[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
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Nevada
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84-1575085
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(State or Other Jurisdiction of Incorporation
or Organization)
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(IRS Employer Identification No.)
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Large accelerated filer
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[ ]
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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[X]
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Emerging growth company
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[ ]
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March 31,
2018
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December 31,
2017
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ASSETS
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Current
Assets:
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Cash
and cash equivalents
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$13,178
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$76,534
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Accounts
receivable, net
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56,837
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55,469
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Inventory,
net
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897,719
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1,176,101
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Prepaid
expenses and other current assets
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36,803
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80,918
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Total
Current Assets
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1,004,537
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1,389,022
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Property and Equipment, net
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4,662
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5,896
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Goodwill
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3,474,502
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3,474,502
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Total Assets
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$4,483,701
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$4,869,420
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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Current
Liabilities:
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Accounts
payable and accrued expenses
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$7,022,034
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$7,432,799
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Debt,
Short-term
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2,215,306
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764,563
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Derivative
liabilities
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8,337
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8,337
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Total
Current Liabilities
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9,245,677
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8,205,699
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Debt,
long-term
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1,115,000
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2,050,000
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Total
liabilities
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10,360,677
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10,255,699
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Commitments and
Contingencies (Note
5)
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Stockholders’
Deficit:
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Common
Stock, $0.001 par value, 300,000,000 shares authorized, 220,889,432
and 218,151,591 shares issued and outstanding at March 31, 2018 and
December 31, 2017, respectively
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220,890
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218,152
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Preferred
Stock – Series B (liquidation preference of $4 per share),
$0.001 par value, 2,750,000 shares authorized, 1,285,585 shares
issued and outstanding at March 31, 2018 and December 31,
2017
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1,285
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1,285
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Preferred
Stock – Series C (liquidation preference $100 per share),
$0.001 par value, 200,000 shares authorized, 105,704 shares
issued and outstanding at March 31, 2018 and December 31,
2017
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106
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106
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Preferred
Stock – Series D (liquidation preference $100 per share),
$0.001 par value, 50,000 shares authorized, 34,250 shares
issued and outstanding at March 31, 2018 and December 31,
2017
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34
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34
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Additional
paid in capital
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42,854,443
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42,635,493
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Accumulated
deficit
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(48,953,734)
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(48,241,349)
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Total
Stockholders’ Deficit
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(5,876,976)
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(5,386,279)
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Total Liabilities and Stockholders’ Deficit
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$4,483,701
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$4,869,420
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Three
Months Ended
March 31,
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2018
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2017
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Net
Sales
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$301,626
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$1,529,752
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Cost
of Sales
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309,505
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973,613
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Gross
(Loss) Profit
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(7,879)
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556,139
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Operating
Expenses
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Selling and
marketing
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176,140
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1,583,531
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General and
administrative
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872,999
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1,417,908
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Total operating
expenses
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1,049,139
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3,001,439
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Operating
Loss
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(1,057,018)
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(2,445,300)
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Other
Income (Expense)
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Change in fair
value of derivative liabilities
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-
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2,243,518
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Interest
(expense)
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(64,267)
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(20,538)
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Other income
(expense)
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408,900
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(47,954)
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Total Other
Income
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344,633
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2,175,026
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NET LOSS
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(712,385)
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(270,274)
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Declared dividends on Preferred Stock
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64,279
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64,644
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Net
loss attributable to common stockholders
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$(776,664)
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$(334,918)
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Net
loss per common share, basic and diluted
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$(0.00)
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$(0.00)
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Weighted
average common shares outstanding, basic and diluted
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220,643,334
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146,976,287
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Three
Months Ended
March
31,
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2018
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2017
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net
loss
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$(712,385)
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$(270,274)
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Adjustments to
reconcile net loss to net cash used in operating
activities
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Depreciation
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1,234
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1,333
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Amortization
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-
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30,000
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Accretion of debt
discount
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17,862
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-
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Provision for bad
debt expense
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103,522
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8,030
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Change in estimated
fair value of derivative liabilities
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-
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(2,243,518)
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Fair value of stock
issued for services
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-
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360,500
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Stock based
compensation
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220,009
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83,227
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Change in operating
assets and liabilities:
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Accounts
receivable, net
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(104,890)
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(460,491)
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Inventory
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278,382
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(474,019)
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Prepaid expenses
and other current assets
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44,115
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(261,817)
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Accounts payable
and accrued expenses
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(409,336)
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1,143,852
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Net
cash used in operating activities
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(561,487)
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(2,083,177)
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CASH
FLOWS FROM FINANCING ACTIVITIES
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Proceeds from
issuance of Series D Preferred Stock, net
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-
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3,675,000
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Net borrowingson
line-of-credit facility
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83,131
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68,120
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Proceeds from notes
payable
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415,000
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-
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Net
cash provided by financing activities
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498,131
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3,743,120
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NET (DECREASE) INCREASE IN CASH
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(63,356)
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1,659,943
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CASH AND CASH
EQUIVALENTS- beginning of
period
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76,534
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224,876
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CASH AND CASH
EQUIVALENTS- end of
period
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$13,178
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$1,884,819
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SUPPLEMENTAL
DISCLOSURES
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Interest paid in
cash
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$432
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$20,538
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Non-cash
financing and investing activities:
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Conversion of
preferred stock to common stock
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$-
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$2,766
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Dividends paid in
common stock
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$65,708
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$66,080
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Dividends declared
but unpaid
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$64,279
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$64,644
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Debt discount
recorded in connection with borrowings on debt
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$250
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$-
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Warrants issued in
connection with preferred offering
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$-
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$2,262,334
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Warrants exchanged
for common stock
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$-
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$5,743,681
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Warrants issued for
services
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$-
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$29,000
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March 31,
2018
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December 31,
2017
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Purchased
materials
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$28,067
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$29,012
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Finished
goods
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962,652
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1,240,089
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Allowance
for obsolescence reserve
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(93,000)
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(93,000)
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Total
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$897,719
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$1,176,101
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Warrants
Outstanding
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Weighted Average
Exercise Price
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Outstanding, December 31, 2017
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11,982,864
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$0.17
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Granted
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1,383,334
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0.15
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Exercised
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-
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-
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Expired
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(1,474,436)
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0.32
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Outstanding, March 31, 2018
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11,891,762
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$0.15
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Warrants Outstanding
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Weighted Average
Exercise Price Per Share
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Weighted Average
Remaining Life (Yrs.)
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11,464,129
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$0.15
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3.42
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427,633
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0.19
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2.47
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11,891,762
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$0.15
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3.39
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2018
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Expected
life
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30
months
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Estimated
volatility
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75%
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Risk-free
interest rate
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1.1%
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Dividends
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-
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Options
Outstanding
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Weighted Average
Exercise Price
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Options outstanding at December 31, 2017
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41,770,782
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$0.080
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Exercised
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-
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-
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Granted
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200,000
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0.025
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Forfeited
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(20,635,847)
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0.07
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Expired
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-
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-
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Options outstanding at March 31, 2018
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21,334,935
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$0.030
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Restricted Common Stock Awards
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Outstanding, December 31, 2017
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3,354,061
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Granted
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-
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Issued
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-
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Forfeited
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(551,977)
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Outstanding, March 31, 2018
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2,802,084
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Amount
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Outstanding, December 31, 2017
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$10,953
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Net
Borrowings
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83,131
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Outstanding March 31, 2018
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$94,084
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Amount
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Outstanding, December 31, 2017
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$2,803,610
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Borrowings
on secured notes
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415,000
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Recording
of debt discount on secured notes
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(250)
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Amortization
of debt discount to interest expense
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17,862
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Outstanding March 31, 2018
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$3,236,222
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Level 1
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Level 2
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Level 3
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Total carrying value
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Quoted market prices in active markets
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Internal Models with significant observable market
parameters
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Internal models with significant unobservable market
parameters
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Derivative
liabilities – March 31, 2018
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$8,337
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$-
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$-
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$8,337
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Derivative
liabilities – December 31, 2017
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$8,337
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$-
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$-
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$8,337
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Recurring Fair Value Measurements
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Changes in Fair Value
Included in Net Income
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Other Income
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Other Expense
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Total
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Derivative
liabilities – March 31, 2018
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$-
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$-
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$-
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Derivative
liabilities – March 31, 2017
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$2,243,518
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$-
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$2,243,518
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December 31, 2017
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Recorded New Derivative
Liabilities
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Reclassification of Derivative Liabilities to Additional Paid in
Capital
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Change in Estimated Fair Value Recognized in Results of
Operations
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March 31, 2018
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Derivative
liabilities
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$8,337
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$-
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$-
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$-
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$8,337
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December 31, 2016
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Recorded New Derivative
Liabilities
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Reclassification of Derivative Liabilities to Additional Paid in
Capital
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Change in Estimated Fair Value Recognized in Results of
Operations
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March 31, 2017
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Derivative
liabilities
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$5,792,572
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$2,291,334
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$(5,743,681)
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$(2,243,518)
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$96,707
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2018
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2017
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Deferred
tax asset –NOL’s
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$10,300,000
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$13,200,000
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Less
valuation allowance
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(10,300,000)
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(13,200,000)
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Net
deferred tax asset
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$-
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$-
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Product Category
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Three Months Ended
March 31, 2018
(% of Sales)
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AquaBall®
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76%
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Bazi®
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24%
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(a)
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Evaluation of disclosure controls and procedures.
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(b)
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Changes in internal controls over financial reporting.
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(a)
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EXHIBITS
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Certification of the Principal Executive Officer and Principal
Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the
Exchange Act
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Certification by the Principal Executive Officer and Principal
Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of
the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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Date: August 29, 2018
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TRUE DRINKS HOLDINGS, INC.
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By:
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/s/
Robert Van
Boerum
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Robert Van Boerum
Principal Executive Officer and
Principal Financial Officer
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1. I have reviewed this quarterly report on Form 10-Q of
True Drinks Holdings, Inc.;
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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;
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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;
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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:
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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;
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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;
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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
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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
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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):
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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
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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.
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/s/ Robert Van Boerum
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Robert Van Boerum
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Principal Executive and Financial Officer
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(1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
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(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Company.
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/s/ Robert
Van Boerum
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Robert Van Boerum
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Principal Executive and Financial Officer
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Date: August 29, 2018
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Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Aug. 28, 2018 |
|
Document And Entity Information | ||
Entity Registrant Name | True Drinks Holdings, Inc. | |
Entity Central Index Key | 0001134765 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 228,460,602 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2018 |
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Common stock, par value | $ 0.001 | $ .001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 220,889,432 | 218,151,591 |
Common stock, shares outstanding | 220,889,432 | 218,151,591 |
Series B Preferred Stock [Member] | ||
Preferred stock par value | $ .001 | $ 0.001 |
Preferred stock shares authorized | 2,750,000 | 2,750,000 |
Preferred stock shares issued | 1,285,585 | 1,285,585 |
Preferred stock shares outstanding | 1,285,585 | 1,285,585 |
Series C Preferred Stock [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 200,000 | 150,000 |
Preferred stock shares issued | 105,704 | 105,704 |
Preferred stock shares outstanding | 105,704 | 105,704 |
Series D Preferred Stock [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 50,000 | 0 |
Preferred stock shares issued | 34,250 | 34,250 |
Preferred stock shares outstanding | 34,250 | 34,250 |
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Income Statement [Abstract] | ||
Net Sales | $ 301,626 | $ 1,529,752 |
Cost of Sales | 309,505 | 973,613 |
Gross (Loss) Profit | (7,879) | 556,139 |
Operating expenses | ||
Selling and marketing | 176,140 | 1,583,531 |
General and administrative | 872,999 | 1,417,908 |
Total operating expenses | 1,049,139 | 3,001,439 |
Operating Loss | (1,057,018) | (2,445,300) |
Other Income (Expense) | ||
Change in fair value of derivative liabilities | 0 | 2,243,518 |
Interest (expense) | (64,267) | (20,538) |
Other income (expense) | 408,900 | (47,954) |
Total Other Income | 344,633 | 2,175,026 |
NET LOSS | (712,385) | (270,274) |
Declared dividends on Preferred Stock | 64,279 | 64,644 |
Net loss attributable to common stockholders | $ (776,664) | $ (334,918) |
Net loss per common share | ||
Basic: | $ (0.00) | $ (0.00) |
Diluted: | $ (0.00) | $ (0.00) |
Weighted average common shares outstanding | ||
Basic: | 220,643,334 | 146,976,287 |
Diluted: | 220,643,334 | 146,976,287 |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||
Organization And Summary Of Significant Accounting Policies | ||||||||||||||||||||||||||||||||||||||||||||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Organization and Business
Overview
True Drinks Holdings, Inc. (the “Company,” “us” or “we”) was incorporated in the state of Nevada in January 2001 and is the holding company for True Drinks, Inc. (“True Drinks”), a beverage company incorporated in the state of Delaware in January 2012 that specialized in all-natural, vitamin-enhanced drinks. Previously, our primary business was the development, marketing, sale and distribution of our flagship product, AquaBall® Naturally Flavored Water, a zero-sugar, zero-calorie, preservative-free, vitamin-enhanced, naturally flavored water drink. We distributed AquaBall® nationally through select retail channels, such as grocery stores, mass merchandisers, drug stores and online. We continue to market and distribute Bazi® All Natural Energy, a liquid nutritional supplement drink, which is currently distributed online and through our existing database of customers.
Our principal place of business is 2 Park Plaza, Suite 1200, Irvine, California 92614. Our telephone number is (949) 203-3500. Our corporate website address is http://www.truedrinks.com. Our common stock, par value $0.001 per share (“Common Stock”), is currently listed for quotation on the OTC Pink Marketplace under the symbol “TRUU.”
Recent Developments
Cessation of Production of AquaBall®, and Management’s Plan
During the quarter ended March 31, 2018, due to the weakness in the sale of the Company’s principal product, AquaBall® Naturally Flavored Water, and continued substantial operating losses, the Company’s Board of Directors determined to discontinue the production of AquaBall®, and, as set forth below, terminate the bottling agreement by and between Niagara Bottling LLC, the Company’s contract bottling manufacturer (“Bottler” or “Niagara”), and True Drinks (the “Bottling Agreement”). In addition, the Company notified Disney Consumer Products, Inc. (“Disney”) of the Company’s desire to terminate its licensing agreement with Disney (“Disney License”), pursuant to which the Company was able to feature various Disney characters on each AquaBall® bottle. As a result of management’s decision, and the Company’s failure to pay certain amounts due Disney under the terms of the Disney License, the Disney License terminated, and Disney claimed amounts due of approximately $178,000, net of $378,000 drawn from an irrevocable letter of credit posted in connection with the execution of the Disney License. In addition, Disney sought additional payments for minimum royalty amounts required to be paid Disney through the remainder of the term of the Disney License. On July 17, 2018 the Company and Disney entered into a settlement and release whereby in exchange for a payment to Disney of $42,000, the parties agreed to release each other from any and all claims related to the Disney License.
In May 2018, the Company sold its remaining AquaBall® inventory to Red Beard Holdings, LLC (“Red Beard”), the Company’s largest shareholder, for an aggregate purchase price of approximately $1.4 million (the “Purchase Price”), which inventory was commercially non-saleable in the ordinary course. As payment for the Purchase Price, the principal amount of the senior secured convertible promissory note issued to Red Beard by the Company in the principal amount of $2.25 million (the “Red Beard Note”) was reduced by the Purchase Price, resulting in approximately $849,000 owed to Red Beard under the terms of the Red Beard Note as of April 5, 2018.
The Company has reduced its staff to one employee, has taken other steps to minimize general, administrative and other operating costs, while maintaining only those costs and expenses necessary to maintain sales of Bazi and otherwise continue operations while the Board of Directors and the Company’s principal stockholder explore corporate opportunities, as more particularly described below. Management has also worked to reduce accounts payable by negotiating settlements with creditors, including Disney, utilizing advances from Red Beard aggregating approximately $305,000 since March 31, 2018, and is currently negotiating with its remaining creditors to settle additional accounts payable.
Management is currently exploring, together with its largest shareholder, available options to maximize the value of AquaBall® as well as Bazi®, which may include entering into a license or similar agreement with a third party to continue the production, marketing and sale of AquaBall® and Bazi®. In addition, although no assurances can be given, management is exploring, together with its largest shareholder, opportunities to consummate a transaction that would maximize the value of the Company as a fully reporting public operating company with a focus on consumer developing brands.
Termination of Bottling Agreement and Issuance of Notes
On April 5, 2018 (the “Effective Date”), True Drinks settled all amounts due the Bottler under the terms of the Bottling Agreement (the “Settlement”). As of the Effective Date, the damage amount claimed by the Bottler under the Bottling Agreement was $18,480,620, which amount consisted of amounts due to the Bottler for product as well as amounts due for True Drink’s failure to meet certain minimum requirements under the Bottling Agreement (the “Outstanding Amount”). Concurrently, an affiliate of Red Beard and the Bottler agreed to terminate a personal guaranty of Red Beard’s obligations under the Bottling Agreement in an amount not to exceed $10.0 million (the “Affiliate Guaranty”) (the Bottling Agreement and the Affiliate Guaranty are hereinafter referred to as the “2015 Agreements”).
Under the terms of the Settlement, in exchange for the termination of the 2015 Agreements, the Bottler agreed to accept, among other things: (i) a promissory note in the principal amount of $4,644,906 (the “Principal Amount”), with a 5% per annum interest rate, to be compounded, annually (“Note One”), (ii) a promissory note with a principal amount equal to the Outstanding Amount (“Note Two”), and (iii) a cash payment of $2,185,158 (the “Cash Payment”).
The Principal Amount and all interest payments due under Note One shall be due and payable to the Bottler in full on or before the December 31, 2019 (the “Note Payment”). True Drinks, the Company and Red Beard are each jointly and severally responsible for all amounts due under Note One; provided, however, that in the event of a Change in Control Transaction, as defined in Note One, Red Beard will be the sole obligor for any amounts due under Note One.
Note Two shall have no force or effect except under certain conditions and shall be reduced by any payments made to the Bottler under the terms of the Settlement. True Drinks and the Company shall be jointly and severally responsible for all amounts due, if any, under Note Two, which shall automatically expire and terminate on December 31, 2019.
In consideration for the guarantee of the Company’s obligations in connection with the Settlement, including as a joint and several obligor under the terms of Note One, the Company is obligated to issue Red Beard 348,367,950 shares of the Company’s Common Stock (the “Shares”), which Shares shall be issued at such time as the Company has amended its Articles of Incorporation to increase the number of authorized shares of Common Stock from 300.0 million to at least 2.0 billion (the “Amendment”), but in no event later than September 30, 2018. As a condition to the Company’s obligation to issue the Shares, Red Beard shall, and shall cause its affiliates to, execute a written consent of shareholders to approve the Amendment, and to take such other action as reasonably requested by the Company to effect the Amendment.
In connection with the Settlement, and in order to make the Cash Payment described above, the Company issued the Red Beard Note to Red Beard, which Red Beard Note accrues interest at a rate of 5% per annum. In May 2018, as a result of the sale to Red Beard of the Company’s remaining AquaBall® inventory, the principal amount of the Red Beard Note was reduced by the Purchase Price.
Pursuant to the terms of the Red Beard Note, Red Beard shall have the right, at its sole option, to convert the outstanding balance due into that number of fully paid and non-assessable shares of the Company’s Common Stock equal to the outstanding balance divided by $0.005 (the “Conversion Option”); provided, however, that the Company shall have the right, at its sole option, to pay all or a portion of the accrued and unpaid interest due and payable to Red Beard upon its exercise of the Conversion Option in cash. Such Conversion Option shall not be exercisable unless and until such time as the Company has filed the Amendment with the Nevada Secretary of State.
All outstanding principal and interest due under the terms of the Red Beard Note shall be due and payable to Red Beard in full on or before December 31, 2019 and is secured by a continuing security interest in substantially all of the Company’s assets.
Basis of Presentation and Going Concern
The accompanying condensed consolidated balance sheet as of December 31, 2017, which has been derived from audited financial statements included in the Company’s Form 10-K for the year ended December 31, 2017, and the accompanying interim condensed consolidated financial statements have been prepared by management pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. These interim condensed consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments and accruals) necessary to fairly present the Company’s financial condition, results of operations and cash flows as of and for the periods presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Operating results for the three-month period ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, or for any other interim period during such year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC, although the Company believes that the disclosures made are adequate to make the information not misleading. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on June 26, 2018.
The accompanying condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern. As of and for the three months ended March 31, 2018, the Company had a net loss of $712,385, negative working capital of $8,241,140, and an accumulated deficit of $48,953,734. The Company had $13,178 in cash at March 31, 2018. The Company currently requires additional capital to execute its business plan, marketing and operating plan, and therefore sustain operations, which capital may not be available on favorable terms, if at all. The accompanying condensed consolidated financial statements do not include any adjustments that will result if the Company is unable to secure the capital necessary to execute its business, marking or operating plan.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries True Drinks, Inc., Bazi, Inc. and GT Beverage Company, LLC. All inter-company accounts and transactions have been eliminated in the preparation of these condensed consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include, among others, derivative liabilities, provision for losses on accounts receivable, allowances for obsolete and slow-moving inventory, stock compensation, deferred tax asset valuation allowances, and the realization of long-lived and intangible assets, including goodwill. Actual results could differ from those estimates.
Revenue Recognition
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (ASC 606). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company adopted ASC 606 effective January 1, 2018, and adoption of such standard had no effect on previously reported balances.
Recognition of sales of the products sold by the Company since the adoption of the new standard has had no quantitative effect on the financial statements. However, the guidance requires additional disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.
The Company previously recognized and continues to recognize revenue when risk of loss transferred to our customers and collection of the receivable was reasonably assured, which generally occurs when the product is shipped. A product is not shipped without an order from the customer and credit acceptance procedures performed.
Under the new guidance, revenue is recognized when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company does not have any significant contracts with customers requiring performance beyond delivery. All orders have a written purchase order that is reviewed for credit worthiness, pricing and other terms before fulfillment begins. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when placed under the customer’s control. Control of the products that we sell, transfers to the customer upon shipment from our facilities, and the Company’s performance obligations are satisfied at that time.
All products sold by the Company are beverage products. The products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time.
The Company does not allow for returns, although we do for damaged products, if support for the damage that occurs pre-fulfillment is provided, returns are permitted. Damage product returns have been insignificant. Due to the insignificant amount of historical returns as well as the standalone nature of our products and assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance at this time for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less, to be cash equivalents. The Company maintains cash with high credit quality financial institutions. At certain times, such amounts may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced any losses on these amounts.
Accounts Receivable
The Company records its trade accounts receivable at net realizable value. This value includes an appropriate allowance for estimated sales returns and allowances, and uncollectible accounts to reflect any losses anticipated and charged to the provision for doubtful accounts. Credit is extended to our customers based on an evaluation of their financial condition; generally, collateral is not required. An estimate of uncollectible amounts is made by management based upon historical bad debts, current customer receivable balances, age of customer receivable balances, the customer’s financial condition and current economic trends, all of which are subject to change. Actual uncollected amounts have historically been consistent with the Company’s expectations. Receivables are charged off against the reserve for doubtful accounts when, in management’s estimation, further collection efforts would not result in a reasonable likelihood of receipt, or later as proscribed by statutory regulations.
Concentrations
The Company has no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with two financial institutions. There are funds in excess of the federally insured amount, or that are subject to credit risk, and the Company believes that the financial institutions are financially sound and the risk of loss is minimal.
Prior to the termination of the Bottling Agreement in early 2018, all production of AquaBall® was done by Niagara. Niagara handled all aspects of production, including the procurement of all raw materials necessary to produce AquaBall®. We utilized two facilities to handle any necessary repackaging of AquaBall® into six packs or 15-packs for club customers.
During the three months ended March 31, 2018, we relied significantly on one supplier for 100% of our purchases of certain raw materials for Bazi®. Bazi, Inc. has sourced these raw materials from this supplier since 2007 and does not anticipate any issues with the supply of these raw materials.
No customer made up more than 10% of accounts receivable at March 31, 2018 or December 31, 2017. No customer made up more than 10% of net sales for the three-month period ended March 31, 2018 and March 31, 2017.
A significant portion of our revenue during the quarters ended March 31, 2018 and 2017 came from sales of AquaBall® Naturally Flavored Water. For the three months ended March 31, 2018 and 2017, sales of AquaBall® accounted for 76% and 97% of the Company’s total revenue, respectively.
Inventory
As of March 31, 2018, the Company purchased for resale a vitamin-enhanced flavored water beverage and a liquid dietary supplement.
Inventories are stated at the lower of cost (based on the first-in, first-out method) or net realizable value. Cost includes shipping and handling fees and costs, which are subsequently expensed to cost of sales. The Company provides for estimated losses from obsolete or slow-moving inventories, and writes down the cost of inventory at the time such determinations are made. Reserves are estimated based on inventory on hand, historical sales activity, industry trends, the retail environment and the expected net realizable value.
The Company maintained inventory reserves of $93,000 as of March 31, 2018 and December 31, 2017. The inventory reserve is related to our current inventory as of March 31, 2018 and December 31, 2017 against our forecasted inventory movement until such inventory must be retired due to aging.
Inventory is comprised of the following:
Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows estimated to be generated by the asset. No impairment was deemed necessary during the quarter ended March 31, 2018.
Goodwill and Identifiable Intangible Assets
As a result of acquisitions, we have goodwill and other identifiable intangible assets. In business combinations, goodwill is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Accounting for acquired goodwill in accordance with GAAP requires significant judgment with respect to the determination of the valuation of the acquired assets and liabilities assumed in order to determine the final amount of goodwill recorded in business combinations. Goodwill is not amortized, rather, it is evaluated for impairment on an annual basis, or more frequently when a triggering event occurs between annual tests that would more likely than not reduce the fair value of the reporting unit below its carrying value. Such impairment evaluations compare the reporting unit’s estimated fair value to its carrying value.
Identifiable intangible assets consist primarily of customer relationships recognized in business combinations. Identifiable intangible assets with finite lives are amortized over their estimated useful lives, which represent the period over which the asset is expected to contribute directly or indirectly to future cash flows. Identifiable intangible assets are reviewed for impairment whenever events and circumstances indicate the carrying value of such assets or liabilities may not be recoverable and exceed their fair value. If an impairment loss exists, the carrying amount of the identifiable intangible asset is adjusted to a new cost basis. The new cost basis is amortized over the remaining useful life of the asset. Tests for impairment or recoverability require significant management judgment, and future events affecting cash flows and market conditions could adversely impact the valuation of these assets and result in impairment losses.
During the year ended December 31, 2017, we recognized impairment on identifiable intangible assets of $130,000 related to the interlocking spherical bottle patent acquired in the acquisition of GT Beverage Company, Inc. As of December 31, 2017, the Company did not have any remaining identifiable intangible assets on its balance sheet.
Income Taxes
As the Company’s calculated provision (benefit) for income tax is based on annual expected tax rates, no income expense was recorded for the three-month periods ended March 31, 2018 and 2017. At March 31, 2018, the Company had tax net operating loss carryforwards and a related deferred tax asset, which had a full valuation allowance.
Stock-Based Compensation
For the three-month periods ended March 31, 2018 and 2017, general and administrative expenses included stock based compensation expense of $220,009 and $83,227, respectively.
The Company uses a Black-Scholes option-pricing model (the “Black-Scholes Model”) to estimate the fair value of outstanding stock options and warrants not accounted for as derivatives. The use of a valuation model requires the Company to make certain assumptions with respect to selected model inputs. Expected volatility is calculated based on the historical volatility of the Company’s stock price over the contractual term of the option or warrant. The expected life is based on the contractual term of the option or warrant and expected exercise and, in the case of options, post-vesting employment termination behavior. Currently, our model inputs are based on the simplified approach provided by Staff Accounting Bulletin (“SAB”) 110. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of the grant.
The fair value for restricted stock awards is calculated based on the stock price on the date of grant.
Fair Value of Financial Instruments
The Company does not have any assets or liabilities carried at fair value on a recurring or non-recurring basis, except for derivative liabilities.
The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued expenses, and debt. Management believes that the carrying amount of these financial instruments approximates their fair values, due to their relatively short-term nature.
Derivative Instruments
A derivative is an instrument whose value is “derived” from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts (“embedded derivatives”) and for hedging activities. As a matter of policy, the Company does not invest in financial derivatives or engage in hedging transactions. However, the Company has entered into complex financing transactions that involve financial instruments containing certain features that have resulted in the instruments being deemed derivatives or containing embedded derivatives. Derivatives and embedded derivatives, if applicable, are measured at fair value using the binomial lattice- (“Binomial Lattice”) pricing model and marked to market and reflected on our consolidated statement of operations as other (income) expense at each reporting period.
Basic and Diluted (loss) Income Per Share
Our computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the (loss) income available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted (loss) income per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the (loss) income of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted (loss) income per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an antidilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
(Loss) income per common share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted (loss) per common share is the same for periods in which the Company reported an operating loss because all converted preferred shares, warrants and stock options outstanding are anti-dilutive. At March 31, 2018 and 2017, we excluded 116,674,110 and 70,256,259, respectively, shares of Common Stock equivalents, as their effect would have been anti-dilutive.
Research and Development
Research and development costs are expensed as incurred. During the three months ended March 31, 2018 and 2017, we did not incur any costs associated with research and development.
Recent Accounting Pronouncements
Except as noted below, the Company has reviewed all recently issued, but not yet effective accounting pronouncements and has concluded that there are no recently issued, but not yet effective pronouncements that may have a material impact on the Company’s future financial statements.
On February 25, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-2, “Leases” (Topic 842), which is intended to improve financial reporting for lease transactions. This ASU will require organizations that lease assets, such as real estate, airplanes and manufacturing equipment, to recognize on their balance sheet the assets and liabilities for the rights to use those assets for the lease term and obligations to make lease payments created by those leases that have terms of greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as finance or operating lease. This ASU will also require disclosures to help investors and other financial statement users better understand the amount and timing of cash flows arising from leases. These disclosures will include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The ASU is effective for the Company for the year ending December 31, 2019 and interim reporting periods within that year, and early adoption is permitted. Management has not yet determined the effect of this ASU on the Company’s financial statements.
In August 2016, FASB issued ASU No. 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments,” (“ASU 2016-15”) which eliminates the diversity in practice related to the classification of certain cash receipts and payments. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The retrospective transition method, requiring adjustment to all comparative periods presented, is required unless it is impracticable for some of the amendments, in which case those amendments would be prospectively adopted as of the earliest date practicable. The new guidance was effective for us in the first quarter of 2018. The adoption of ASU 2016-15 did not have a material impact on the Company’s financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 was effective for us as of January 1, 2018. The adoption of this update did not have a material impact on the Company’s financial statements. |
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SHAREHOLDERS' EQUITY | Securities
Our authorized capital stock currently consists of 300.0 million shares of Common Stock, and 5.0 million shares of preferred stock, $0.001 par value per share, of which 2.75 million shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred”), 200,000 shares have been designated as Series C Convertible Preferred Stock (“Series C Preferred”) and 50,000 shares have been designated as Series D Convertible Preferred Stock (“Series D Preferred”). Below is a summary of the rights and preferences associated with each type of security.
Common Stock. The holders of Common Stock are entitled to receive, when and as declared by the Board of Directors, dividends payable either in cash, in property or in shares of Common Stock of the Company. Dividends have no cumulative rights and dividends will not accumulate if the Board of Directors does not declare such dividends.
Series B Preferred. Each share of the Company’s Series B Preferred Convertible Stock (“Series B Preferred”) has a stated value of $4.00 per share (“Stated Value”) and accrued annual dividends equal to 5% of the Stated Value, payable by the Company in quarterly installments, in either cash or shares of Common Stock. Each share of Series B Preferred is convertible, at the option of the holder, into that number of shares of Common Stock equal to the Stated Value, divided by $0.25 per share (the “Series B Conversion Shares”). The Company also has the option to require the conversion of the Series B Preferred into Series B Conversion Shares in the event: (i) there were sufficient authorized shares of Common Stock reserved as Series B Conversion Shares; (ii) the Series B Conversion Shares were registered under the Securities Act of 1933, as amended (the “Securities Act”), or the Series B Conversion Shares were freely tradable, without restriction, under Rule 144 of the Securities Act; (iii) the daily trading volume of the Company's Common Stock, multiplied with the closing price, equaled at least $250,000 for 20 consecutive trading days; and (iv) the average closing price of the Company's Common Stock was at least $0.62 per share for 10 consecutive trading days.
During the three months ended March 31, 2018, the Company declared $64,279 in dividends on outstanding shares of its Series B Preferred. As of March 31, 2018, there remained $64,279 in cumulative unpaid dividends on the Series B Preferred.
Series C Preferred. Each share of Series C Preferred has a stated value of $100 per share, and as of the quarter ended March 31, 2018, was convertible, at the option of each respective holder, into that number of shares of Common Stock equal to $100, divided by $0.15 per share (the “Series C Conversion Shares”). The Company also has the option to require conversion of the Series C Preferred into Series C Conversion Shares in the event: (i) there are sufficient authorized shares of Common Stock reserved as Series C Conversion Shares; (ii) the Series C Conversion Shares are registered under the Securities Act of 1933, or the Series C Conversion Shares are freely tradable, without restriction, under Rule 144 of the Securities Act; and (iii) the average closing price of the Company’s Common Stock is at least $0.62 per share for 10 consecutive trading day.
Subsequent to March 31, 2018, and in connection with dilution resulting from the Niagara Settlement, the conversion price was reset to $0.025 per share.
Series D Preferred. Each share of Series D Preferred has a stated value of $100 per share, and, following the expiration of the 20 day calendar day period set forth in Rule 14c-2(b) under the Exchange Act, commencing upon the distribution of an Information Statement on Schedule 14C to the Company’s stockholders, each share of Series D Preferred is convertible, at the option of each respective holder, into that number of shares of the Company’s Common Stock equal to the stated value, divided by $0.15 per share (the “Series D Conversion Shares”). The Certificate of Designation also gives the Company the option to require the conversion of the Series D Preferred into Series D Conversion Shares in the event: (i) there are sufficient authorized shares of Common Stock reserved as Series D Conversion Shares; (ii) the Series D Conversion Shares are registered under the Securities Act, or the Series D Conversion Shares are freely tradable, without restriction, under Rule 144 of the Securities Act; and (iii) the average closing price of the Company’s Common Stock is at least $0.62 per share for 10 consecutive trading days.
Subsequent to March 31, 2018, and in connection with dilution resulting from the Niagara Settlement, the conversion price was reset to $0.025 per share.
Issuances of Securities
Between February 8, 2017 and August 21, 2017, the Company issued an aggregate total of 45,625 shares of Series D Preferred for $100 per share in a series of private placement transactions (the “Series D Financing”). As additional consideration, investors in the Series D Financing received warrants to purchase up to 60,833,353 shares of Common Stock, an amount equal to 200% of the Series D Conversion Shares issuable upon conversion of shares of Series D Preferred purchased under the Series D Financing, exercisable for $0.15 per share. In accordance with the terms and conditions of the Securities Purchase Agreement executed in connection with the Series D Financing, all warrants issued were exchanged for shares of Common Stock pursuant to the Warrant Exchange Program (defined below). During the year ended December 31, 2017, 6,875 shares of Series D Preferred were converted to Common Stock.
Beginning on February 8, 2017 the Company and holders of outstanding Common Stock purchase warrants (the “Outstanding Warrants”) entered into Warrant Exchange Agreements pursuant to which each holder agreed to cancel their respective Outstanding Warrants in exchange for one-half of a share of Common Stock for every share of Common Stock otherwise issuable upon exercise of Outstanding Warrants (the “Warrant Exchange Program”). As of the date of this Quarterly Report on Form 10-Q, the Company has issued 79,040,135 shares of Common Stock, in exchange for the cancellation of 158,080,242 Outstanding Warrants.
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WARRANTS AND STOCK BASED COMPENSATION | Warrants
On July 26, 2017, the Company commenced an offering of Senior Secured Promissory Notes (the “Secured Notes”) in the aggregate principal amount of up to $1.5 million to certain accredited investors (the “Secured Note Financing”). As additional consideration for participating in the Secured Note Financing, investors received five-year warrants, exercisable for $0.15 per share, to purchase that number of shares of the Company’s Common Stock equal to 50% of the principal amount of the Secured Note purchased, divided by $0.15 per share. Between July 26, 2017 and March 31, 2018, the Company offered and sold Secured Notes in the aggregate principal amount of $2,465,000 and issued Warrants to purchase up to 8,216,671 shares of Common Stock to participating investors.
A summary of the Company’s warrant activity for the three months ended March 31, 2018 is presented below:
As of March 31, 2018, the Company had the following outstanding warrants to purchase shares of its Common Stock:
Stock-Based Compensation
Non-Qualified Stock Options
During the quarter ended March 31, 2018, the Company granted options to a certain employee to purchase a total of 200,000 shares of Common Stock with an exercise price of $0.025 which expires five years from the date of issuance. Also, during the quarter, the company reset the exercise price and extended the expiration date of options to certain employees and certain members of the Company’s Board of Directors. The reset options gave the holders the option to purchase an aggregate total of 19,999,935 shares of common stock. The exercise prices were reset to $0.025 per common share, and the expiration dates were extended five years from the date of the reset. The original exercise prices of these options were between $0.07 and $0.15 per share, and the original expiration dates ranged from September 2021 to September 2022.
During the three months ended March 31, 2018 and 2017, the Company granted stock options to purchase an aggregate of 200,000 and 2,000,000 shares of Common Stock, respectively. The weighted average estimated fair value per share of the stock options at grant date was $0.008 and $0.061 per share, respectively. The value of the options for which the exercise price was reset and the expiration date was extended in 2018 was also $0.008 per share. Such fair values were estimated using the Black-Scholes stock option pricing model and the following weighted average assumptions.
Stock option activity during the three months ended March 31, 2018 is summarized as follows:
Restricted Stock Awards
During the three months ended March 31, 2018, the Company did not grant any restricted stock awards under the Company’s 2013 Stock Incentive Plan, as amended. During the three months ended March 31, 2017, the Company did not grant any restricted stock awards under the Company’s 2013 Stock Incentive Plan.
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DEBT | Line-of-Credit Facility
The Company entered into a line-of-credit agreement with a financial institution on June 30, 2014. The terms of the agreement allow the Company to borrow up to the lesser of $1.5 million or 85% of the sum of eligible accounts receivables. At March 31, 2018, the total outstanding on the line-of-credit was $94,084 and the Company did not have any availability to borrow. The line-of-credit bears interest at Prime rate (4.50% as of March 31, 2018) plus 4.5% per annum, as well as a monthly fee of 0.50% on the average amount outstanding on the line with a $2,500 minimum and is secured by the accounts receivables that are funded against. The agreement matured on July 31, 2018.
A summary of the line-of-credit as of March 31, 2018 and December 31, 2017 is as follows:
Note Payable
In April 2017, the Company converted approximately $1,088,000 of accounts payable into a secured note payable agreement with Niagara (the “Niagara Note”). At March 31, 2018, the total principal amount outstanding under the Niagara Note was approximately $854,366. The Niagara Note calls for monthly payments of principal and interest totaling $25,000 through December 2017, and monthly payments of approximately $52,000 through maturity. The note bears interest at 8% per annum, matures in April 2019 and is secured by the personal guarantee which secures the Bottling Agreement.
Subsequent to the quarter ended March 31, 2018, and in connection with the Niagara Settlement, the Niagara Note was paid in full, and a new note was issued in the principal amount of approximately $4.6 million, as further discussed in Note 1 above.
Secured Note Financing
As disclosed in Note 3 above, on July 26, 2017, the Company commenced an offering of Secured Notes in the aggregate principal amount of up to $1.5 million to certain accredited investors. The amount available was subsequently raised to $2.3 million. Between July 26, 2017 and March 31, 2018, the Company offered and sold Secured Notes in the aggregate principal amount of $2,465,000 and issued warrants to purchase up to 8,216,671 shares of Common Stock to participating accredited investors. The warrants were valued at $127,466 and were recorded as a discount to notes payable. During the three months ended March 31, 2018, a total of $17,862 of the debt discount was amortized and recorded as expense.
The Secured Notes (i) bear interest at a rate of 8% per annum, (ii) have a maturity date of 1.5 years from the date of issuance, and (iii) are subject to a pre-payment and change in control premium of 125% of the principal amount of the Secured Notes at the time of pre-payment or change in control, as the case may be. To secure the Company’s obligations under the Secured Notes, the Company granted to participating investors a continuing security interest in substantially all of the Company’s assets pursuant to the terms and conditions of a Security Agreement (the “Security Agreement”).
A summary of the note payable as of March 31, 2018 and December 31, 2017 is as follows:
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COMMITMENTS AND CONTINGENCIES |
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Mar. 31, 2018 | |
Commitments And Contingencies | |
COMMITMENTS AND CONTINGENCIES | During the quarter ended September 30, 2017, the Company moved its corporate headquarters and entered into a new lease for the facility, which lease was scheduled to expire on March 31, 2019. Due to the Company’s financial condition and management’s plan, the lease was terminated on May 11, 2018. The Company is currently negotiating a fee of to be paid to the lessor as consideration for the termination of the lease. Total rent expense related to this and our previous operating lease for the three months ended March 31, 2018 was $15,993. Management is currently occupying office space located at 2 Park Plaza in Irvine California, which the Company rents for $500 per month.
Legal Proceedings
From time to time, claims are made against the Company in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties, and unfavorable outcomes could occur. In the opinion of management, the resolution of these matters, if any, will not have a material adverse impact on the Company’s financial position or results of operations. Other than as set forth below, there are no additional pending or threatened legal proceedings at this time.
Delhaize America Supply Chain Services, Inc. v. True Drinks, Inc. On May 8, 2018, Delhaize America Supply Chain Services, Inc. (“Delhaize”) filed a complaint against the Company in the General Court of Justice Superior Court Division located in Wake County, North Carolina alleging breach of contract, among other causes of action, related to contracts entered into by and between the two parties. Delhaize is seeking in excess of $25,000 plus interest, attorney’s fees and costs. We believe the allegations are unfounded and are defending the case vigorously. We believe the probability of incurring a material loss to be remote.
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FAIR VALUE MEASUREMENTS |
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Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | The application of fair value measurements may be on a recurring or nonrecurring basis depending on the accounting principles applicable to the specific asset or liability or whether management has elected to carry the item at its estimated fair value. FASB ASC 820-10-35 specifies a hierarchy of valuation techniques based on whether the inputs to those techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs create the following fair value hierarchy:
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when estimating fair value.
The Company assesses its recurring fair value measurements as defined by FASB ASC 810. Liabilities measured at estimated fair value on a recurring basis include derivative liabilities. Transfers between fair value classifications occur when there are changes in pricing observability levels. Transfers of financial liabilities among the levels occur at the beginning of the reporting period. There were no transfers between Level 1, Level 2 and/or Level 3 during the three months ended March 31, 2018. The Company had no Level 1 or 2 fair value measurements at March 31, 2018 or December 31, 2017.
The following table presents the estimated fair value of financial liabilities measured at estimated fair value on a recurring basis included in the Company’s financial statements as of March 31, 2018 and December 31, 2017:
The following table presents the changes in recurring fair value measurements included in net loss for the three-months ended March 31, 2018 and 2017:
The table below sets forth a summary of changes in the fair value of our Level 3 financial liabilities for the three months ended March 31, 2018:
The table below sets forth a summary of changes in the fair value of our Level 3 financial liabilities for the three months ended March 31, 2017:
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LICENSING AGREEMENTS |
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Mar. 31, 2018 | |
Notes to Financial Statements | |
Licensing Agreements | We first entered into licensing agreements with Disney Consumer Products, Inc. (“Disney”) and an 18-month licensing agreement with Marvel Characters, B.V. (“Marvel”) (collectively, the “Licensing Agreements”) in 2012. Each Licensing Agreement allowed us to feature popular Disney and Marvel characters on AquaBall® Naturally Flavored Water, allowing AquaBall® to stand out among other beverages marketed towards children.
In March 2017, the Company and Disney entered into a renewed licensing agreement, which extended the Company’s license with Disney through March 31, 2019. The terms of the Disney License entitle Disney to receive a royalty rate of 5% on sales of AquaBall® Naturally Flavored Water adorned with Disney characters, paid quarterly, with a total guarantee of $807,000 over the period from April 1, 2017 through March 31, 2019. In addition, the Company is required to make a ‘common marketing fund’ contribution equal to 1% of sales due annually during the Disney License. As discussed in Note 1 above, in connection with the Company’s discontinued production of AquaBall®, the Company notified Disney of the Company’s desire to terminate the Disney License in early 2018. As a result of the Company’s decision to discontinue the production of AquaBall® and terminate the Disney License, and considering amounts due, Disney drew from a letter of credit funded by Red Beard in the amount of $378,000 on or about June 1, 2018. Subsequently, Disney and the Company agreed to a settlement and release of all claims related to the Disney License in consideration for the payment to Disney of $42,000.
On August 22, 2015, the Company and Marvel entered into a renewed Licensing Agreement to extend the Company’s license to feature certain Marvel characters on bottles of AquaBall® Naturally Flavored Water through December 31, 2017. The Marvel Agreement requires the Company to pay to Marvel a 5% royalty rate on sales of AquaBall® Naturally Flavored Water adorned with Marvel characters, paid quarterly, through December 31, 2017, with a total guarantee of $200,000 over the period from January 1, 2016 through December 31, 2017. The Company decided not to renew the Marvel Agreement for another term. Thus, the Licensing Agreement expired by its terms on December 31, 2017. In addition, Red Beard has agreed to loan the Company up to $250,000 to allow the Company to settle certain accounts payable owing to certain creditors. As of June 25, 2018, the Company has settled approximately $550,000 in accounts payable to these creditors in consideration for the payment to such creditors of approximately $110,000. The terms of the promissory note to be issued to Red Beard reflecting the loan, the proceeds from which were used to settle the accounts payable, are currently being negotiated.
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INCOME TAXES |
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INCOME TAXES | The Company does not have significant income tax expense or benefit for the three months ended March 31, 2018 or 2017. Tax net operating loss carryforwards have resulted in a net deferred tax asset with a 100% valuation allowance applied against such asset at March 31, 2018 and 2017. Such tax net operating loss carryforwards (“NOL”) approximated $41.4 million at March 31, 2018. Some or all of such NOL may be limited by Section 382 of the Internal Revenue Code.
The income tax effect of temporary differences between financial and tax reporting and net operating loss carryforwards gives rise to a deferred tax asset at March 31, 2018 and 2017 as follows:
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SUBSEQUENT EVENTS |
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Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS |
As more particularly disclosed in Note 1 above, during the quarter ended March 31, 2018, the Company’s Board of Directors determined to discontinue the production of AquaBall®, to terminate the Bottling Agreement with Niagara, and to sell all of the Company’s remaining AquaBall® inventory to Red Beard. These actions resulted in a reduction of $1.4 million in the amount due and payable Red Beard under the Red Beard Note, as more particularly disclosed in Note 1. In addition, Red Beard has advanced the Company approximately $305,000 since December 31, 2018 to be used specifically to settle certain accounts payable owing to certain creditors, including Disney, and to provide funds to pay certain operating, administrative and related costs to continue operations. As of August 28, 2018, the Company has settled approximately $730,000 in accounts payable to creditors, including Disney, in consideration for the payment to such creditors of approximately $152,000. The terms of the advances to the Company by Red Beard to finance the settlements, and to allow the Company to continue as a going concern, are currently being negotiated.
Management has reviewed and evaluated subsequent events and transactions occurring after the balance sheet date through the filing of this Quarterly Report on Form 10-Q and determined that, except as disclosed herein, no subsequent events occurred.
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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Organization And Summary Of Significant Accounting Policies Policies | ||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation and Going Concern | The accompanying condensed consolidated balance sheet as of December 31, 2017, which has been derived from audited financial statements included in the Company’s Form 10-K for the year ended December 31, 2017, and the accompanying interim condensed consolidated financial statements have been prepared by management pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. These interim condensed consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments and accruals) necessary to fairly present the Company’s financial condition, results of operations and cash flows as of and for the periods presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Operating results for the three-month period ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, or for any other interim period during such year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC, although the Company believes that the disclosures made are adequate to make the information not misleading. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on June 26, 2018.
The accompanying condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern. As of and for the three months ended March 31, 2018, the Company had a net loss of $712,385, negative working capital of $8,241,140, and an accumulated deficit of $48,953,734. The Company had $13,178 in cash at March 31, 2018. The Company currently requires additional capital to execute its business plan, marketing and operating plan, and therefore sustain operations, which capital may not be available on favorable terms, if at all. The accompanying condensed consolidated financial statements do not include any adjustments that will result if the Company is unable to secure the capital necessary to execute its business, marking or operating plan.
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Principles of Consolidation | The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries True Drinks, Inc., Bazi, Inc. and GT Beverage Company, LLC. All inter-company accounts and transactions have been eliminated in the preparation of these condensed consolidated financial statements. |
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Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include, among others, derivative liabilities, provision for losses on accounts receivable, allowances for obsolete and slow-moving inventory, stock compensation, deferred tax asset valuation allowances, and the realization of long-lived and intangible assets, including goodwill. Actual results could differ from those estimates. |
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Revenue Recognition | In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (ASC 606). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company adopted ASC 606 effective January 1, 2018, and adoption of such standard had no effect on previously reported balances.
Recognition of sales of the products sold by the Company since the adoption of the new standard has had no quantitative effect on the financial statements. However, the guidance requires additional disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.
The Company previously recognized and continues to recognize revenue when risk of loss transferred to our customers and collection of the receivable was reasonably assured, which generally occurs when the product is shipped. A product is not shipped without an order from the customer and credit acceptance procedures performed.
Under the new guidance, revenue is recognized when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company does not have any significant contracts with customers requiring performance beyond delivery. All orders have a written purchase order that is reviewed for credit worthiness, pricing and other terms before fulfillment begins. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when placed under the customer’s control. Control of the products that we sell, transfers to the customer upon shipment from our facilities, and the Company’s performance obligations are satisfied at that time.
All products sold by the Company are beverage products. The products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time.
The Company does not allow for returns, although we do for damaged products, if support for the damage that occurs pre-fulfillment is provided, returns are permitted. Damage product returns have been insignificant. Due to the insignificant amount of historical returns as well as the standalone nature of our products and assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance at this time for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis
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Cash and Cash Equivalents | The Company considers all highly liquid investments with original maturities of three months or less, to be cash equivalents. The Company maintains cash with high credit quality financial institutions. At certain times, such amounts may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced any losses on these amounts. |
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Accounts Receivable | The Company records its trade accounts receivable at net realizable value. This value includes an appropriate allowance for estimated sales returns and allowances, and uncollectible accounts to reflect any losses anticipated and charged to the provision for doubtful accounts. Credit is extended to our customers based on an evaluation of their financial condition; generally, collateral is not required. An estimate of uncollectible amounts is made by management based upon historical bad debts, current customer receivable balances, age of customer receivable balances, the customer’s financial condition and current economic trends, all of which are subject to change. Actual uncollected amounts have historically been consistent with the Company’s expectations. Receivables are charged off against the reserve for doubtful accounts when, in management’s estimation, further collection efforts would not result in a reasonable likelihood of receipt, or later as proscribed by statutory regulations.
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Concentrations | The Company has no significant off-balance sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with two financial institutions. There are funds in excess of the federally insured amount, or that are subject to credit risk, and the Company believes that the financial institutions are financially sound and the risk of loss is minimal.
Prior to the termination of the Bottling Agreement in early 2018, all production of AquaBall® was done by Niagara. Niagara handled all aspects of production, including the procurement of all raw materials necessary to produce AquaBall®. We utilized two facilities to handle any necessary repackaging of AquaBall® into six packs or 15-packs for club customers.
During the three months ended March 31, 2018, we relied significantly on one supplier for 100% of our purchases of certain raw materials for Bazi®. Bazi, Inc. has sourced these raw materials from this supplier since 2007 and does not anticipate any issues with the supply of these raw materials.
No customer made up more than 10% of accounts receivable at March 31, 2018 or December 31, 2017. No customer made up more than 10% of net sales for the three-month period ended March 31, 2018 and March 31, 2017.
A significant portion of our revenue during the quarters ended March 31, 2018 and 2017 came from sales of AquaBall® Naturally Flavored Water. For the three months ended March 31, 2018 and 2017, sales of AquaBall® accounted for 76% and 97% of the Company’s total revenue, respectively. |
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Inventory | As of March 31, 2018, the Company purchased for resale a vitamin-enhanced flavored water beverage and a liquid dietary supplement.
Inventories are stated at the lower of cost (based on the first-in, first-out method) or net realizable value. Cost includes shipping and handling fees and costs, which are subsequently expensed to cost of sales. The Company provides for estimated losses from obsolete or slow-moving inventories, and writes down the cost of inventory at the time such determinations are made. Reserves are estimated based on inventory on hand, historical sales activity, industry trends, the retail environment and the expected net realizable value.
The Company maintained inventory reserves of $93,000 as of March 31, 2018 and December 31, 2017. The inventory reserve is related to our current inventory as of March 31, 2018 and December 31, 2017 against our forecasted inventory movement until such inventory must be retired due to aging.
Inventory is comprised of the following:
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Long-Lived Assets | The Company reviews its long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows estimated to be generated by the asset. No impairment was deemed necessary during the quarter ended March 31, 2018.
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Goodwill and identifiable intangible assets | As a result of acquisitions, we have goodwill and other identifiable intangible assets. In business combinations, goodwill is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Accounting for acquired goodwill in accordance with GAAP requires significant judgment with respect to the determination of the valuation of the acquired assets and liabilities assumed in order to determine the final amount of goodwill recorded in business combinations. Goodwill is not amortized, rather, it is evaluated for impairment on an annual basis, or more frequently when a triggering event occurs between annual tests that would more likely than not reduce the fair value of the reporting unit below its carrying value. Such impairment evaluations compare the reporting unit’s estimated fair value to its carrying value.
Identifiable intangible assets consist primarily of customer relationships recognized in business combinations. Identifiable intangible assets with finite lives are amortized over their estimated useful lives, which represent the period over which the asset is expected to contribute directly or indirectly to future cash flows. Identifiable intangible assets are reviewed for impairment whenever events and circumstances indicate the carrying value of such assets or liabilities may not be recoverable and exceed their fair value. If an impairment loss exists, the carrying amount of the identifiable intangible asset is adjusted to a new cost basis. The new cost basis is amortized over the remaining useful life of the asset. Tests for impairment or recoverability require significant management judgment, and future events affecting cash flows and market conditions could adversely impact the valuation of these assets and result in impairment losses.
During the year ended December 31, 2017, we recognized impairment on identifiable intangible assets of $130,000 related to the interlocking spherical bottle patent acquired in the acquisition of GT Beverage Company, Inc. As of December 31, 2017, the Company did not have any remaining identifiable intangible assets on its balance sheet.
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Income Taxes | As the Company’s calculated provision (benefit) for income tax is based on annual expected tax rates, no income expense was recorded for the three-month periods ended March 31, 2018 and 2017. At March 31, 2018, the Company had tax net operating loss carryforwards and a related deferred tax asset, which had a full valuation allowance.
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Stock-Based Compensation | For the three-month periods ended March 31, 2018 and 2017, general and administrative expenses included stock based compensation expense of $220,009 and $83,227, respectively.
The Company uses a Black-Scholes option-pricing model (the “Black-Scholes Model”) to estimate the fair value of outstanding stock options and warrants not accounted for as derivatives. The use of a valuation model requires the Company to make certain assumptions with respect to selected model inputs. Expected volatility is calculated based on the historical volatility of the Company’s stock price over the contractual term of the option or warrant. The expected life is based on the contractual term of the option or warrant and expected exercise and, in the case of options, post-vesting employment termination behavior. Currently, our model inputs are based on the simplified approach provided by Staff Accounting Bulletin (“SAB”) 110. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of the grant.
The fair value for restricted stock awards is calculated based on the stock price on the date of grant. |
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Fair Value of Financial Instruments | The Company does not have any assets or liabilities carried at fair value on a recurring or non-recurring basis, except for derivative liabilities.
The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued expenses, and debt. Management believes that the carrying amount of these financial instruments approximates their fair values, due to their relatively short-term nature.
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Derivative Instruments | A derivative is an instrument whose value is “derived” from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts (“embedded derivatives”) and for hedging activities. As a matter of policy, the Company does not invest in financial derivatives or engage in hedging transactions. However, the Company has entered into complex financing transactions that involve financial instruments containing certain features that have resulted in the instruments being deemed derivatives or containing embedded derivatives. Derivatives and embedded derivatives, if applicable, are measured at fair value using the binomial lattice- (“Binomial Lattice”) pricing model and marked to market and reflected on our consolidated statement of operations as other (income) expense at each reporting period.
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Basic and Diluted (loss) Income per share | Our computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the (loss) income available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted (loss) income per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the (loss) income of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted (loss) income per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an antidilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
(Loss) income per common share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted (loss) per common share is the same for periods in which the Company reported an operating loss because all converted preferred shares, warrants and stock options outstanding are anti-dilutive. At March 31, 2018 and 2017, we excluded 116,674,110 and 70,256,259, respectively, shares of Common Stock equivalents, as their effect would have been anti-dilutive.
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Research and Development | Research and development costs are expensed as incurred. During the three months ended March 31, 2018 and 2017, we did not incur any costs associated with research and development. |
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Recent Accounting Pronouncements | Except as noted below, the Company has reviewed all recently issued, but not yet effective accounting pronouncements and has concluded that there are no recently issued, but not yet effective pronouncements that may have a material impact on the Company’s future financial statements.
On February 25, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-2, “Leases” (Topic 842), which is intended to improve financial reporting for lease transactions. This ASU will require organizations that lease assets, such as real estate, airplanes and manufacturing equipment, to recognize on their balance sheet the assets and liabilities for the rights to use those assets for the lease term and obligations to make lease payments created by those leases that have terms of greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as finance or operating lease. This ASU will also require disclosures to help investors and other financial statement users better understand the amount and timing of cash flows arising from leases. These disclosures will include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The ASU is effective for the Company for the year ending December 31, 2019 and interim reporting periods within that year, and early adoption is permitted. Management has not yet determined the effect of this ASU on the Company’s financial statements.
In August 2016, FASB issued ASU No. 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments,” (“ASU 2016-15”) which eliminates the diversity in practice related to the classification of certain cash receipts and payments. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The retrospective transition method, requiring adjustment to all comparative periods presented, is required unless it is impracticable for some of the amendments, in which case those amendments would be prospectively adopted as of the earliest date practicable. The new guidance was effective for us in the first quarter of 2018. The adoption of ASU 2016-15 did not have a material impact on the Company’s financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 was effective for us as of January 1, 2018. The adoption of this update did not have a material impact on the Company’s financial statements.
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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||
Organization And Summary Of Significant Accounting Policies Tables | ||||||||||||||||||||||||||||||||||||||||||||||
Inventory |
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WARRANTS AND STOCK BASED COMPENSATION (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Options And Warrants Tables | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary warrant activity |
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Outstanding warrants to purchase its common stock |
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Non-Qualified Stock Options assumptions used |
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Stock option activity |
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DEBT (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||
Line of credit and convertible notes payable |
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FAIR VALUE MEASUREMENTS (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of financial liabilities on a recurring basis |
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Changes in recurring fair value measurements included in net loss |
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Summary of changes in the fair value of our Level 3 financial liabilities |
The table below sets forth a summary of changes in the fair value of our Level 3 financial liabilities for the three months ended March 31, 2018:
The table below sets forth a summary of changes in the fair value of our Level 3 financial liabilities for the three months ended March 31, 2017:
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INCOME TAXES (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
Deferred tax asset |
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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Inventory | ||
Purchased materials | $ 28,067 | $ 29,012 |
Finished goods | 962,652 | 1,240,089 |
Allowance for obsolescence reserve | (93,000) | (93,000) |
Total | $ 897,719 | $ 1,176,101 |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
Dec. 31, 2017 |
|
State of incorporation | Nevada | ||
Date of incorporation | Jan. 01, 2001 | ||
Common stock, par value | $ 0.001 | $ .001 | |
Net loss | $ 712,385 | $ 270,274 | |
Accumulated deficit | 48,953,734 | $ 48,241,349 | |
Inventory reserves | $ 93,000 | $ 93,000 | |
True Drinks Inc [Member] | |||
State of incorporation | Delaware | ||
Date of incorporation | Jan. 19, 2012 |
SHAREHOLDERS' EQUITY (Details Narrative) |
3 Months Ended |
---|---|
Mar. 31, 2018
USD ($)
| |
Shareholders Equity | |
Dividends on preferred shares | $ 64,279 |
Unpaid dividends | $ 64,279 |
WARRANTS AND STOCK BASED COMPENSATION (Details) |
3 Months Ended |
---|---|
Mar. 31, 2018
$ / shares
shares
| |
Warrant Outstanding | |
Outstanding, beginning of period | shares | 11,982,864 |
Granted | shares | 1,383,334 |
Exercised | shares | 0 |
Expired | shares | (1,474,436) |
Outstanding | shares | 11,891,762 |
Weighted average exercise price | |
Outstanding Weighted Average Exercise Prices, beginning of period | $ / shares | $ 0.17 |
Granted | $ / shares | 0.15 |
Exercised | $ / shares | 0.00 |
Expired | $ / shares | 0.32 |
Outstanding Weighted Average Exercise Prices, end of period | $ / shares | $ 0.15 |
WARRANTS AND STOCK BASED COMPENSATION (Details 1) |
3 Months Ended |
---|---|
Mar. 31, 2018
$ / shares
shares
| |
Outstanding | shares | 11,891,762 |
Outstanding Weighted Average Exercise Prices, end of period | $ / shares | $ 0.15 |
Weighted average remaining life (Yrs) | 3 years 4 months 20 days |
$0.15 [Member] | |
Outstanding | shares | 11,464,129 |
Outstanding Weighted Average Exercise Prices, end of period | $ / shares | $ 0.15 |
Weighted average remaining life (Yrs) | 3 years 5 months 1 day |
$0.19 [Member] | |
Outstanding | shares | 427,633 |
Outstanding Weighted Average Exercise Prices, end of period | $ / shares | $ 0.19 |
Weighted average remaining life (Yrs) | 2 years 5 months 19 days |
WARRANTS AND STOCK BASED COMPENSATION (Details 2) |
3 Months Ended |
---|---|
Mar. 31, 2018 | |
Warrants Details 2 | |
Expected life | 30 months |
Estimated volatility | 75.00% |
Risk-free interest rate | 1.10% |
Dividends | 0.00% |
WARRANTS AND STOCK BASED COMPENSATION (Details 3) |
3 Months Ended |
---|---|
Mar. 31, 2018
$ / shares
shares
| |
Options outstanding, beginning | 41,770,782 |
Exercised | 0 |
Granted | 200,000 |
Forfeited | 20,635,847 |
Expired | 0 |
Options outstanding, ending | 21,334,935 |
Weighted Average Exercise Price Options outstanding, beginning | $ / shares | $ 0.080 |
Weighted Average Exercise Price Exercised | $ / shares | 0.000 |
Weighted Average Exercise Price Granted | $ / shares | 0.025 |
Weighted Average Exercise Price Forfeited | $ / shares | 0.07 |
Weighted Average Exercise Price Expired | $ / shares | 0.000 |
Weighted Average Exercise Price Options outstanding, ending | $ / shares | $ 0.030 |
Restricted Common Stock | |
Options outstanding, beginning | 3,354,061 |
Granted | 0 |
Issued | 0 |
Forfeited | (551,977) |
Options outstanding, ending | 2,802,084 |
DEBT (Details) |
3 Months Ended |
---|---|
Mar. 31, 2018
USD ($)
| |
Line of Credit [Member] | |
Outstanding, beginning | $ 10,953 |
Borrowings | 83,131 |
Outstanding, ending | 94,084 |
Notes Payable [Member] | |
Outstanding, beginning | 2,803,610 |
Borrowings | 415,000 |
Recording of debt discount on secured notes | (250) |
Amortization of debt discount to interest expense | 17,862 |
Outstanding, ending | $ 3,236,222 |
DEBT (Details Narrative) |
3 Months Ended |
---|---|
Mar. 31, 2018
USD ($)
| |
Debt Details Narrative | |
Line of credit maximum borrowing capacity | $ 1,500,000 |
Line of credit | $ 94,084 |
LOC interest rate | 4.50% |
Interest acrual rate per annum | 250000.00% |
COMMITMENTS AND CONTINGENCIES (Details Narrative) |
3 Months Ended |
---|---|
Mar. 31, 2018
USD ($)
| |
Commitments And Contingencies Details Narrative | |
Total rent expense related to operating leases | $ 15,993 |
FAIR VALUE MEASUREMENTS (Details) - USD ($) |
Mar. 31, 2018 |
Dec. 31, 2017 |
Mar. 31, 2017 |
Dec. 31, 2016 |
---|---|---|---|---|
Derivative liabilities | $ 8,337 | $ 8,337 | $ 96,707 | $ 5,792,572 |
Fair Value, Inputs, Level 1 [Member] | ||||
Derivative liabilities | 0 | 0 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Derivative liabilities | 0 | 0 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Derivative liabilities | $ 8,337 | $ 8,337 |
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Change in Estimated Fair Value Recognized in Results of Operations | $ 0 | $ 2,243,518 |
Other Income [Member] | ||
Change in Estimated Fair Value Recognized in Results of Operations | 0 | 2,243,518 |
Other Expense [Member] | ||
Change in Estimated Fair Value Recognized in Results of Operations | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS (Details 2) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Level 3 Financial Liabilities | ||
Derivative liabilities, beginning balance | $ 8,337 | $ 5,792,572 |
Recorded new derivative liabilities | 0 | 2,291,334 |
Reclassification of Derivative Liabilities to Additional Paid in Capital | 0 | (5,743,681) |
Change in Estimated Fair Value Recognized in Results of Operations | 0 | (2,243,518) |
Derivative liabilities, ending balance | $ 8,337 | $ 96,707 |
INCOME TAXES - Deferred tax asset (Details) - USD ($) |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Income Tax Disclosure [Abstract] | ||
Deferred tax asset –NOL’s | $ 10,300,000 | $ 13,200,000 |
Less valuation allowance | (10,300,000) | (13,200,000) |
Net deferred tax asset | $ 0 | $ 0 |
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