting fee of $14,500 for services provided and to extend the term of the consulting agreement to March 1, 2021.

In August 2019, the Company entered into an amendment (the “Amendment”) to the Employment Agreement, dated August 15, 2017, with Patrick White, the Chief Executive Officer of the Company (the “Employment Agreement”), which Employment Agreement automatically renewed on July 16, 2019, effective on August 15, 2019. Pursuant to the Amendment, the term was reduced to one year and Mr. White agreed to defer receipt of sums due him to improve the Company’s liquidity. Mr. White was due to receive $100,000 on August 15, 2019 representing deferred salary (the “Deferral Amount”) that he had previously agreed to defer over the two years of the initial term of his Employment Agreement. In the Amendment, Mr. White agreed to extend receipt of the Deferral Amount until August 15, 2020. In addition, he agreed to continue deferring 25% of his base salary over the one-year term until August 15, 2020. In connection with entering into the Amendment, the Company granted Mr. White 500,000 five-year fully vested incentive stock options under the Company’s 2017 Equity Incentive Plan exercisable at $0.14 per share.

The following table summarizes the activities for the Company’s warrants for the nine months ended September 30, 2019:

	Warrants Outstanding
	Number of Shares			Weighted-  Average  Exercise Price		Weighted -  Average  Remaining  Contractual Term  in years)		Aggregate Intrinsic Value  (in 000's) (1)
Balance, December 31, 2018		22,240,833		$	0.31
Exercised		(200,000	)		0.15
Expired		(78,225	)		0.26
Balance, September 30, 2019		21,962,608		$	0.32
Exercisable at September 30, 2019		21,962,608		$	0.32		3.0	$	-

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.10 for our common stock on September 30, 2019.

In May 2019, a former director made a cashless exercise of 200,000 warrants, whereby the warrant holder disposed of 128,226 shares of common stock to the Company as part of this exercise, amounting to an issuance of 71,774 shares of common stock.

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Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash and cash equivalents	$ 671,011	$ 1,673,201
Accounts Receivable	51,415	30,373
Deposits on Equipment	163,090
Prepaid expenses and other current assets	29,981	25,781
Inventory	37,962	41,982
TOTAL CURRENT ASSETS	953,459	1,771,337
INTANGIBLE ASSETS
Patents and Trademarks, net of accumulated amortization of $275,591 and $258,294 as of September 30, 2019 and December 31, 2018	228,705	209,049
Capitalized Software Costs	141,656	70,231
TOTAL ASSETS	1,323,820	2,050,617
CURRENT LIABILITIES
Convertible Debt, net of unamortized debt discount	228,478
Derivative Liability	207,534
Accounts payable and other accrued expenses	354,766	411,211
Accrued Payroll	106,438	69,041
TOTAL CURRENT LIABILITIES	897,216	480,252
STOCKHOLDERS' EQUITY
Common stock of $.001 par value; 675,000,000 authorized; 111,252,373 and 102,553,706 issued, 110,901,833 and 102,203,166 shares outstanding as of September 30, 2019 and December 31, 2018	110,902	102,203
Additional paid in capital	61,578,151	60,844,796
Treasury stock as cost (350,540 shares at September 30, 2019 and December 31, 2018)	(113,389)	(113,389)
Accumulated deficit	(61,149,060)	(59,263,550)
STOCKHOLDERS' EQUITY	426,604	1,570,365
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	1,323,820	2,050,617
Series A Convertible Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Convertible Preferred Stock		305
STOCKHOLDERS' EQUITY		305
Series B Convertible Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Convertible Preferred Stock
STOCKHOLDERS' EQUITY

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Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Treasury Stock [Member]	Accumulated Deficit [Member]	Series A Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Total
Balance at beginning at Dec. 31, 2017	$ 53,522	$ 56,198,126	$ (113,389)	$ (56,331,088)	$ 325		$ (192,504)
Balance at beginning (in shares) at Dec. 31, 2017	53,523,332				324,778	0.92
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Series A Convertible Preferred Stock	$ 400	(380)			$ (20)
Conversion of Series A Convertible Preferred Stock (in shares)	400,000				(20,000)
Conversion of Series B Convertible Preferred Stock	$ 599	(599)
Conversion of Series B Convertible Preferred Stock (in shares)	599,362					(0.07)
Sale of common stock	$ 15,906	1,138,305					1,154,211
Sale of common stock (in shares)	15,906,168
Settlement Agreement	$ 1,000	278,000					279,000
Settlement Agreement (in shares)	1,000,000
Conversion of notes payable	$ 1,750	120,728					122,478
Conversion of notes payable (in shares)	1,749,683
Exercise of Warrants	$ 22,608	2,288,830					2,311,438
Exercise of Warrants (in shares)	22,607,845
Common stock and warrants issued for services	$ 170	43,950					44,120
Common stock and warrants issued for services (in shares)	169,500
Cashless Exercise of Stock Options	$ 4,028	(4,028)
Cashless Exercise of Stock Options (in shares)	4,027,778
Fair value of stock option		270,339					270,339
Restricted Stock awards and Restricted Stock Units	$ 2,213	393,268					395,481
Restricted Stock awards and Restricted Stock Units (in shares)	2,212,500
Net loss				(2,398,304)			(2,398,304)
Balance at ending at Sep. 30, 2018	$ 102,196	60,726,539	(113,389)	(58,729,392)	$ 305		1,986,259
Balance at ending (in shares) at Sep. 30, 2018	102,196,168				304,778	0.85
Balance at beginning at Jun. 30, 2018	$ 101,165	60,305,122	(113,389)	(58,249,916)			2,043,287
Balance at beginning (in shares) at Jun. 30, 2018	101,165,202					0.85
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Series B Convertible Preferred Stock
Conversion of Series B Convertible Preferred Stock (in shares)	0
Sale of common stock	$ (607)	607
Sale of common stock (in shares)	(607,143)
Exercise of Warrants	$ 1,638	216,583					218,221
Exercise of Warrants (in shares)	1,638,109
Common stock and warrants issued for services	$ 2						2
Common stock and warrants issued for services (in shares)
Fair value of stock option		$ 44,151					44,151
Restricted Stock awards and Restricted Stock Units	160,076						160,076
Restricted Stock awards and Restricted Stock Units (in shares)
Net loss				(479,476)			(479,476)
Balance at ending at Sep. 30, 2018	$ 102,196	60,726,539	(113,389)	(58,729,392)	$ 305		1,986,259
Balance at ending (in shares) at Sep. 30, 2018	102,196,168				304,778	0.85
Balance at beginning at Dec. 31, 2018	$ 102,203	60,844,796	(113,389)	(59,263,550)	$ 305		1,570,365
Balance at beginning (in shares) at Dec. 31, 2018	102,203,166				304,778	0.85
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Series A Convertible Preferred Stock	$ 6,096	(5,791)			$ (305)
Conversion of Series A Convertible Preferred Stock (in shares)	6,095,569				(304,778)
Common stock issued for services	$ 771	102,396					103,167
Common stock issued for services (in shares)	771,324
Common stock issued in relation to Bridge Financing	$ 1,000	69,100					70,100
Common stock issued in relation to Bridge Financing (in shares)	1,000,000
Cashless Exercise of Warrants	$ 72	(72)
Cashless Exercise of Warrants (in shares)	71,774
Fair value of stock option		399,828					399,828
Restricted Stock awards and Restricted Stock Units	$ 760	167,894					168,654
Restricted Stock awards and Restricted Stock Units (in shares)	760,000
Net loss				(1,885,510)			(1,885,510)
Balance at ending at Sep. 30, 2019	$ 110,902	61,578,151	(113,389)	(61,149,060)			426,604
Balance at ending (in shares) at Sep. 30, 2019	110,901,833					0.85
Balance at beginning at Jun. 30, 2019	$ 109,322	61,186,990	(113,389)	(60,442,512)			740,411
Balance at beginning (in shares) at Jun. 30, 2019	109,321,833
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for services	$ 700	87,467					88,167
Common stock issued for services (in shares)	700,000
Common stock issued in relation to Bridge Financing	$ 1,000	69,100					70,100
Common stock issued in relation to Bridge Financing (in shares)	1,000,000
Fair value of stock option		150,040					150,040
Restricted Stock awards and Restricted Stock Units	$ (120)	84,554					84,434
Restricted Stock awards and Restricted Stock Units (in shares)	(120,000)
Net loss				(706,548)			(706,548)
Balance at ending at Sep. 30, 2019	$ 110,902	$ 61,578,151	$ (113,389)	$ (61,149,060)			$ 426,604
Balance at ending (in shares) at Sep. 30, 2019	110,901,833					0.85

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STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 3)	9 Months Ended
	Sep. 30, 2019 USD ($) $ / shares shares
Number of Shares
Balance, beginning | shares	22,240,833
Exercised | shares	(200,000)
Expired | shares	(78,225)
Balance, ending | shares	21,962,608
Exercisable | shares	21,962,608
Weighted Average Exercise Price
Balance, beginning	$ 0.31
Exercised	0.15
Expired	0.26
Balance, ending	0.32
Exercisable	$ 0.32
Weighted - Average Remaining Contractual Term
Exercisable	3 years
Aggregate Intrinsic Value:
Exercisable | $
Closing stock price	$ 0.10

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STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)										1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 19, 2019	Sep. 18, 2019	May 29, 2019	Mar. 15, 2019	Feb. 27, 2019	Aug. 31, 2018	Jul. 31, 2018	Jul. 27, 2018	Mar. 31, 2018	Apr. 30, 2018	Jan. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2017	Dec. 31, 2018	Mar. 28, 2018	Jan. 30, 2018
Warrants Issued													$ 1,154,211		$ 1,154,211
Warrant Exercise price (in dollars per share)																			$ 0.15
Shares issued during period value															1,154,211
Proceeds from issuance of convertible stock															$ 2,311,438
Common stock issued												111,252,373		111,252,373			102,553,706
Share-based payment for settlement agreement with shareholders									$ 279,000
Exercised total share price														200,000
Private Placement [Member]
Number of share cancelled								607,143
Proceeds From Issuance of Private Placement																$ 2,100,000
Warrant term																5 years
Third Party [Member]
Share-based payment for settlement agreement with shareholders									139,500
Related Party [Member]
Share-based payment for settlement agreement with shareholders									$ 139,500
Common Stock [Member]
Restricted stock awards granted												(120,000)		760,000	2,212,500
Common stock sold																715,000
Shares issued during period value													$ (607)		$ 15,906
Shares issued during period													(607,143)		15,906,168
Common Stock [Member] | Bridge Financing [Member]
Restricted stock units issued	1,000,000
Restricted stock units fair value	$ 70,100
Board of Director [Member]
Issuance of shares cashless exercise of options related to services			200,000								4,027,778
Proceeds from issuance of convertible stock															$ 2,076,486
Board of Director [Member] | Settlement Agreement [Member]
Warrant Exercise price (in dollars per share)									$ 0.40
Common stock issued									1,000,000
Amount of Settlement paid									$ 500,000
Number of common stock called by warrants (in shares)									3,700,000
Board of Director [Member] | Private Placement [Member]
Proceeds From Issuance of Private Placement															$ 530,777
Board of Director [Member] | Common Stock [Member]
Restricted stock awards granted															300,000
Common stock sold															20,764,860
Shares issued during period			71,774
Proceeds from issuance of convertible stock															$ 12,054,576
Shares issued to convert accounts payable											1,749,683
Board of Director [Member] | Common Stock [Member] | Common stock and warrant [Member]
Common stock sold															7,590,111
Restricted Stock Units (RSUs) [Member]
Restricted stock/Restricted stock units, Expense												$ 0	$ 0	$ 0	$ 8,625
Restricted Stock Units (RSUs) [Member] | Investor Relations and Advisory Agreement [Member]
Restricted stock/Restricted stock units, Expense														$ 26,167
Restricted stock units issued														171,324
Monthly fee				$ 5,000
Description of closing price of common shares				The number of shares to be issued will be calculated based on the closing price of our common shares on the 1st or preceding day of each month, if the 1st were to fall on a weekend or holiday. However, if the stock were to trade below $0.15, the calculation would be based on $0.15, and never a lower price than that.
Restricted Stock Units (RSUs) [Member] | Consulting Service Agreement [Member]
Restricted stock/Restricted stock units, Expense														$ 77,000	$ 44,120
Restricted stock units issued														600,000	169,500
Restricted stock vested, shares															37,500
Restricted stock vested, amount															8,625
Restricted Stock [Member]
Option vesting																		150,000
Restricted Stock [Member] | Five Director [Member]
Restricted stock awards granted														1,200,000
Restricted stock awards granted term														1 year
Restricted Stock [Member] | Three Director [Member]
Number of share cancelled					320,000
Restricted Stock [Member] | Consulting Service Agreement [Member]
Restricted stock/Restricted stock units, Expense												$ 84,434	$ 160,077	$ 168,654	$ 386,856
Restricted Stock [Member] | Two Director [Member]
Restricted stock awards granted															600,000
Restricted Stock [Member] | Director and Chief Executive Officer [Member]
Restricted stock vested, shares													150,000
Restricted stock awards granted													1,425,000
Restricted stock awards granted term													1 year
Unvested Restricted Stock [Member] | Director [Member]
Number of share cancelled		120,000
Warrant [Member]
Warrant term																5 years
Warrants Issued													$ 16,513,311		$ 16,513,311	$ 715,000
Warrant Exercise price (in dollars per share)																$ 0.15			$ 0.10
Warrant [Member] | Board of Director [Member]
Common stock sold															20,764,860
Warrant Exercise price (in dollars per share)							$ 0.15				$ 0.15
Proceeds from issuance of convertible stock															$ 1,205,458
Shares issued to convert accounts payable											1,749,683
Exercised total share price							1,439,524
Exercised total price							$ 215,929
Number of cashless exercise of warrants						366,047
Number of disposed share						190,386
Number of issuance share						175,661
Warrant [Member] | Board of Director [Member] | Common stock and warrant [Member]
Restricted stock awards granted															300,000
Common stock sold															7,590,111
Warrant [Member] | Member of Board [Member]
Shares issued during period value											$ 15,731
Shares issued during period											104,876
Employee Stock Option [Member] | Warrant [Member] | Chief Executive Officer (Patrick White) [Member]
Warrant Exercise price (in dollars per share)										$ 0.01
Shares issued during period value										$ 1,000
Shares issued during period										100,000
Employee Stock Option [Member] | Board of Director [Member]
Issuance of shares cashless exercise of options related to services											5,000,000

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CONVERTIBLE PREFERRED STOCK (Details Narrative) - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Preferred stock, voting rights		Each share of Series A and Series B has limited voting rights, is entitled to participate with the common stock on liquidation and holders of Series A and Series B are subject to beneficial ownership limitations.
Series A Convertible Preferred Stock [Member]
Convertible preferred stock, par value (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, outstanding (in shares)		0		304,778
Conversion of stock, shares converted (in shares)		304,778	20,000
Conversion of stock, shares converted (in shares)
Conversion of shares of preferred stock to common stock (in shares)		6,095,569	400,000
Series B Convertible Preferred Stock [Member]
Convertible preferred stock, par value (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, outstanding (in shares)		0.85		0.85
Conversion of stock, shares converted (in shares)
Conversion of stock, shares converted (in shares)			0.07
Conversion of shares of preferred stock to common stock (in shares)			599,362

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STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details)	9 Months Ended
	Sep. 30, 2019 $ / shares
Share-based Payment Arrangement [Abstract]
Risk Free Interest Rate	2.03%
Expected Volatility	433.91%
Expected Life (in years)	5 years
Dividend Yield	0.00%
Weighted average estimated fair value of options during the period	$ 0.25

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CONVERTIBLE DEBT (Details 1) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
Debt discount	$ (371,522)	$ (371,522)
Carrying value of convertible notes	228,478	228,478
Total short-term carrying value of convertible notes	228,478	228,478
Embedded Derivative Liability:
Fair value of derivative liability
Fair value of derivative liability at issuance recorded as debt Discount		171,425
Change in fair value of derivative liability	(36,109)	(36,109)
Fair value of derivative liability	$ 207,534	$ 207,534

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STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended	9 Months Ended
	May 29, 2019	Nov. 14, 2017	May 31, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option, expense					$ 399,828	$ 270,339
Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued during period				(607,143)		15,906,168
Cashless exercise of warrants (in shares)					71,774
Chief Operating Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted					1,000,000
Exercise price of unvested options (in dollars per share)					$ 0.195
Term of unvested options					2 years
Former Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued during period			71,774
Cashless exercise of warrants (in shares)			200,000
Former Director [Member] | Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cashless exercise of warrants (in shares)			128,226
Board of Director [Member] | Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued during period	71,774
Chief Operating Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Monthly fee					$ 14,500
Equity Incentive Plan 2017 [Member] | Board of Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued during period		13,000,000
Stock Options, Restricted Stock and Units, and Other Stock-based Awards [Member] | Stock Option 2013 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued during period					7,990,000
Stock Options, Restricted Stock and Units, and Other Stock-based Awards [Member] | Stock Option 2003 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to be granted under plan					20,000,000
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price, description					In connection with incentive stock options issuable under the 2017 Plan, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company).
Granted					1,500,000

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CONCENTRATIONS (Details Narrative) - One Customer [Member]	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Revenues [Member]
Concentration risk, percentage	90.00%	93.00%
Accounts Receivable [Member]
Concentration risk, percentage		20.00%
Accounts Receivable [Member]
Concentration risk, percentage		76.00%

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STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Tables)

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Schedule of weighted-average assumptions

The following table presents the weighted-average assumptions used to estimate the fair value of the stock options granted during the nine months ended September 30, 2019:

Risk Free Interest Rate		2.03	%
Expected Volatility		433.91	%
Expected Life (in years)		5.0
Dividend Yield		0	%
Weighted average estimated fair value of
options during the period	$	0.25

Schedule of stock option activity

	Options Outstanding
					Weighted -
					Average		Aggregate
					Remaining		Intrinsic
			Weighted-		Contractual		Value
	Number of		Average		Term		(in 000’s)
		Shares		Exercise Price		(in years)		(1)
Balance as of December 31, 2018		18,613,529	$	0.14
Granted		1,500,000		0.18
Balance September 30, 2019		20,113,529	$	0.14
Exercisable at September 30, 2019		19,005,197	$	0.14		3.2	$	488

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. 

Schedule of summary for the activities of unvested stock options

The following table summarizes the activities for the Company’s unvested stock options for the nine months ended September 30, 2019:

	Unvested Options
	Weighted - Average
	Number of Unvested			Grant Date
	Options			Exercise Price
Balance December 31, 2018		2,016,666		$	0.18
Granted		1,500,000			0.18
Vested		(2,408,334	)		0.16
Balance September 30, 2019		1,108,332		$	0.21

Schedule of warrant activity

The following table summarizes the activities for the Company’s warrants for the nine months ended September 30, 2019:

	Warrants Outstanding
	Number of Shares			Weighted-  Average Exercise  Price		Weighted - Average  Remaining Contractual  Term in years)		Aggregate Intrinsic Value (in 000's) (1)
Balance, December 31, 2018		22,240,833		$	0.31
Exercised		(200,000	)		0.15
Expired		(78,225	)		0.26
Balance, September 30, 2019		21,962,608		$	0.32
Exercisable at September 30, 2019		21,962,608		$	0.32		3.0	$	-

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.10 for our common stock on September 30, 2019.

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CONCENTRATIONS

9 Months Ended

Sep. 30, 2019

Risks and Uncertainties [Abstract]

CONCENTRATIONS

NOTE 7 – CONCENTRATIONS

Revenue

For the three and nine months ended September 30, 2019, one customer represented 90% and 93% of revenues, respectively.

Accounts Receivable

As of September 30, 2019, one customer represented 20% of accounts receivable and one customer represented 76% of accounts receivable.

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Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Accumulated amortization, patent and trademarks	$ 275,591	$ 258,294
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	675,000,000	675,000,000
Common stock, issued	111,252,373	102,553,706
Common stock, outstanding	110,901,833	102,203,166
Treasury stock, shares	350,540	350,540
Series A Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	37,564,767	37,564,767
Preferred stock, issued	0	304,778
Preferred stock, outstanding	0	304,778
Series B Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized	85	85
Preferred stock, issued	0.85	0.85
Preferred stock, outstanding	0.85	0.85

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of the Business

The Company was incorporated in the State of Nevada on November 10, 1999. The Company is based in Rochester, New York and its common stock, par value $0.001 per share, is traded on the over-the-counter market and quoted on the OTCQB.

The Company is a developmental stage technology solutions provider specializing in brand protection functions such as counterfeit prevention, authentication, serialization, track and trace features for labels, packaging and products. Leveraging our covert luminescent pigment, RainbowSecure®, which we began commercializing in 2018, we also developed the patent pending VeriPAS™ software system in 2018, which covertly and overtly serializes products to track a product’s “life cycle” for brand owners. We believe VeriPAS™ is the only invisible covert serialization and authentication solution deployed through variable digital printing on HP Indigo printing systems with a smartphone tracking and authentication system. VeriPAS™ is capable of fluorescing, decoding, and verifying invisible RainbowSecure® codes in the field – designed to allow investigators to quickly and efficiently authenticate product throughout the distribution chain, including warehouses, ports of entry, retail locations, and product purchased over the internet for inspection and investigative actions. This technology is coupled with a secure cloud based track and trace software engine which allows brands and investigators to see where products originate and where they are deployed with geo location mapping and intelligent programable alerts. Brand owners access the VeriPAS™ software over the internet. Brand owners can then set rules of engagement, establish marketing programs for customer engagement and control, and monitor and protect their products “life cycle.” We have not yet derived any revenue from our VeriPAS™ software system and have derived minimal revenue from the sale of our RainbowSecure® technology.

The accompanying unaudited interim financial statements (the “Interim Statements”) have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U. S. generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The Interim Statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2019.  The accompanying Interim Statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The interim results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods.

The Company’s activities are subject to significant risks and uncertainties, including the need to secure additional funding for working capital and to further develop the Company’s intellectual property.

Basis of Presentation

The accompanying financial statements are presented in accordance with GAAP.

Revenue Recognition

The Company accounts for revenues according to Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

• identify the contract with a customer;

• identify the performance obligations in the contract;

• determine the transaction price;

• allocate the transaction price to performance obligations in the contract; and

• recognize revenue as the performance obligations are satisfied.

During the three and nine months ended September 30, 2019, the Company’s revenues consisted of revenue primarily generated from customer’s printing labels utilizing the Company’s technology.

Equity-linked Financial Instruments

Certain of the Company’s debt instruments include embedded derivatives that require bifurcation from the host contract under the provisions of ASC 815, Derivatives and Hedging. Under this guidance, the Company recognizes the embedded derivatives at fair value and records a gain or loss resulting from the change in fair values at the end of each reporting period. In connection with issuance of the Debentures, described in Note 4 – Convertible Debt, after March 17, 2020, the Company could become contingently obligated to issue shares potentially in excess of its authorized share limit. Consequently, the ability to settle these obligations with shares would be unavailable causing these and other share-settled obligations to potentially be settled in cash. The Company applies a sequencing policy regarding share settlement wherein equity-linked financial instruments with the earliest issuance date would be settled first. Thus, all equity-linked financial instruments, which are convertible or exercisable into common stock, issued concurrent or subsequent to the Debentures are classified as derivative liabilities, with the exception of instruments related to employee share-based compensation.

Sequencing

As of September 19, 2019, the Company adopted a sequencing policy whereby all equity-linked instruments issued prior to the closing of the $600,000 secured Convertible Debentures on September 19, 2019 may be classified as equity and all future equity-linked instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors.

Basic and Diluted Net Income per Share of Common Stock

The Company follows FASB ASC 260, “Earnings Per Share,” when reporting earnings per share resulting in the presentation of basic and diluted earnings per share.  Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. 

For each of the three and nine months ended September 30, 2019 and 2018, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the years presented. For each of the three and nine months ended September 30, 2019, there were approximately 56,699,000 anti-dilutive shares consisting of 20,114,000 shares issuable upon exercise of options, 21,963,000 shares issuable upon exercise of warrants, 7,222,000 shares issuable upon conversion of preferred stock and 4,400,000 shares issuable upon conversion of convertible debentures.  For the three and nine months ended September 30, 2018, there were approximately 41,237,000 anti-dilutive shares consisting of 18,014,000 shares issuable upon exercise of options, 9,909,000 shares issuable upon exercise of warrants and 13,314,000 shares issuable upon conversion of preferred stock.  

Going Concern

The Company has suffered recurring losses from operations and negative cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management's plans to continue as a going concern include raising additional capital through increased sales of product and raising additional capital through incurrence of debt and the sale of our common stock and other equity securities. On September 19, 2019, the Company received net proceeds of $461,307 from the Bridge Financing, described below in Note 4 – Convertible Debt. The Company’s business plans are dependent on the ability to raise capital through private placements of our common stock and/or preferred stock, through the possible exercise of outstanding options and warrants, through debt financing and/or through the future public offerings of our securities. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. As a result of the Bridge Financing, the Company’s existing cash resources are sufficient to sustain our operations through December 2019. The Company needs to raise additional funds in the future in order to remain operational past that date. 

Recently Adopted Accounting Pronouncements

Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements.

Effective January 1, 2019, the Company adopted ASU No. 2016-02 – “Lease (Topic 842)” and the series of related Accounting Standards Updates that followed (collectively referred to as “Topic 842”) using the modified retrospective approach. The adoption of Topic 842 did not have a material impact on the Company’s financial statements.