Delaware
|
98-0513637
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
16415 Addison Road, Suite 300
|
||
Addison, Texas 75001
|
||
(Address of principal executive offices)
|
||
(972) 865-6192
|
||
(Registrant’s telephone number, including area code)
|
||
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.0001 par value
|
||
Securities registered pursuant to Section 12(g) of the Act:
|
||
None
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Large accelerated filer
|
o
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Accelerated filer
|
o
|
|||
Non-accelerated filer
|
o
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(Do not check if a smaller reporting company)
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Smaller reporting company
|
x
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Table of Contents
|
|||
Page
|
|||
PART I
|
3
|
||
ITEM 1.
|
3
|
||
ITEM 1A.
|
8
|
||
ITEM 1B.
|
13
|
||
ITEM 2.
|
13
|
||
ITEM 3.
|
14
|
||
ITEM 4.
|
14
|
||
PART II
|
15
|
||
ITEM 5.
|
15
|
||
ITEM 6.
|
15
|
||
ITEM 7.
|
16
|
||
ITEM 7A.
|
23
|
||
ITEM 8.
|
23
|
||
ITEM 9.
|
23
|
||
ITEM 9A.
|
23
|
||
ITEM 9B.
|
23
|
||
PART III
|
24
|
||
ITEM 10.
|
24
|
||
ITEM 11.
|
24
|
||
ITEM 12.
|
24
|
||
ITEM 13.
|
24
|
||
ITEM 14.
|
24
|
||
PART IV
|
25
|
||
ITEM 15.
|
25
|
||
26
|
|||
27
|
|||
F-1
|
|||
F-2
|
|||
F-3
|
|
·
|
Improve communication between and among law enforcement officers and agencies. Allow law enforcement officers to compile and share information, in real-time, via a common database accessible by all such officers on the COPsync Network, irrespective of agency jurisdiction;
|
|
·
|
Allow officers to query, in real time, various local, state and federal law enforcement databases, including (i) the FBI Criminal Justice Information Service (CJIS) database, (ii) the law enforcement telecommunications system databases for the States of Texas, Mississippi and Massachusetts, (iii) the historical databases of our agency subscribers who have provided us with such access, (iv) certain Department of Homeland Security’s El Paso Intelligence Center (EPIC) information relating to persons crossing the United States – Mexico border, and (v) our COPsync Network database. As we continue to expand the scope of our operations to states others than noted above, we anticipate that we will be granted access to the law enforcement telecommunications databases in those states as well, subject to approvals from the applicable governing state and municipal agencies;
|
|
·
|
Allow dispatchers and officers to send, in real-time, BOLO (be on the lookout) and other alerts of child kidnappings, robberies, car thefts, police pursuits, and other crimes in progress to all officers on the COPsync Network, regardless of agency jurisdiction;
|
|
·
|
Allow officers to write citations, offense and crash reports and the like and electronically transmit, in real-time or near real-time, the information in those reports to the COPsync database and local court and agency databases;
|
|
·
|
Inform officers of outstanding Texas Class C misdemeanor warrants, in real-time, at the point of a traffic stop and allow the officers to issue a warning with respect to those warrants or, as a future enhancement, collect payment for those warrants using a credit card, through a specific feature enhancement to the COPsync Network often referred to as the WARRANTsync system.
|
●
|
We have incurred and will continue to incur material research and development costs to continue to build out our infrastructure and add new features and functionality to our offerings.
|
●
|
We incurred start-up costs to establish our services and continue to incur recurring fixed costs to maintain our services.
|
●
|
We acquire subscribers and bring them onto our services, which requires variable acquisition costs related to sales, installation and deployment.
|
●
|
We recruit subscribers with the goal of reaching a level of aggregate subscriber payments that exceeds our fixed (and variable) recurring service costs.
|
●
|
We seek to maintain a high renewal rate among existing subscribers.
|
●
|
We augment these recurring revenues with product revenues from sales of our VidTac law enforcement in-car video system.
|
|
·
|
Persons can send emergency alerts directly to the five closest law enforcement officers’ dashboard computers while simultaneously alerting the 911 law enforcement dispatch center.
|
|
·
|
Text alerts are simultaneously sent to others within the targeted location and all officers in the area that subscribe to the COPsync Network.
|
|
·
|
Once triggered, a crisis communication portal is established among the person sending the alert, the local 911 dispatch center and the responding officers – all within the span of approximately two seconds.
|
|
·
|
This crisis communication portal enables all parties to communicate directly and in real-time as the responding officers make their way to the scene.
|
|
·
|
Subsequent alerts sent from the scene by others are automatically added to the initial crisis communication portal, thus providing law enforcement responders real-time situational awareness information.
|
|
·
|
Responding officers are able to view a diagram of the school or other facility and a map of its physical location through the crisis communication portal.
|
· In the event of a courthouse threat, panic alerts can be activated via Microsoft Windows court computers or mobile device and sent directly to the five geographically closest officers in their patrol cars.
|
· The alerts simultaneously inform the 9-1-1 dispatch center, which allows unified communication among 9-1-1 dispatch, the court, officers, EMS and fire department.
|
· Court personnel are able to query federal law enforcement databases and databases pertaining to officer safety and dangerous persons.
|
· Audibly informs the officer of outstanding Class C warrants after the officer runs a driver’s license during a routine traffic stop.
|
· Sends a message to the court-designated warrant custodian to verify that the Class C warrant is still valid, with information then relayed back to the officer.
|
· Allows the officer to issue a warning or make an arrest for the outstanding Class C warrant, and in the future the service will provide the officer the option to collect fines and fees for the warrant as permitted by Texas HB 121 in 2015.
|
|
·
|
Our VidTac system possesses features and functionality that other existing video systems do not possess.
|
|
·
|
We are offering our VidTac system at a much lower price point than the average price of the competing DVR-based video systems.
|
|
·
|
Since our system is software based, most maintenance fixes and updates can be automatically “pushed” to the users, thus avoiding the need for the delay and inconvenience of on-site maintenance or the return of the system for repair.
|
|
·
|
our ability to market and sell the COPsync Network and other products for a profit;
|
|
·
|
our ability to recruit and retain skilled personnel; and
|
|
·
|
our evolving business model.
|
|
·
|
longer operating histories;
|
|
·
|
greater financial, technical, marketing, sales and other resources;
|
|
·
|
positive cash flows from operations;
|
|
·
|
greater name recognition;
|
|
·
|
a broader range of products to offer;
|
|
·
|
a larger installed base of customers; and
|
|
·
|
competitive product pricing.
|
|
·
|
actual or anticipated fluctuations in our quarterly and annual results;
|
|
·
|
changes in market valuations of companies in our industry;
|
|
·
|
announcements by us or our competitors of new strategies, significant contracts, acquisitions, strategic relationships, joint ventures, capital commitments or other material developments that may affect our prospects;
|
|
·
|
shortfalls in our operating results from levels forecasted by company management;
|
|
·
|
additions or departures of our key personnel;
|
|
·
|
sales of our capital stock in the future;
|
|
·
|
liquidity or cash flow constraints; and
|
|
·
|
fluctuations in stock market prices and volume, which are particularly common for the securities of emerging technology companies, such as us.
|
Price Range
|
||||||||
Quarter Ending
|
High
|
Low
|
||||||
December 31, 2015
|
$
|
8.50
|
1.54
|
|||||
September 30, 2015
|
$
|
9.50
|
8.50
|
|||||
June 30, 2015
|
$
|
9.50
|
8.50
|
|||||
March 31, 2015
|
$
|
21.00
|
9.50
|
|||||
December 31, 2014
|
$
|
22.50
|
17.50
|
|||||
September 30, 2014
|
$
|
24.00
|
8.00
|
|||||
June 30, 2014
|
$
|
10.00
|
4.50
|
|||||
March 31, 2014
|
$
|
5.00
|
4.00
|
●
|
We have incurred and will continue to incur material research and development costs to continue to build out our infrastructure and add new features and functionality to our offerings.
|
●
|
We have incurred start-up costs to establish our services and continue to incur recurring fixed costs to maintain our services.
|
●
|
As we acquire subscribers and bring them onto our services, we experience variable acquisition costs related to sales, installation and deployment.
|
●
|
We recruit subscribers with the goal of reaching a level of aggregate subscriber payments that exceeds our fixed (and variable) recurring service costs.
|
●
|
We seek to maintain a high renewal rate among existing subscribers.
|
|
a. Revenue Recognition
|
|
b. Software Development Costs
|
For the twelve months ended December 31,
|
||||||||||||||||
2015
|
2014
|
|||||||||||||||
$
|
%
|
$
|
%
|
|||||||||||||
Hardware, installation and other revenues
|
||||||||||||||||
Revenues
|
$
|
2,820,435
|
100
|
%
|
$
|
3,248,091
|
100
|
%
|
||||||||
Cost of Revenues-hardware & other external costs
|
2,113,593
|
75
|
%
|
2,332,922
|
73
|
%
|
||||||||||
Cost of Revenues-internal costs
|
304,168
|
11
|
%
|
238,437
|
7
|
%
|
||||||||||
Total Gross Profit
|
$
|
402,674
|
14
|
%
|
$
|
676,732
|
21
|
%
|
||||||||
Software license/subscription revenues
|
||||||||||||||||
Revenues
|
$
|
3,312,977
|
100
|
%
|
$
|
2,662,237
|
100
|
%
|
||||||||
Cost of Revenues-internal costs
|
1,427,927
|
43
|
%
|
763,665
|
29
|
%
|
||||||||||
Amortization of capitalized software development costs
|
-
|
0
|
%
|
436,471
|
16
|
%
|
||||||||||
Total Gross Profit
|
$
|
1,885,050
|
57
|
%
|
$
|
1,462,101
|
55
|
%
|
||||||||
Total Company
|
||||||||||||||||
Revenues
|
$
|
6,133,412
|
100
|
%
|
$
|
5,910,328
|
100
|
%
|
||||||||
Cost of Revenues
|
3,845,688
|
63
|
%
|
3,771,495
|
64
|
%
|
||||||||||
Total Gross Profit
|
$
|
2,287,724
|
37
|
%
|
$
|
2,138,833
|
36
|
%
|
Payments Due by Period
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
2016
|
2017-2018
|
2019-2020
|
After 2020
|
|||||||||||||||
Long-Term Debt Obligations
|
$
|
441,016
|
$
|
110,053
|
$
|
225,647
|
$
|
105,316
|
$
|
-
|
||||||||||
Capital Lease Obligations
|
$
|
28,128
|
$
|
9,010
|
$
|
19,118
|
$
|
-
|
$
|
-
|
||||||||||
Operating Lease Obligations
|
$
|
652,525
|
$
|
169,843
|
$
|
275,500
|
$
|
207,182
|
$
|
-
|
||||||||||
Total Contractual Obligations
|
$
|
1,121,669
|
$
|
288,906
|
$
|
520,265
|
$
|
312,498
|
$
|
-
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Balance Sheets
|
F-3
|
Statements of Operations
|
F-5
|
Statements of Stockholders’ Equity (Deficit)
|
F-6
|
Statements of Cash Flows
|
F-8
|
Notes to the Financial Statements
|
F-10
|
COPSYNC, INC.
|
|||
Date: March 30, 2016
|
By:
|
/s/ Ronald A. Woessner
|
|
Ronald A. Woessner
|
|||
Chief Executive Officer
|
|||
/s/ Ronald A. Woessner
|
Chief Executive Officer and Director
|
March 30, 2016
|
|||
Ronald A. Woessner
|
(Principal Executive Officer)
|
||||
/s/ Barry W. Wilson
|
Chief Financial Officer
|
March 30, 2016
|
|||
Barry W. Wilson
|
(Principal Financial Officer and Principal Accounting Officer)
|
||||
/s/ Russell Chaney
|
Chairman and Director
|
March 30, 2016
|
|||
Russell Chaney
|
|||||
/s/ Shane Rapp
|
President and Director
|
March 30, 2016
|
|||
Shane Rapp
|
|||||
Director
|
March 30, 2016
|
||||
Joel Hochberg
|
|||||
Director
|
March 30, 2016
|
||||
Joseph R. Alosa
|
|||||
/s/ Robert Harris
|
Director
|
March 30, 2016
|
|||
Robert Harris
|
|||||
Director
|
March 30, 2016
|
||||
Brian K. Tuskan
|
|||||
/s/ Luisa Ingargiola
|
Director
|
March 30, 2016
|
|||
Luisa Ingargiola
|
|||||
Exhibit Number
|
Description
|
|
3.1
|
Amended and Restated Certificate of Incorporation filed on September 2, 2009 (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 20, 2009).
|
|
3.2
|
Certificate of Designations of Series B Convertible Preferred Stock filed on October 14, 2009 (Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on October 20, 2009).
|
|
3.3
|
Certificate of Amendment to Certificate of Incorporation effective as of October 14, 2015 (Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on October 16, 2015).
|
|
3.4
|
Amended and Restated Bylaws (Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on September 15, 2015).
|
|
4.1
|
Form of Common Stock Certificate (Incorporated by reference to Registrant’s Registration Statement on Form SB-2 (Registration No. 333-140320)).
|
|
10.1
|
Form of Three-Year COPsync, Inc. Promissory Note, originally issued in 2014 (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed with Commission on November 11, 2014).
|
|
10.2
|
Form of Warrant to Purchase Common Stock (Cash Payment Exercise) (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed with Commission on November 11, 2014).
|
|
10.3
|
Form of Warrant to Purchase Common Stock (Cashless Exercise) (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed with Commission on November 11, 2014).
|
|
10.4
|
Form of Three-Year COPsync, Inc. Promissory Note, originally issued in 2015 (Incorporated by reference to Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2015).
|
|
10.5
|
Form of Warrant, dated as of October 14, 2009, issued by registrant to the investors in its Series B Preferred Stock (Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Commission on October 20, 2009).
|
|
10.6
|
Investors’ Rights Agreement, dated as of October 14, 2009, by and among registrant and the investors in its Series B Preferred Stock (excluding exhibits) (Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Commission on October 20, 2009).
|
|
10.7+
|
Amended and Restated Executive Employment Agreement, dated April 29, 2009, by and between Russell D. Chaney and registrant (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 20, 2009)
|
|
10.8+
|
Amended and Restated Executive Employment Agreement, dated April 29, 2009, by and between J. Shane Rapp and registrant (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q filed with the Commission on November 20, 2009)
|
|
10.9+
|
Stock Restriction Agreement, dated as of August 27, 2010, by and between Ronald A. Woessner and registrant. (Incorporated by reference to the registrant’s Annual Report on Form 10-K filed with the Commission on April 15, 2011).
|
|
10.10+
|
Form of Indemnification Agreement, dated as of October 14, 2009, by and between registrant and its officers and directors (Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Commission on October 20, 2009).
|
|
10.11+
|
Registrant’s 2009 Long-Term Incentive Plan (Incorporated by reference to registrant’s Registration Statement on Form S-8 (Registration No. 333-161882)).
|
|
10.12+
|
Amendment No. 1 to Registrant’s 2009 Long-Term Incentive Plan (Incorporated by reference to Registrant’s Information Statement in Schedule 14C, filed on March 2, 2015).
|
|
10.13
|
Form of Warrant, issued by the registrant to certain investors (Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on April 6, 2011).
|
|
10.14
|
Form of Convertible Note, issued by the registrant to certain investors (Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Commission on April 6, 2011).
|
|
10.15
|
Commercial Sublease Agreement with Addison Tower Investment Company LLC (entered into as of January 28, 2013) (Incorporated by reference to Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2015).
|
|
10.16
|
Commercial Lease Agreement with 1000 Walnut Limited, as amended on June 17, 2014 (originally executed on March 28, 2014) (Incorporated by reference to Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2015).
|
|
10.17
|
Advisory Agreement with Maxim Group LLC (entered into as of October 6, 2014) (Incorporated by reference to Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2015).
|
10.18
|
Form of Registration Rights Agreement issued pursuant to the Company’s 2015 Private Placement Offering (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 11, 2015).
|
|
10.19
|
Form of Securities Purchase Agreement issued pursuant to the Company’s 2015 Private Placement Offering (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 11, 2015).
|
|
10.20
|
Form of Convertible Promissory Note issued pursuant to the Company’s 2015 Private Placement Offering (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 11, 2015).
|
|
10.21
|
Form of Stock Purchase Warrant issued pursuant to the Company’s 2015 Private Placement Offering (Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 11, 2015).
|
|
10.22
|
Warrant Agreement (Incorporated by reference to Registrant’s Current Report on Form 8-K dated November 18, 2015).
|
|
10.23
|
Form of Warrant (included in Exhibit 10.22) (Incorporated by reference to Registrant’s Current Report on Form 8-K dated November 18, 2015).
|
|
10.24
|
Form of Underwriter’s Warrant (included in Exhibit 1.1) (Incorporated by reference to Registrant’s Current Report on Form 8-K filed with the Commission on November 18, 2015).
|
|
10.25
|
Form of Series B Stock Conversion, Warrant Exercise and Investor Rights Agreement (Incorporated by reference to Registrant’s Registration Statement on Form S-1/A filed with the Commission on October 29, 2015).
|
|
10.26
|
Form of Conversion and Exercise Notice (Incorporated by reference to Registrant’s Registration Statement on Form S-1/A filed with the Commission on October 29, 2015).
|
|
10.27
|
Underwriting Agreement dated November 18, 2015 (Incorporated by reference to Registrant’s Current Report on Form 8-K dated November 18, 2015).
|
|
10.28
|
Form of Amendment to Registration Rights Agreement (Incorporated by reference to Registrant’s Registration Statement on Form S-1 filed with the Commission on December 18, 2015).
|
|
10.29
|
Form of Amendment to Warrant Agreement (Incorporated by reference to Registrant’s Registration Statement on Form S-1 filed with the Commission on December 18, 2015).
|
|
23.1#
|
||
31.1#
|
||
31.2#
|
||
32.1#
|
||
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Calculation Linkbase Documents
|
|
101.DEF
|
XBRL Taxonomy Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
#
|
Filed herewith
|
+
|
Indicates a management contract or compensatory plan
|
Page
|
|
F-2
|
|
F-3
|
|
F-5
|
|
F-6
|
|
F-8
|
|
F-10
|
PMB Helin Donovan, LLP
/s/ PMB Helin Donovan, LLP
March 30, 2016
Dallas, Texas
|
December 31,
2015
|
December 31,
2014
|
|||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
8,295,310
|
$
|
587,459
|
||||
Accounts receivable, net
|
426,265
|
223,622
|
||||||
Inventories
|
484,695
|
246,077
|
||||||
Prepaid expenses and other current assets
|
543,949
|
270,148
|
||||||
Deferred loan costs
|
-
|
50,000
|
||||||
Total Current Assets
|
9,750,219
|
1,377,306
|
||||||
PROPERTY AND EQUIPMENT
|
||||||||
Property and equipment
|
317,948
|
328,665
|
||||||
Less: accumulated depreciation
|
(193,760
|
)
|
(152,789
|
)
|
||||
Net Property and Equipment
|
124,188
|
175,876
|
||||||
OTHER ASSETS
|
||||||||
TOTAL ASSETS
|
$
|
9,874,407
|
$
|
1,553,182
|
December 31,
2015
|
December 31,
2014
|
|||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$
|
2,486,529
|
$
|
1,526,612
|
||||
Deferred revenues
|
2,028,120
|
2,526,990
|
||||||
Obligation under capital lease
|
9,010
|
7,632
|
||||||
Convertible notes payable, current portion
|
-
|
9,608
|
||||||
Three Year, 50% notes payable, net of $0 discount, current portion
|
40,500
|
121,500
|
||||||
Notes payable, current portion
|
126,260
|
669,789
|
||||||
Total Current Liabilities
|
4,690,419
|
4,862,131
|
||||||
LONG-TERM LIABILITIES
|
||||||||
Deferred revenues
|
1,091,838
|
1,142,437
|
||||||
Obligation under capital lease
|
19,118
|
27,466
|
||||||
Convertible notes payable
|
30,000
|
389,178
|
||||||
Three Year, 50% notes payable, net of $15,000 discount, non-current portion
|
66,000
|
291,118
|
||||||
Notes payable, non-current portion
|
219,963
|
56,639
|
||||||
Total Long-Term Liabilities
|
1,426,919
|
1,906,838
|
||||||
Total Liabilities
|
6,117,338
|
6,768,969
|
||||||
COMMITMENTS AND CONTINGENCIES
|
-
|
-
|
||||||
STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Series A Preferred stock, par value $0.0001 per share,
1,000,000 shares authorized; 100,000 shares issued
and outstanding, respectively
|
10
|
10
|
||||||
Series B Preferred stock, par value $0.0001 per share, 0 and
375,000 shares authorized; issued; and outstanding, respectively
|
-
|
37
|
||||||
Common stock, par value $0.0001 per share, 50,000,000
shares authorized; 8,362,903 and 4,037,049 issued and
outstanding, respectively
|
837
|
404
|
||||||
Common stock to be issued, 260,206 and 6,000 shares, respectively
|
700,121
|
42,000
|
||||||
Additional paid-in-capital
|
33,043,232
|
17,650,034
|
||||||
Accumulated deficit
|
(29,987,131
|
)
|
(22,908,272
|
)
|
||||
Total Stockholders' Equity (Deficit)
|
3,757,069
|
(5,215,787
|
)
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
9,874,407
|
$
|
1,553,182
|
For the Twelve Months Ended
|
||||||||
December 31,
|
||||||||
2015
|
2014
|
|||||||
REVENUES
|
||||||||
Hardware, installation and other revenues
|
$
|
2,820,435
|
$
|
3,248,091
|
||||
Software license/subscription revenues
|
3,312,977
|
2,662,237
|
||||||
Total Revenues
|
6,133,412
|
5,910,328
|
||||||
COST OF REVENUES
|
||||||||
Hardware and other costs
|
2,417,761
|
2,571,359
|
||||||
Software license/subscriptions
|
1,427,927
|
1,200,136
|
||||||
Total Cost of Revenues
|
3,845,688
|
3,771,495
|
||||||
GROSS PROFIT
|
2,287,724
|
2,138,833
|
||||||
OPERATING EXPENSES
|
||||||||
Research and development
|
1,616,744
|
1,825,786
|
||||||
Sales and marketing
|
2,225,212
|
1,408,659
|
||||||
General and administrative
|
2,471,896
|
2,960,262
|
||||||
Total Operating Expenses
|
6,313,852
|
6,194,707
|
||||||
LOSS FROM OPERATIONS
|
(4,026,128
|
)
|
(4,055,874
|
)
|
||||
OTHER INCOME (EXPENSE)
|
||||||||
Interest income
|
28,541
|
9,700
|
||||||
Interest expense
|
(1,203,183
|
)
|
(177,293
|
)
|
||||
Loss on debt conversion
|
(397,555
|
) | - | |||||
Beneficial conversion feature expense
|
(815,905
|
)
|
-
|
|||||
Total Other Expense
|
(2,388,102
|
)
|
(167,593
|
)
|
||||
NET LOSS BEFORE INCOME TAXES
|
(6,414,230
|
)
|
(4,223,467
|
)
|
||||
INCOME TAXES
|
-
|
-
|
||||||
NET LOSS
|
$
|
(6,414,230
|
)
|
$
|
(4,223,467
|
)
|
||
Series B preferred stock dividend
|
(38,692
|
)
|
(33,693
|
)
|
||||
Accretion of beneficial conversion feature on preferred shares dividends issued in kind
|
(52,500
|
)
|
(71,307
|
)
|
||||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS
|
$
|
(6,505,422
|
)
|
$
|
(4,328,467
|
)
|
||
LOSS PER COMMON SHARE - BASIC & DILUTED
|
$
|
(1.43
|
)
|
$
|
(1.18
|
)
|
||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC & DILUTED
|
4,543,886
|
3,659,734
|
Common
|
||||||||||||||||||||||||||||||||||||||||||||
Common
|
Stock
|
Total
|
||||||||||||||||||||||||||||||||||||||||||
Stock
|
Warrants
|
Additional
|
Shareholder
|
|||||||||||||||||||||||||||||||||||||||||
Preferred Stock A
|
Preferred Stock B
|
Common Stock
|
To Be
|
To Be
|
Paid-in
|
Accumulated
|
Equity
|
|||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Issued
|
Issued
|
Capital
|
Deficit
|
(Deficit)
|
||||||||||||||||||||||||||||||||||
Balance, January 1, 2014
|
100,000
|
$
|
10
|
375,000
|
$
|
37
|
3,500,290
|
$
|
350
|
$
|
1,500
|
$
|
-
|
$
|
13,727,123
|
$
|
(18,651,112
|
)
|
$
|
(4,922,092
|
)
|
|||||||||||||||||||||||
Valuation of the vested portion of employee and non-employee stock options
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
147,096
|
-
|
$
|
147,096
|
||||||||||||||||||||||||||||||||
Valuation of the vested portion of non-employee warrants
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
209,576
|
-
|
$
|
209,576
|
||||||||||||||||||||||||||||||||
Valuation of the vested portion of non-employee stock grants
|
-
|
-
|
-
|
-
|
50,000
|
5
|
-
|
-
|
1,049,995
|
-
|
$
|
1,050,000
|
||||||||||||||||||||||||||||||||
Common stock to be issued for cash at $5.00 per share from warrant exercises
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
480
|
-
|
-
|
$
|
24,000
|
||||||||||||||||||||||||||||||||
Capital contributed/co-founders' forfeiture of contractual compensation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
79,000
|
-
|
$
|
79,000
|
||||||||||||||||||||||||||||||||
Common stock issued for services at $5.00 per share
|
-
|
-
|
-
|
-
|
12,000
|
1
|
-
|
-
|
59,999
|
-
|
$
|
60,000
|
||||||||||||||||||||||||||||||||
Common stock issued for cash at $5.00 per share
|
-
|
-
|
-
|
-
|
424,862
|
43
|
-
|
-
|
2,084,072
|
-
|
$
|
2,084,115
|
||||||||||||||||||||||||||||||||
Common stock issued for cash at $5.00 per share from warrant exercises
|
-
|
-
|
-
|
-
|
4,800
|
0
|
-
|
-
|
24,000
|
-
|
$
|
24,000
|
||||||||||||||||||||||||||||||||
Common stock issued for cash at $10.00 per share from warrant exercises
|
-
|
-
|
-
|
-
|
2,000
|
0
|
-
|
-
|
20,000
|
-
|
$
|
20,000
|
||||||||||||||||||||||||||||||||
Common stock issued in conversion of notes payable and accrued interest at $5.00 per share
|
-
|
-
|
-
|
-
|
43,097
|
5
|
-
|
-
|
215,480
|
-
|
$
|
215,485
|
||||||||||||||||||||||||||||||||
Common stock to be issued for cash at $5.00 per share
|
-
|
-
|
-
|
-
|
-
|
-
|
330
|
-
|
-
|
-
|
$
|
16,500
|
||||||||||||||||||||||||||||||||
Series B Preferred stock- cumulative dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
105,000
|
(105,000
|
)
|
$
|
-
|
|||||||||||||||||||||||||||||||
Accretion of Beneficial Conversion Feature on Preferred Shares dividends issued in kind
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(71,307
|
)
|
71,307
|
$
|
-
|
|||||||||||||||||||||||||||||||
Net loss for the year ended December 31, 2014
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,223,467
|
)
|
$
|
(4,223,467
|
)
|
||||||||||||||||||||||||||||||
Balance, December 31, 2014
|
100,000
|
$
|
10
|
375,000
|
$
|
37
|
4,037,049
|
$
|
404
|
$
|
18,000
|
$
|
24,000
|
$
|
17,650,034
|
$
|
(22,908,272
|
)
|
$
|
(5,215,787
|
)
|
Common
|
||||||||||||||||||||||||||||||||||||||||||||
Common
|
Stock
|
Total | ||||||||||||||||||||||||||||||||||||||||||
Stock
|
Warrants
|
Additional |
Shareholder
|
|||||||||||||||||||||||||||||||||||||||||
Preferred Stock A
|
Preferred Stock B
|
Common Stock
|
To Be
|
To Be
|
Paid-in
|
Accumulated
|
Equity | |||||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Issued
|
Issued
|
Capital
|
Deficit
|
(Deficit)
|
||||||||||||||||||||||||||||||||||
Balance, January 1, 2015
|
100,000 | $ | 10 | 375,000 | $ | 37 | 4,037,049 | $ | 404 | $ | 18,000 | $ | 24,000 | $ | 17,650,034 | $ | (22,908,272 | ) | $ | (5,215,787 | ) | |||||||||||||||||||||||
$ | - | |||||||||||||||||||||||||||||||||||||||||||
Capital contributed/co-founders' forfeiture of contractual compensation
|
- | - | - | - | - | - | - | - | 79,000 | - | $ | 79,000 | ||||||||||||||||||||||||||||||||
Valuation of the vested portion of employee and non-employee stock options
|
- | - | - | - | - | - | - | - | 182,114 | - | $ | 182,114 | ||||||||||||||||||||||||||||||||
Valuation of Beneficial Conversion Feature (BCF) on 2015 convertible promissory notes
|
- | - | - | - | - | - | - | - | 976,505 | - | $ | 976,505 | ||||||||||||||||||||||||||||||||
Common stock issued for warrants exercised and current year
deposits
|
- | - | - | - | 21,298 | 2 | (15,000 | ) | (24,000 | ) | 180,988 | - | $ | 141,990 | ||||||||||||||||||||||||||||||
Valuation of the vested portion of non-employee warrants
|
- | - | - | - | - | - | - | - |
114,757
|
- | $ |
114,757
|
||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||
Common stock issued in conversion of notes
payable and accrued interest
|
- | - | - | - | 897,792 | 90 | 238,997 | - | 3,331,792 | - | $ | 3,570,879 | ||||||||||||||||||||||||||||||||
Valuation of warrants exercisable at $20.00 per share issued in relationship to conversion of a note payable
|
- | - | - | - | - | - | - | - | 130,231 | - | $ | 130,231 | ||||||||||||||||||||||||||||||||
Valuation of warrants issued related to private placement
|
- | - | - | - | - | - | - | - | 214,162 | - | $ | 214,162 | ||||||||||||||||||||||||||||||||
Common stock issued to vendors and consultants for services rendered in lieu of cash
|
- | - | - | - | 32,933 | 4 | 458,115 | 248,996 | - | $ | 707,115 | |||||||||||||||||||||||||||||||||
Stock-related admin fees for Common stock issued
|
- | - | - | - | - | - | - | - | (4,146 | ) | - | $ | (4,146 | ) | ||||||||||||||||||||||||||||||
Common stock issued in Uplist at $3.49 per share
|
- | - | - | - | 3,028,572 | 303 | 10,569,413 | - | $ | 10,569,716 | ||||||||||||||||||||||||||||||||||
Warrants issued in Uplist at $0.01
|
- | - | - | - | - | - | - | - | 34,338 | - | $ | 34,338 | ||||||||||||||||||||||||||||||||
Conversion of preferred series B stock to common stock
|
- | - | (375,000 | ) | (37 | ) | 225,000 | 23 | 9 | 5 | - | $ | - | |||||||||||||||||||||||||||||||
Preferred series B stock warrant exercise at $6.25
|
- | - | - | - | 60,000 | 6 | - | - | 374,994 | - | $ | 375,000 | ||||||||||||||||||||||||||||||||
Preferred series B stock incentive shares at $3.49
|
- | - | - | - | 60,000 | 6 | - | - | 209,394 | - | $ | 209,400 | ||||||||||||||||||||||||||||||||
Preferred series B stock interest
|
- | - | - | - | - | - | - | - | 12,658 | - | $ | 12,658 | ||||||||||||||||||||||||||||||||
Uplist costs
|
- | - | - | - | - | - | - | - | (1,288,038 | ) | - | $ | (1,288,038 | ) | ||||||||||||||||||||||||||||||
Series B preferred stock - cumulative dividends
|
- | - | - | - | - | - | - | - | 78,534 | (78,534 | ) | $ | - | |||||||||||||||||||||||||||||||
Series B preferred stock - BCF cumulative dividends
|
- | - | - | - | - | - | - | - | (52,500 | ) | 52,500 | $ | - | |||||||||||||||||||||||||||||||
Series B preferred stock - dividend payment
|
- | - | - | - | - | - | - | - | - | (638,595 | ) | $ | (638,595 | ) | ||||||||||||||||||||||||||||||
Reverse split adjustment
|
- | - | - | - | 259 | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
Net loss for the year ended December 31, 2015
|
- | - | - | - | - | - | - | - | - | (6,414,230 | ) | $ | (6,414,230 | ) | ||||||||||||||||||||||||||||||
Balance, December 31, 2015
|
100,000 | $ | 10 | - | $ | - | 8,362,903 | $ | 837 | $ | 700,121 | $ | - | $ | 33,043,232 | $ | (29,987,131 | ) | $ | 3,757,069 |
For the Twelve Months Ended
|
||||||||
December 31,
|
||||||||
2015
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$
|
(6,414,230
|
)
|
$
|
(4,223,467
|
)
|
||
Adjustments to reconcile net loss to net cash used
in operating activities:
|
||||||||
Depreciation and amortization
|
53,221
|
47,393
|
||||||
Amortization of software costs
|
-
|
436,471
|
||||||
Amortization of beneficial conversion costs
|
815,905
|
-
|
||||||
Loss on Debt Conversion
|
397,555
|
|||||||
Amortization of finance costs
|
736,138
|
-
|
||||||
Amortization of endorser agreements
|
117,048
|
-
|
||||||
Additional expense for granting options
|
182,114
|
147,097
|
||||||
Additional expense for granting warrants
|
114,757
|
-
|
||||||
Amortization of note discount
|
97,179
|
-
|
||||||
Inventory Obsolescence
|
20,000
|
|||||||
Cost of performance based warrants issued for outside services rendered
|
-
|
209,576
|
||||||
Valuation of exercised warrants exercisable at $20.00
|
19,164
|
|||||||
Cost of stock grant issued for outside services rendered
|
-
|
1,050,000
|
||||||
Discount on three-year, 50% notes payable
|
-
|
37,993
|
||||||
Capital contributed/co-founders' forfeiture of contractual compensation
|
79,000
|
79,000
|
||||||
Bad debt expense
|
(114,389
|
)
|
185,864
|
|||||
Loss on asset disposals
|
1,780
|
(1,516
|
)
|
|||||
Change in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(85,503
|
)
|
(276,789
|
)
|
||||
Inventories
|
(258,618
|
)
|
111,856
|
|||||
Prepaid expenses and other current assets
|
187,180
|
(57,146
|
)
|
|||||
Deferred loan costs
|
50,000
|
(50,000
|
)
|
|||||
Deferred revenues
|
(549,470
|
)
|
(261,586
|
)
|
||||
Accounts payable and accrued expenses
|
1,196,271
|
(335,616
|
)
|
|||||
Net Cash Used in Operating Activities
|
$
|
(3,354,898
|
)
|
$
|
(2,900,870
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Proceeds from asset disposals
|
4,000
|
2,500
|
||||||
Purchases of property and equipment
|
(21,319
|
)
|
(51,233
|
)
|
||||
Net Cash Used in Investing Activities
|
$
|
(17,319
|
)
|
$
|
(48,733
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from notes payable
|
600,000
|
285,000
|
||||||
Proceeds from issuance of common stock for cash
|
-
|
2,084,115
|
||||||
Proceeds from common stock to be issued, net
|
-
|
40,500
|
||||||
Proceeds from convertible notes
|
526,315
|
-
|
||||||
Proceeds from the issuance of stock for warrant exercises
|
153,756
|
44,000
|
||||||
Proceeds from note-related advance
|
-
|
475,000
|
||||||
Proceeds from three-year, 50% notes payable
|
-
|
405,000
|
||||||
Proceeds from private placement
|
1,596,753
|
-
|
||||||
Proceeds from stock uplist, net of costs
|
9,311,870
|
-
|
||||||
Proceeds from preferred series B warrant exercise
|
375,000
|
-
|
||||||
Payments on three-year, 50% notes payable
|
(30,375
|
)
|
(30,375
|
)
|
||||
Payment of preferred series B dividend
|
(638,055
|
)
|
-
|
|||||
Payments on capitalized lease obligation
|
(6,970
|
)
|
-
|
|||||
Payments on notes payable
|
(808,226
|
)
|
(180,229
|
)
|
||||
Net Cash Provided by Financing Activities
|
$
|
11,080,068
|
$
|
3,123,011
|
||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
7,707,851
|
173,408
|
||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
587,459
|
414,051
|
||||||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$
|
8,295,310
|
$
|
587,459
|
For the Twelve Months Ended
|
||||||||
December 31,
|
||||||||
2015
|
2014
|
|||||||
SUPPLEMENTAL DISCLOSURES:
|
||||||||
Cash paid for interest
|
$
|
201,861
|
$
|
62,683
|
||||
Cash paid for income tax
|
$
|
10,922
|
$
|
9,649
|
||||
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Non-cash common stock to be issued 140,000 shares for consulting endorsement agreements
|
$
|
453,850
|
$
|
-
|
||||
Issuance of common stock 60,000 shares for preferred series B incentive
|
$
|
209,400
|
$
|
-
|
||||
Private placement issue costs and beneficial conversion feature
|
$
|
662,912
|
$
|
-
|
||||
Issuance of 89,364 shares of common stock for and 31,036 shares to be issued for 3 year 50% notes payable
|
$
|
372,922
|
$
|
-
|
||||
Issuance of 659,573 shares of common stock for private placement notes
|
$
|
1,795,000
|
||||||
Issuance of 59,504 shares of common stock and 14,170 shares to be issued on note payable conversions
|
$
|
1,653,624
|
||||||
Partial financing associated with the purchase of two fleet vehicles
|
$
|
-
|
$
|
49,503
|
||||
Series B Preferred stock dividends
|
$
|
-
|
$
|
27,020
|
||||
Accretion of beneficial conversion feature on preferred shares dividends issued in kind
|
$
|
52,500
|
$
|
71,307
|
||||
Non-cash issuance of 0 and 12,000 shares of common stock, respectively, to third party for services performed and to be performed
|
$
|
-
|
$
|
60,000
|
||||
Conversion of convertible notes into 0 and 43,097 shares of common stock, respectively
|
$
|
-
|
$
|
215,485
|
||||
Financing of prepaid insurance policy
|
$
|
-
|
$
|
40,300
|
||||
Insurance proceeds applied to outstanding bank loan
|
$
|
-
|
$
|
15,854
|
||||
Capitalized lease involving two fleet vehicles
|
$
|
-
|
$
|
35,098
|
2015
|
2014
|
|||||||
Cash in bank
|
$
|
8,053,390
|
$
|
586,469
|
||||
Money market funds
|
241,920
|
990
|
||||||
Cash and cash equivalents
|
$
|
8,295,310
|
$
|
587,459
|
At December 31,
|
||||||||
Classes of Depreciable Assets
|
2015
|
2014
|
||||||
Fleet Vehicles
|
$
|
148,940
|
$
|
174,094
|
||||
Fleet Vehicles - Capitalized Lease
|
35,098
|
35,098
|
||||||
Furniture and Fixtures
|
10,467
|
10,467
|
||||||
Computer Hardware
|
86,508
|
72,070
|
||||||
Computer Software
|
36,935
|
36,936
|
||||||
Property and Equipment
|
$
|
317,948
|
$
|
328,665
|
||||
Accumulated Depreciation
|
$
|
(193,760
|
)
|
$
|
(152,789
|
)
|
||
Net Property and Equipment
|
$
|
124,188
|
$
|
175,876
|
Computer hardware/software
|
3 years
|
Fleet vehicles
|
5 years
|
Furniture and fixtures
|
5 to 7 years
|
December 31,
|
||||||||
Category
|
2015
|
2014
|
||||||
Trade receivables
|
$
|
1,360,929
|
$
|
1,101,279
|
||||
Other receivables
|
26,360
|
53,227
|
||||||
Elimination of unpaid deferred revenue
|
(861,024
|
)
|
(716,495
|
)
|
||||
Allowance for doubtful accounts
|
(100,000
|
)
|
(214,389
|
)
|
||||
Total Accounts Receivable
|
$
|
426,265
|
$
|
223,622
|
December 31,
|
||||||||
Category
|
2015
|
2014
|
||||||
Finished goods
|
504,695
|
246,077
|
||||||
Obsolescence Allowance
|
(20,000
|
)
|
-
|
|||||
Total Inventory
|
$
|
484,695
|
$
|
246,077
|
December 31,
|
||||||||
Category
|
2015
|
2014
|
||||||
Prepaid Insurance
|
$
|
69,456
|
$
|
44,101
|
||||
Subscriptions
|
54,756
|
24,050
|
||||||
Vendor Prepayments
|
34,389
|
103,044
|
||||||
Deferred Valuation Expense Related To Endorser Agreements
|
353,802
|
-
|
||||||
Deferred Charges
|
31,546
|
98,953
|
||||||
Total Prepaid Expenses and Other Assets
|
$
|
543,949
|
$
|
270,148
|
December 31,
|
||||||||
2015
|
2014
|
|||||||
Capitalized software development costs
|
$
|
-
|
$
|
2,724,082
|
||||
Accumulated amortization
|
-
|
(1,847,274
|
)
|
|||||
Sub-total
|
-
|
$
|
876,808
|
|||||
Cumulative Impairment charge
|
-
|
(876,808
|
)
|
|||||
Total
|
$
|
-
|
$
|
-
|
2015
|
2014
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carry-forwards
|
$
|
6,857,600
|
$
|
5,294,800
|
||||
Total deferred tax assets
|
6,857,600
|
5,294,800
|
||||||
Valuation allowance
|
(6,857,600
|
)
|
(5,294,800
|
)
|
||||
Net deferred tax assets
|
$
|
-
|
$
|
-
|
2015
|
2014
|
|||||||
Expected federal income tax benefit
|
$
|
(2,211,800
|
)
|
$
|
(1,471,700
|
)
|
||
Stock expense
|
215,600
|
357,000
|
||||||
Stock option and warrant expense
|
70,900
|
121,300
|
||||||
Other
|
362,500
|
70,700
|
||||||
Change in valuation allowance
|
1,562,800
|
922,700
|
||||||
Income tax benefit
|
$
|
–
|
$
|
–
|
Collateral
|
Interest
|
Monthly
|
December 31,
|
|||||||||||||||||
Type
|
(If any)
|
Rate
|
Payments
|
Maturity
|
2015
|
2014
|
||||||||||||||
Bank
|
Autos
|
(2)
|
6.00
|
%
|
$
|
468
|
Jan. 2017
|
2,561
|
10,949
|
|||||||||||
Bank
|
Autos
|
(2)
|
6.50
|
%
|
$
|
1,017
|
Jun. 2018
|
10,718
|
21,818
|
|||||||||||
Bank
|
Autos
|
(2)
|
6.50
|
%
|
$
|
220
|
Jul. 2018
|
6,242
|
8,387
|
|||||||||||
Bank
|
Autos
|
(2)
|
4.00
|
%
|
$
|
312
|
Mar. 2019
|
11,367
|
14,569
|
|||||||||||
Bank
|
Autos
|
(2)
|
4.00
|
%
|
$
|
254
|
Mar. 2019
|
-
|
11,893
|
|||||||||||
Bank
|
Autos
|
(2)
|
4.00
|
%
|
$
|
346
|
May. 2019
|
13,254
|
16,790
|
|||||||||||
Bank
|
Inventory
|
(2)(3)
|
11.47
|
%
|
$
|
5,465
|
Aug. 2019
|
238,623
|
-
|
|||||||||||
Insurance
|
(1)
|
7.50
|
%
|
$
|
3,093
|
Nov. 2016
|
63,457
|
40,300
|
||||||||||||
Demand Note
|
(7)
|
15.00
|
%
|
$
|
7,500
|
Apr. 2015
|
-
|
30,745
|
||||||||||||
Demand Note
|
Inventory
|
(3)
|
16.00
|
%
|
$
|
-
|
Jun. 2015
|
-
|
313,477
|
|||||||||||
Demand Note
|
(4)
|
-
|
%
|
$
|
-
|
Apr. 2015
|
-
|
7,500
|
||||||||||||
Demand Note
|
(5)
|
12.9
|
%
|
$
|
-
|
Jul. 2015
|
-
|
250,000
|
||||||||||||
Demand Note
|
(6)
|
16.70
|
%
|
$
|
-
|
Jun. 2015
|
106,500
|
412,618
|
||||||||||||
Total notes payable
|
$
|
452,723
|
$
|
1,139,046
|
||||||||||||||||
Less: Current portion
|
$
|
(173,510
|
)
|
$
|
(791,289
|
)
|
||||||||||||||
Long-term portion
|
$
|
279,213
|
$
|
347,757
|
2017
|
135,914
|
|||
2018
|
59,733
|
|||
2019
|
83,566
|
|||
2020 & thereafter
|
-
|
|||
Total
|
$
|
279,213
|
(1)
|
The Company executed two eleven-month notes payable pertaining to the Company’s business insurance coverages: one in the amount of $2,761 in December for inland marine, general and product liability risk exposures; and a second one in the amount of $60,696 in December and for directors’ and officers’ insurance. Both notes call for monthly payments of principal and have an interest rate of 7.5% per annum.
|
(2)
|
The Company made principal payments of $145,863 on various installment auto loans.
|
|
|
(3)
|
The Company converted a demand note bearing interest at 16% to an installment note with an interest rate of 11%, both secured by inventory.
|
(4)
|
The demand note was used to partially pay for the exercise of a warrant to purchase 2,000 shares of the Company’s common stock at $5.00 per share.
|
(5)
|
A note holder converted its note into 50,000 shares of the Company’s common stock at $5.00 per share.
|
(6)
|
Note payments totaled $30,375 for the year. 6 of the 8 note holders converted 100% of their notes and the remaining 2 had partial conversions for 89,364 shares at $3.49 per share with an attached warrant to each share with an exercise price of $3.125.
|
(7)
|
The Company made four monthly principal and interest payments of $7,028 on a $60,000 short-term promissory note payable executed on July 11, 2014 in favor of a third-party financier for the purpose of procuring VidTac products. The note matured on April 11, 2015.
|
(1)
|
The Company executed three five-year bank notes, with total principal of $49,503 and an interest rate of 4.0% per annum, for the purchase of three automobiles to be used in sales and operations.
|
(2)
|
The Company executed two eleven-month notes payable pertaining to the Company’s business insurance coverages: one in the amount of $27,963 in February and for inland marine, general and product liability risk exposures; and a second one in the amount of $40,300 in December and for director and officers’ insurance. Both notes call for monthly payments of principal and have an interest rate of 7.5% per annum.
|
(3)
|
On February 28, 2014, the Company executed a sixty-day promissory note in the principal amount of $25,000, payable to its Chief Executive Officer, for a loan in the same amount. Interest at 3.0% per annum is due upon maturity of the promissory note. In the fourth quarter of fiscal 2014, the Company repaid $17,500 of the principal amount of the note, leaving an outstanding balance of $7,500. The Company’s chief executive officer elected to extend the maturity date of this note to April 1, 2015.
|
(4)
|
In September 2013, an individual loaned the Company $50,000 to procure third-party hardware for a new contract. The related note matured on March 31, 2014, bore simple interest at a rate of 9.9% per annum, and was payable upon maturity. Prior to the maturity date, the note holder elected to loan the Company an additional $200,000. As a result, the $50,000 note was cancelled and replaced with a new $250,000 unsecured note, which matures on July 15, 2015 and accrues interest at a rate of 12.9% per annum. Payment of the accrued interest is due upon the note’s maturity. Accrued interest on the cancelled note totaled $2,807 and was paid in the second quarter of fiscal 2014.
|
(5)
|
In May 2014, eight individuals loaned the Company an aggregate of $405,000 in cash. The resulting promissory notes included the following terms: each note is due thirty-six months from issuance date, contemplates a 50% return by the end of the note term, and requires a specific repayment amount be made by the Company every six months, commencing six months after the note is issued. The aggregate repayment amount of the notes payable is $607,500. The repayment amounts increase on an annual basis throughout the life of the note. The Company is required to repay 10%, 30% and 60% of the aggregate repayment amount in years one, two and three of the notes’ term, respectively. The aggregate discount on the notes, totaling $202,500, was recorded on the Company’s balance sheet at issuance as a contra-notes payable, located in long-term liabilities. The discount is amortized ratably over the life of the respective promissory notes and is recorded as interest expense in the Company’s statement of operations. The Company had recorded $37,933 in cumulative discount on the notes as of December 31, 2014.
|
(6)
|
On July 11, 2014, the Company executed a $60,000 short-term promissory note payable to a third-party financier. The purpose of the note was to assist in the Company’s procurement of its VidTac products. The note matures on April 11, 2015, accrues interest at 15% per annum, and required an initial monthly payment of interest only in August 2014 of $750, followed by eight monthly principal and interest payments in the amount of $7,027.99, commencing in September 2014.
|
(7)
|
In the third quarter of 2014, one of the Company’s financed automobiles was involved in an accident, and sustained sufficient damage whereby the insurance company determined the vehicle to be a total loss. The insurance company subsequently issued a payment to the Company in the amount of $15,844 for its loss. The payment was applied in full to the related bank loan.
|
(8)
|
In 2014, the Company made principal payments of $131,582, primarily through scheduled monthly payments on notes payable that financed the Company’s business insurance policies and bank notes for automobile loans.
|
(9)
|
In 2014, the Company paid a maturing loan in the amount of $48,646. The original loan to the Company was made in September 2013 by an individual for the purpose of procuring third-party hardware for a new contract, and consisted of $50,000 in principal, an interest rate of 9.9% per annum, a maturity date in March 2014, and required the Company make monthly principal and interest payments during the life of the loan to the individual note holder.
|
(10)
|
In the fourth quarter of 2014, the Company made the first six-month principal repayment in the aggregate of $30,375 to the eight investors who made loans to the Company as discussed above.
|
(11)
|
In November 2013, the Company executed two short-term notes payable in the aggregate amount of $313,477 with an equipment financing company owned by one of the Company’s outside directors to finance the purchase of certain third-party equipment to be sold by the Company to its contracted customers. Both notes were scheduled to mature in May 2014, bear interest at 16% per annum, payable upon maturity, and are collateralized by the third-party equipment being procured. During the second quarter of 2014, the equipment financing company extended the maturity dates of the notes by six months, making the notes due in November 2014. The equipment financing company required the Company to pay the accumulated interest for the original six-month period as a condition to the extension of the maturity date. The Company paid total interest of $23,646 on these notes in the second quarter of 2014. In December 2014, the equipment financing company again extended the maturity date of the notes to June 2015. The Company paid total accrued interest of $26,526 on these notes in the fourth quarter of 2014.
|
(12)
|
On February 3, 2014, the Company received a $475,000 loan from the City of Pharr, Texas. The loan documents related to this loan have not been finalized at the date of this report, but the note is expected to bear interest at 8.0% per annum. The loan principal amount is expected to be due in full on the earlier to occur of the 18-month anniversary of the loan or the receipt by the Company of $2.0 million in proceeds from an EB-5 visa funding arrangement the Company is pursuing. The loan is expected to be secured by a first priority security interest in the Company’s accounts receivable. The city is expected to also receive a modest percentage of the Company’s revenue, payable quarterly, with respect to contracts for the Company’s products and services with customers located in a specified territory in the southern portion of Texas, for a specified period of time. Because the formal loan documents have not been executed as of the date of this report, the loan advance has been classified as an accrued expense on the Company’s balance sheet.
|
December 31,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Total convertible notes payable
|
$
|
398,786
|
$
|
873,263
|
||||
Plus: new notes
|
526,315
|
-
|
||||||
Less: note conversions
|
$
|
895,101
|
$
|
474,477
|
||||
Convertible notes payable, net
|
$
|
30,000
|
$
|
398,786
|
||||
Less: current portion
|
|
-
|
|
9,608
|
||||
Convertible notes payable, net, long-term portion
|
$
|
30,000
|
$
|
389,178
|
(1)
|
The Company issued 21,298 shares of Company common stock upon the exercise of prior year deposits of $39,000 and current year cash deposits of $141,990.
|
(2)
|
The Company issued 897,792 shares of Company common stock upon the conversion of notes payable of $3,570,879.
|
(3)
|
The Company issued 32,833 shares of Company common stock to vendors and consultants in lieu of cash for services valued at $707,115.
|
(4)
|
The Company issued 3,028,572 shares of Company common stock in connection with its listing to NASDAQ for proceeds of $10,569,413.
|
(5)
|
The Company issued 225,000 shares of Company common stock related to the conversion of 375,000 shares of Series B Preferred Stock. 75,000 shares of common stock remain to be issued.
|
(6)
|
The Company issued 60,000 shares of Company common stock on the exercise of the Series B holders’ warrant for $375,000.
|
(7)
|
The Company issued 60,000 shares of Company common stock to the Series B preferred share holders’ pursuant to the Conversion Agreement.
|
At December 31, 2015
|
At December 31, 2014
|
|||||||||||||||
Common stock to be issued per:
|
# of Shares
|
$ Value
|
# of Shares
|
$ Value
|
||||||||||||
A stock deposit received for common stock to be issued at $5.00 per share
|
-
|
$
|
3,000
|
3,600
|
$
|
18,000
|
||||||||||
A stock deposit received for common stock to be issued at $10.00 per share
|
-
|
-
|
2,400
|
24,000
|
||||||||||||
Series B conversion common stock to be issued
|
75,000
|
9
|
-
|
-
|
||||||||||||
Note conversion common stock to be issued at $8.50 and $3.49 per share
|
45,206
|
238,997
|
-
|
-
|
||||||||||||
Consulting and Endorsement agreement common stock to be issued at $6.50 and $2.50
|
140,000
|
458,115
|
-
|
-
|
||||||||||||
-
|
-
|
|||||||||||||||
Total number of shares and value
|
260,206
|
$
|
700,121
|
6,000
|
$
|
42,000
|
2015
|
2014
|
|||||||
Convertible Notes Outstanding
|
2,728
|
82,126
|
||||||
Warrants Outstanding
|
4,575,098
|
447,436
|
||||||
Stock Options Outstanding
|
242,100
|
196,300
|
||||||
Common Stock to be Issued
|
260,206
|
6,000
|
||||||
Preferred Stock Outstanding
|
2,000
|
302,000
|
||||||
Dividends on Preferred Stock Outstanding
|
-
|
122,907
|
||||||
Total Common Stock Equivalents
|
5,082,132
|
1,156,769
|
Weighted Average
|
||||||||
Shares
|
Exercise Price
|
|||||||
Outstanding, January 1, 2014
|
220,997
|
$
|
8.50
|
|||||
Granted
|
245,139
|
$
|
7.50
|
|||||
Expired
|
(9,500
|
)
|
$
|
9.50
|
||||
Exercised
|
(9,200
|
)
|
$
|
7.50
|
||||
Outstanding, December 31, 2014
|
447,436
|
$
|
8.00
|
|||||
Exercisable, December 31, 2014
|
312,336
|
$
|
9.00
|
|||||
Granted
|
4,256,522
|
$
|
3.47
|
|||||
Cancelled
|
(52,300
|
)
|
$
|
10.05
|
||||
Expired
|
(76,560
|
)
|
$
|
6.93
|
||||
Outstanding, December 31, 2015
|
4,575,098
|
$
|
3.74
|
|||||
Exercisable, December 31, 2015
|
4,435,098
|
$
|
3.69
|
Outstanding
|
Exercisable
|
|||||||||||||||||||||
Exercise Prices
|
Weighted Average Number
Outstanding at 12/31/15
|
Remaining
Life (in yrs.)
|
Weighted Average
Exercise Price
|
Number Exercisable
at 12/31/15
|
Weighted Average
Exercise Price
|
|||||||||||||||||
$
|
3.13 - 5.00
|
3,971,134
|
4.80
|
$
|
3.13
|
3,971,134
|
$
|
3.16
|
||||||||||||||
$
|
5.00
|
238,352
|
2.27
|
$
|
5.00
|
102,352
|
$
|
5.00
|
||||||||||||||
$
|
6.50 - 9.50
|
284,068
|
4.52
|
$
|
7.55
|
284,068
|
$
|
7.55
|
||||||||||||||
10.00 - 22.50
|
81,544
|
2.79
|
12,58
|
77,544
|
12.66
|
|||||||||||||||||
$
|
3.13 - 22.50
|
4,575,098
|
4.62
|
$
|
3.70
|
4,435,088
|
$
|
3.65
|
December 31, 2015
|
December 31, 2014
|
|||||||||||||||||||||||||||||||
Shares
|
Weighted
Average
Exercise Price
|
Aggregate
Intrinsic Value
|
Weighted Average Remaining Contractual Life
|
Shares
|
Weighted
Average
Exercise Price
|
Aggregate
Intrinsic Value
|
Weighted Average Remaining Contractual Life
|
|||||||||||||||||||||||||
Outstanding at beginning of period
|
196,300
|
$
|
5.50
|
167,500
|
$
|
4.50
|
||||||||||||||||||||||||||
Granted
|
48,600
|
$
|
4.95
|
49,500
|
$
|
6.50
|
||||||||||||||||||||||||||
Exercised
|
–
|
$
|
0.00
|
─
|
$
|
0.00
|
||||||||||||||||||||||||||
Forfeited/ Cancelled
|
(2,800
|
)
|
$
|
3.50
|
(20,700)
|
$
|
3.50
|
|||||||||||||||||||||||||
Outstanding at period end
|
242,100
|
$
|
5.55
|
$
|
-
|
1.50
|
196,300
|
$
|
5.50
|
$
|
3,268,799
|
1.50
|
||||||||||||||||||||
Options vested and exercisable at period end
|
175,131
|
$
|
4.99
|
$
|
-
|
─
|
150,466
|
$
|
4.50
|
$
|
2,708,396
|
─
|
||||||||||||||||||||
Weighted average grant-date fair value of options granted during the period
|
$
|
4.02
|
$
|
13.50
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Range of Exercise Prices
|
Options
Outstanding
|
Weighted Average
Remaining Contractual
Life (in years)
|
Weighted Average
Exercise Price
|
Number Outstanding
|
Weighted Average
Exercise Price
|
|||||||||||||||||
$
|
0.00 – $ 4.00
|
90,000
|
7.13
|
$
|
3.15
|
50,000
|
$
|
4.00
|
||||||||||||||
$
|
4.50 – $ 21.00
|
146,300
|
6.51
|
$
|
6.96
|
125,131
|
$
|
5.39
|
||||||||||||||
242.100
|
175,131
|
Non-vested Shares
|
Shares
|
Weighted Average
Grant-Date
Fair Value
|
||||||
Non-vested at January 1, 2015
|
45,834
|
$
|
10.00
|
|||||
Granted
|
48,600
|
$
|
4.95
|
|||||
Forfeited
|
(2,800
|
)
|
$
|
3.73
|
||||
Vested
|
(24,665
|
)
|
$
|
8.73
|
||||
Non-vested
|
66,969
|
$
|
6.34
|
Risk-free interest rate
|
1.93%
|
-
|
2.32
|
%
|
||
Expected life
|
10 years
|
|||||
Expected volatility
|
118%
|
-
|
122
|
%
|
||
Dividend yield
|
0.0
|
%
|
Risk-free interest rate
|
2.07%
|
-
|
3.00
|
%
|
||
Expected life
|
10 years
|
|||||
Expected volatility
|
120%
|
-
|
123
|
%
|
||
Dividend yield
|
0.0
|
%
|
Total
|
2016
|
2017-2018
|
2019-2020
|
After 2020
|
||||||||||||||||
Operating Lease Obligations
|
$
|
652,525
|
$
|
169,843
|
$
|
275,500
|
$
|
207,182
|
$
|
-
|
·
|
Updated procedures for conducting stockholder meetings, including notice requirements for regular and special meetings, quorum requirements, use of proxies and stockholder action by written consent;
|
|
·
|
Updated procedures by which directors may resign from the board; conduct meetings and designate committees;
|
|
·
|
Updated descriptions and duties for corporate officers; and
|
|
·
|
Procedure outlining the process for transferring stock certificates.
|
Date: March 30, 2016
|
By:
|
/s/ RONALD A. WOESSNER
|
|
Ronald A. Woessner
|
|||
Chief Executive Officer
|
Date: March 30, 2016
|
By:
|
/s/ BARRY W. WILSON
|
|
Barry W. Wilson
|
|||
Chief Financial Officer
|
Date: March 30, 2016
|
By:
|
/s/ RONALD A. WOESSNER
|
|
Ronald A. Woessner
|
|||
Chief Executive Officer
|
|||
By:
|
/s/ BARRY W. WILSON
|
||
Barry W. Wilson
|
|||
Chief Financial Officer
|
|||
Document And Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Mar. 21, 2016 |
Jun. 30, 2015 |
|
Document and Entity Information [Abstract] | |||
Entity Registrant Name | COPsync, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 8,675,760 | ||
Entity Public Float | $ 25,319,455 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001383154 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2015 | ||
Document Fiscal Period Focus | FY |
Statements of Stockholders' Equity (Deficit) - USD ($) |
Stock to be Issued for Cash from Warrant Exercises [Member]
Common Stock Warrants To Be Issued [Member]
|
Stock to be Issued for Cash from Warrant Exercises [Member] |
Stock to be Issued for Cash [Member]
Common Stock To Be Issued [Member]
|
Stock to be Issued for Cash [Member] |
Stock Issued for Cash from Warrant Exercises at $5.00 [Member]
Common Stock [Member]
|
Stock Issued for Cash from Warrant Exercises at $5.00 [Member]
Additional Paid-in Capital [Member]
|
Stock Issued for Cash from Warrant Exercises at $5.00 [Member] |
Stock Issued for Cash from Warrant Exercises at $10.00 [Member]
Common Stock [Member]
|
Stock Issued for Cash from Warrant Exercises at $10.00 [Member]
Additional Paid-in Capital [Member]
|
Stock Issued for Cash from Warrant Exercises at $10.00 [Member] |
Stock Issued for Conversion of Note Payable and Accrued Interest [Member]
Common Stock [Member]
|
Stock Issued for Conversion of Note Payable and Accrued Interest [Member]
Additional Paid-in Capital [Member]
|
Stock Issued for Conversion of Note Payable and Accrued Interest [Member] |
Warrants Issued with Private Placement [Member]
Additional Paid-in Capital [Member]
|
Warrants Issued with Private Placement [Member] |
Common Stock Issued for Uplift [Member]
Common Stock [Member]
|
Common Stock Issued for Uplift [Member]
Additional Paid-in Capital [Member]
|
Common Stock Issued for Uplift [Member] |
Warrants Exercisable at $20.00 [Member]
Additional Paid-in Capital [Member]
|
Warrants Exercisable at $20.00 [Member] |
Warrants Issued for Up-Listing [Member]
Additional Paid-in Capital [Member]
|
Warrants Issued for Up-Listing [Member] |
Stock-Related Admin Fees [Member]
Additional Paid-in Capital [Member]
|
Stock-Related Admin Fees [Member] |
Uplist Costs [Member]
Additional Paid-in Capital [Member]
|
Uplist Costs [Member] |
Series B Preferred Stock [Member]
Common Stock [Member]
|
Series B Preferred Stock [Member]
Additional Paid-in Capital [Member]
|
Series B Preferred Stock [Member]
Retained Earnings [Member]
|
Series B Preferred Stock [Member] |
Series A Preferred Stock [Member] |
Series B Preferred Stock [Member] |
Common Stock [Member] |
Common Stock To Be Issued [Member] |
Common Stock Warrants To Be Issued [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at Dec. 31, 2013 | $ 10 | $ 37 | $ 350 | $ 1,500 | $ 0 | $ 13,727,123 | $ (18,651,112) | $ (4,922,092) | ||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2013 | 100,000 | 375,000 | 3,500,290 | |||||||||||||||||||||||||||||||||||
Valuation of the vested portion of employee and non-employee stock options | 147,096 | 147,096 | ||||||||||||||||||||||||||||||||||||
Valuation of warrants | 209,576 | $ 209,576 | ||||||||||||||||||||||||||||||||||||
Conversion of preferred series B stock to common stock (in Shares) | 6,800 | |||||||||||||||||||||||||||||||||||||
Valuation of the vested portion of non-employee stock grants | $ 5 | 1,049,995 | $ 1,050,000 | |||||||||||||||||||||||||||||||||||
Valuation of the vested portion of non-employee stock grants (in Shares) | 50,000 | |||||||||||||||||||||||||||||||||||||
Common stock to be issued for cash from warrant exercises | $ 480 | $ 24,000 | $ 0 | $ 24,000 | $ 24,000 | $ 0 | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||
Common stock to be issued for cash from warrant exercises (in Shares) | 4,800 | 2,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued in conversion of notes payable and accrued interest | $ 5 | $ 215,480 | $ 215,485 | |||||||||||||||||||||||||||||||||||
Common stock issued in conversion of notes payable and accrued interest (in Shares) | 43,097 | 43,097 | ||||||||||||||||||||||||||||||||||||
Capital contributed/co-founders' forfeiture of contractual compensation | 79,000 | $ 79,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued for services | $ 1 | 59,999 | 60,000 | |||||||||||||||||||||||||||||||||||
Common stock issued for services (in Shares) | 12,000 | |||||||||||||||||||||||||||||||||||||
Common stock issued for cash | $ 330 | $ 16,500 | $ 43 | 2,084,072 | 2,084,115 | |||||||||||||||||||||||||||||||||
Common stock issued for cash (in Shares) | 424,862 | |||||||||||||||||||||||||||||||||||||
Series B Preferred stock - cumulative dividends | $ 105,000 | 105,000 | (105,000) | |||||||||||||||||||||||||||||||||||
Accretion of Beneficial Conversion Feature on Preferred Shares dividends issued in kind | (71,307) | 71,307 | ||||||||||||||||||||||||||||||||||||
Net loss | (4,223,467) | (4,223,467) | ||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2014 | $ 10 | $ 37 | $ 404 | 18,000 | 24,000 | 17,650,034 | (22,908,272) | (5,215,787) | ||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2014 | 100,000 | 375,000 | 4,037,049 | |||||||||||||||||||||||||||||||||||
Valuation of the vested portion of employee and non-employee stock options | 182,114 | 182,114 | ||||||||||||||||||||||||||||||||||||
Valuation of Beneficial Conversion Feature (BCF) on 2015 convertible promissory notes | 976,505 | 976,505 | ||||||||||||||||||||||||||||||||||||
Valuation of warrants | $ 214,162 | $ 214,162 | $ 130,231 | $ 130,231 | $ 34,338 | $ 34,338 | 114,757 | 114,757 | ||||||||||||||||||||||||||||||
Conversion of preferred series B stock to common stock | $ (37) | $ 23 | 9 | 5 | ||||||||||||||||||||||||||||||||||
Conversion of preferred series B stock to common stock (in Shares) | (375,000) | 225,000 | ||||||||||||||||||||||||||||||||||||
Common stock to be issued for cash from warrant exercises | $ 6 | $ 374,994 | 375,000 | $ 2 | (15,000) | (24,000) | 180,988 | 141,990 | ||||||||||||||||||||||||||||||
Common stock to be issued for cash from warrant exercises (in Shares) | 60,000 | 21,298 | ||||||||||||||||||||||||||||||||||||
Common stock issued in conversion of notes payable and accrued interest | $ 90 | 238,997 | 3,331,792 | 3,570,879 | ||||||||||||||||||||||||||||||||||
Common stock issued in conversion of notes payable and accrued interest (in Shares) | 897,792 | |||||||||||||||||||||||||||||||||||||
Capital contributed/co-founders' forfeiture of contractual compensation | 79,000 | 79,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued for services | $ 4 | 458,115 | 248,996 | $ 707,115 | ||||||||||||||||||||||||||||||||||
Common stock issued for services (in Shares) | 32,933 | |||||||||||||||||||||||||||||||||||||
Stock Issued | $ (4,146) | $ (4,146) | $ (1,288,038) | $ (1,288,038) | ||||||||||||||||||||||||||||||||||
Stock Issued | $ 303 | $ 10,569,413 | $ 10,569,716 | $ 6 | 209,394 | 209,400 | ||||||||||||||||||||||||||||||||
Stock Issued (in Shares) | 3,028,572 | 60,000 | ||||||||||||||||||||||||||||||||||||
Preferred series B stock interest | 12,658 | 12,658 | ||||||||||||||||||||||||||||||||||||
Common stock issued for cash (in Shares) | 4,325,854 | |||||||||||||||||||||||||||||||||||||
Series B Preferred stock - cumulative dividends | 78,534 | $ (78,534) | 91,192 | |||||||||||||||||||||||||||||||||||
Accretion of Beneficial Conversion Feature on Preferred Shares dividends issued in kind | $ (52,500) | 52,500 | ||||||||||||||||||||||||||||||||||||
Series B preferred stock - dividend payment | $ (638,595) | $ (638,595) | ||||||||||||||||||||||||||||||||||||
Reverse split adjustment (in Shares) | 259 | |||||||||||||||||||||||||||||||||||||
Net loss | (6,414,230) | $ (6,414,230) | ||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2015 | $ 10 | $ 0 | $ 837 | $ 700,121 | $ 0 | $ 33,043,232 | $ (29,987,131) | $ 3,757,069 | ||||||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2015 | 100,000 | 0 | 8,362,903 |
Statements of Cash Flows (Parentheticals) - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Warrants exercisable at $20.00 (in Dollars per share) | $ 20.00 | |
Shares of common stock | 43,097 | |
Shares of common stock for private placement notes | 4,325,854 | |
Endorsement Agreement [Member] | ||
Issuance of common stock | 140,000 | |
Stock Issued as Incentive [Member] | Series B Preferred Stock [Member] | ||
Common stock shares for preferred series B incentive | 60,000 | |
Stock Issued for Services [Member] | ||
Issuance of common stock | 0 | 12,000 |
Conversion of Convertible Notes [Member] | ||
Shares of common stock | 0 | 43,097 |
Conversion of Note Payable #1 [Member] | ||
Shares of common stock | 89,364 | |
Shares to be issued note payable | 31,036 | |
Conversion of Note Payable #2 [Member] | ||
Shares of common stock | 59,504 | |
Shares to be issued note payable | 14,170 | |
Private Placement [Member] | ||
Shares of common stock for private placement notes | 659,573 |
NOTE 1 - NATURE OF ORGANIZATION |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] |
NOTE 1 - NATURE OF ORGANIZATION
The Company sells the COPsync Network service, which is a real-time, in-car information sharing, communication and data interoperability network for law enforcement agencies. The COPsync Network service enables patrol officers to collect, report and share critical data in real-time at the point of incident and obtain instant access to various local, state and federal law enforcement databases. The COPsync Network service also eliminates manual processes and increases officer productivity by enabling officers to electronically write tickets, process DUI and other arrests and document accidents and other incidents. The Company believes that the COPsync Network service saves lives, reduces unsolved crimes and assists in apprehending criminals through such features like a nationwide officer safety alert system, GPS/auto vehicle location and distance-based alerts for crimes in progress, such as child abductions, bank robberies and police pursuits. The Company has designed the COPsync Network to be “vendor neutral,” meaning it can be used with products and services offered by other law enforcement technology vendors. Additionally, the COPsync Network system architecture is designed to scale nationwide.
In addition to the Company’s core COPsync Network service, the Company offers three complementary service/product offerings. These offerings are: COPsync911, an emergency threat notification service; VidTac, an in-vehicle software-driven video camera system for law enforcement and fire departments; WARRANTsync, a statewide misdemeanor warrant clearing database; and COURTsync, a court security and efficiency application
The Company offers the COPsync911 threat alert, first introduced in the second quarter of 2013, for use in schools, hospitals, day care facilities, governmental office buildings and other facilities with a high level of concern about safety and security. When used in schools, for example, the COPsync911 service enables school personnel to instantly and silently send emergency alerts directly to the five closest law enforcement officers in their patrol vehicles, and to the local 911 dispatch center, with the mere click of a screen icon located on every Windows-based computer or any handheld device within the facility. A text alert is also sent to the cell phones of all law enforcement officers in the area and to all teachers, administrators, and other staff at the school, alerting them of potential danger. The Company expects its COPsync911 service to reduce emergency law enforcement response times by five to seven minutes.
VidTac is a software-driven video system for law enforcement. Traditional in-vehicle video systems are “hardware centric” DVR-based systems. The video capture, compression and encryption of the video stream is performed by the DVR.
The VidTac system is price advantageous vis-a-vis other high-end video systems, since the Company is offering it for sale at a much lower price point than the average price of DVR-based video systems. Furthermore, for those agencies that have in-vehicle computers, the VidTac system eliminates the need for the agency to purchase a second computer, i.e., the DVR, and eliminates the need to replace this second (DVR) computer every three to four years as new patrol vehicles are placed into service.
The WARRANTsync system is designed to be a Texas statewide misdemeanor warrant clearing database. It enables law enforcement officers in the field to receive notice of outstanding warrants in real-time at the point of a traffic stop. The WARRANTsync system enables the offender to pay the outstanding warrant fees and costs using a credit card. Following payment, the offender is given a receipt and the transaction is complete. This product could be viewed as an enhancement feature to the core COPsync Network service since all COPsync Network users receive the outstanding Warrant notice.
The COURTsync system is designed to enable judges and court personnel to instantly send emergency alerts directly to the closest law enforcement officers in their patrol vehicles and to the local 911 dispatch center, from any computer within the facility. Court personnel are also able to query federal law enforcement databases and databases pertaining to officer safety and dangerous persons. Additionally, COURTsync utilizes our WARRANTsync system to give patrol officers utilizing our COPsync Network access to Class C warrant information from the court, enabling them to collect warrant fees for the court.
The Company sells its products primarily in Texas, Massachusetts, New Hampshire and Louisiana.
|
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Text Block] |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Presentation
The accompanying financial statements include the accounts of the Company, and are prepared on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.
b. Reclassifications
Certain prior year items have been reclassified to conform to the current year presentation. These reclassifications had no impact on the Company’s net loss.
c. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities at the date of purchase of three months or less to be cash equivalents.
The Company's cash and cash equivalents, at December 31st, consisted of the following:
d. Concentrations of credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. Cash and cash equivalents are deposited in demand and money market accounts in two financial institutions in the United States. Accounts at financial institutions in the United States are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. At times, the Company’s deposits or investments may exceed federally insured limits. At December 31, 2015, the Company had approximately $7,797,000 at one financial institution in excess of FDIC insured limits. The Company has not experienced any losses in such accounts.
e. Use of Estimates
The preparation of accompanying financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. The Company’s significant estimates include primarily those required in the valuation or impairment analysis of capitalization of labor under software development costs, property and equipment, revenue recognition, allowances for doubtful accounts, stock-based compensation, warrants, litigation accruals and valuation allowances for deferred tax assets. Although the Company believes that adequate accruals have been made for unsettled issues, additional gains or losses could occur in future years from resolutions of outstanding matters. Actual results could differ materially from original estimates.
f. Inventory
Inventory is stated at the lower of cost (determined using the first-in, first-out method) or market. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence or impaired balances. Total adjustments made in years 2015 or 2014 were $20,000 and zero, respectively.
g. Deferred Loan Costs
At the beginning of 2014, the Company began the process of securing up to $2.0 million in funding pursuant to an EB-5 program, which originally had been expected to close before the close of 2014. The EB-5 program is a program under which foreign nationals loan money to U.S. companies who are creating U.S. jobs. Following the job creation, the foreign lenders receive U.S. “green cards”. At December 31, 2014, the Company remained optimistic that it could successfully close this funding in fiscal 2015; however, it became apparent as the Company proceeded through fiscal year 2015 that this funding alternative would not become a reality for reasons beyond the Company’s control.
Related to the EB-5 program and on December 30, 2013, the Company executed an agreement with a third-party service provider to provide business, promotional, financial and EB-5 Regional Center consulting services. For those services, the Company prepaid $50,000. The prepayment was recorded as Prepaid Loan Costs on the balance sheet with the expectation it would be matched or netted against the expected funding from the completed EB-5 program by being charged, upon receipt of the funding, to general and administrative expense.
As a result of the Company’s decision to no longer pursue the EB-5 program, the $50,000 prepayment was charged to general and administrative expense in fiscal year 2015.
h. Property and Equipment
The Company’s major classes of property and equipment are as follows:
Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, ranging as follows:
Depreciation expense on property and equipment was $53,221 and $47,393 for the years ended December 31, 2015 and 2014, respectively.
i. Leased Property & Obligation under Capital Lease
On December 22, 2014, the Company executed a forty-eight-month capital lease agreement with a third-party service provider for the lease of two vehicles. The agreement requires monthly payments of $873 totaling $35,098 over the life of the lease and has a minimal buy-out option at the end of the lease. Accordingly, both a lease property asset and obligation in the amount of $35,098 was reported as of December 31, 2014, with lease payments beginning in January 2015. At December 31, 2015, the lease property asset and obligation values were $26,324 and $28,128, respectively. Rent expense was $126,571 and $116,525 for the years ended December 31, 2015 and 2014, respectively.
j. Long-lived Assets
The Company reviews its long-lived assets including property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Examples of such events could include a significant disposal of a portion of such assets, an adverse change in the market involving the business employing the related asset, a significant decrease in the benefits realized from an acquired business, difficulties or delays in integrating the business or a significant change in the operations of an acquired business.
An impairment test involves a comparison of undiscounted cash flows from the use of the asset to the carrying value of the asset. Measurement of an impairment loss is based on the amount that the carrying value of the asset exceeds its fair value. No impairment losses were incurred in the periods presented.
k. Software Development Costs
Certain software development costs incurred subsequent to the establishment of technological feasibility are capitalized and amortized over the estimated lives of the related products.
The Company determines technological feasibility to be established upon completion of (1) product design, (2) detail program design, (3) consistency between product and program design and (4) review of detail program design to ensure that high risk development issues have been resolved. Upon the general release of the COPsync service offering to customers, development costs for that product were amortized over fifteen years based on management’s then estimated economic life of the product.
The Company has not capitalized any of the software development efforts associated with its new product offerings, WARRANTsync, VidTac and COPsync911, because the time period between achieving technological feasibility and product release for both of these product offerings was very short. As a result, the incurred costs have been recorded as research and development costs in years 2015 and 2014.
l. Research and Development
Research and development costs are charged to expense as incurred.
m. Fair Value of Financial Instruments
The carrying amounts of the Company's financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and short-term debt approximate fair value due to their relatively short maturities. The carrying amounts of notes payable approximate fair value based on market interest rates currently available to the Company.
The fair value framework requires a categorization of assets and liabilities, which are required at fair value, into three levels based upon the assumptions (inputs) used to price the assets and liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
n. Revenue Recognition
The Company’s business focus is to sell subscriptions to the COPsync software as a service, which is a real-time, in-car information sharing, communication and data interoperability network for law enforcement agencies. The Company refers to this service as The COPsync Network. The agencies subscribe to the service for a specified period of time (usually for twelve to forty-eight months), for a specified number of officers per agency, and at a fixed subscription fee per officer.
In the process of selling the subscription service, the Company also sells computers and computer-related hardware (“hardware”) used to provide the in-vehicle service should the customer not already have the hardware, or wants to upgrade their existing hardware, as well as hardware installation services, the initial agency and officer set-up and training services and, sometimes, software integration services for enhanced service offerings.
The Company’s most common sales are:
1) for new customers – a multiple-element arrangement involving (a) the subscription fee, (b) integration of the COPsync software and a hardware appliance (where the hardware and software work together to deliver the essential functionality of the service) to include related services for hardware installation and agency and officer set-up and training and (c) if applicable, software integration services for enhanced service offerings; and
2) for existing customers – the subscription fees for the annual renewal of an agency’s COPsync subscription service, upon the completion of the agency’s previous subscription period.
The Company recognizes revenue when all of the following have occurred: (1) the Company has entered into a legally binding arrangement with a customer resulting in the existence of persuasive evidence of an arrangement; (2) delivery has occurred, evidenced when product title transfers to the customer; (3) customer payment is deemed fixed or determinable and free of contingencies and significant uncertainties; and (4) collection is probable.
Revenue specific to hardware is recognized once hardware has been delivered to the customer. Installation and/or officer training fees are recognized as revenue, if and when provided. This policy represents a change in estimate in the amount of deferred revenue recognized on hardware sales. Further, the hardware has to be useable by the customer for general business purposes and possibly unrelated to the COPsync service should they need to use the hardware for general businesses. If the hardware is not useable, then no revenue recognition can be taken. If a portion of the hardware has been installed at the end of the reporting period, then along with the hardware recognition, a prorated portion of the installation fees will be recognized as of the date of such installation. Any remaining revenue items will be deferred until all of the hardware is finished being installed and officer training completed. The warranty on third party hardware is provided by the manufacturer only.
The sale of the hardware and related services for hardware installation and agency and officer set-up and training are reported as “Hardware, installation and other revenues” in the Company’s statement of operations. The sale of the VidTac product offering is considered a hardware sale and is reported in this revenue classification.
The subscription fees and software integration services are reported as “software license/subscriptions revenues” in the Company’s statement of operations. The subscription fees include termed licenses for the contracted officers to have access to the service and the right to receive telephonic customer and technical support, as well as software updates, during the subscription period. Support for the hardware is normally provided by the hardware manufacturer.
The sale of the WARRANTsync and COPsync911 product offerings are reported in “software license/subscriptions revenues”. The service for each of these products consist of two elements: (1) an integration element, and (2) a subscription element, both of which are recognized ratably over the service period upon customer acceptance. WARRANTsync represents a very small portion of our revenues and could be viewed as an enhancement feature to our COPsync Network.
The receipt and acceptance of an executed customer’s service agreement, which outlines all of the particulars of the sale event, is the primary method of determining that persuasive evidence of an arrangement exists.
Delivery generally occurs for the different elements of revenue as follows:
(1) For multiple-element arrangements involving new customers – contractually the lesser period of time of sixty days from contract date or the date officer training services are completed. The Company requests the agency to complete a written customer acceptance at the time training is completed, which will override the contracted criteria discussed immediately above.
(2) The subscription fee – the date the officer training is completed and written customer acceptance is received.
(3) Software integration services for enhanced service offerings – upon the completion of the integration efforts and verification that the enhanced service offering is available for use by the agency.
Fees are typically considered to be fixed or determinable at the inception of an arrangement, generally based on specific services and products to be delivered pursuant to the executed service agreement. Substantially all of the Company’s service agreements do not include rights of return or acceptance provisions. To the extent that agreements contain such terms, the Company recognizes revenue once the acceptance provisions or right of return lapses. Payment terms to customers generally range from net “upon receipt of invoice” to “net 30 days from invoice date.” Beginning in 2013, the Company adopted a policy of requesting customers purchasing a significant amount of hardware to prepay for the hardware at the time the equipment was ordered from the Company’s suppliers. These prepayments are recorded on the Company’s balance sheet as current deferred revenues.
The Company assesses the ability to collect from its customers based on a number of factors, including credit worthiness of the customer and the past transaction history with the customer. If the customer is not deemed credit worthy, the Company defers all revenue from the arrangement until payment is received and all other revenue recognition criteria have been met. With the exception of sales to resellers, all of the Company’s customers are local or state governmental agencies.
As indicated above, some customer orders contain multiple elements. The Company allocates revenue to each element in an arrangement based on relative selling price. The selling price for a deliverable is based on its vendor specific objective evidence (“VSOE”), if available, third party evidence ("TPE"), if VSOE is not available, or the Company’s best estimate of selling price ("ESP"), if neither VSOE nor TPE is available. The maximum revenue the Company recognizes on a delivered element is limited to the amount that is not contingent upon the delivery of additional items. Many of the Company’s service agreements contain grants (or discounts) provided to the contracting agency. These grants or discounts have been allocated across all of the different elements based upon the respective, relative selling price.
The Company determines VSOE for subscription fees for the initial contract period based upon the rate charged to customers on a stand-alone subscription service. VSOE for renewal pricing is based upon the stated rate for the renewed subscription service, which is stated in the service agreement or contract entered into. Historically, the renewal rate has been equal to or slightly higher than the stated rate in the original contract; however, we have experienced in fiscal year 2015, a lower renewal rate for certain, renewing customers as a result of their budgetary constraints. The renewal rate is administered on a customer-by-customer basis. Subscription fee revenue is recognized ratably over the life of the service agreement.
The Company has determined that the selling price of hardware products include the related services for hardware installation and agency and officer set-up and training, as well as integration services for enhanced service offerings, which are sold separately and, as a result, it has VSOE for these products.
For almost all of the Company’s new service agreements, as well as renewal agreements, billing and payment terms are agreed to up front or in advance of performance milestones. These payments are initially recorded as deferred revenue and subsequently recognized as revenue as follows:
(1) Integration of the COPsync software and a hardware appliance (where the hardware and software work together to deliver the essential functionality of the service) to include related services for hardware installation and agency and officer set-up and training – immediately upon delivery.
(2) The subscription fee – ratably over the contracted subscription period, commencing on the delivery date.
(3) Software integration services for enhanced service offerings – immediately upon the Company’s completion of the integration and verification that the enhanced service is available for the agency’s use.
(4) Renewals – ratably over the renewed subscription or service period commencing on the completion of the previous subscription or service period.
o. Income Taxes
The Company periodically assesses uncertain tax positions that the Company has taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction). The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company evaluated its tax positions and determined that there were no uncertain tax positions for the years ended December 31, 2015 and 2014.
p. Share Based Compensation
The Company accounts for all share-based payment transactions using a fair-value based measurement method. The Company calculates stock option-based compensation by estimating the fair value of each option as of its date of grant using the Black-Scholes option pricing model. These amounts are expensed over the respective vesting periods of each award using the straight-line attribution method. The Company has historically issued stock options and vested and non-vested stock grants to employees. Beginning in 2012, the Company also began granting stock options to outside directors. The condition for vesting of the options has been continued employment or service during the related vesting or restriction period.
q. Newly Adopted Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its audited financial statements.
Revenue Recognition
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most current revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgement and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP.
The standard is effective for us beginning in 2018, and requires using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2018.
Going Concern
On August 27, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which is intended to define management’s responsibility to evaluate whether there is substantial doubt about the Company’s ability to continue as a going concern and to provide related footnote disclosures. This standard will be effective for the Company for the year ending on December 31, 2016. Early application is permitted. The Company is currently evaluating the impact of ASU No. 2014-15.
Recently Issued Accounting Pronouncement
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02 Leases (Topic). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. For public companies, the ASU is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on the financial position, results of operations or cash flows.
In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU 2015-03. ASU 2015-03 is effective for us on January 1, 2016, with early adoption permitted. We are currently evaluating the potential changes from this ASU to our future financial reporting and disclosures.
r. Preferred Stock Issuances with Beneficial Conversion Features
The Company uses the effective conversion price of preferred shares issued based on the proceeds received to compute the intrinsic value of the embedded conversion feature on preferred stock issuances with detachable warrants. The Company calculates an effective conversion price and uses that price to measure the intrinsic value of the embedded conversion option.
s. Advertising Costs
Advertising costs were $82,092 and $42,890 for years ended December 31, 2015 and 2014, respectively. These costs are expensed when incurred. Our advertising consists of tradeshows, social media, and targeted email communications.
t. Accounts Receivable and Allowance for Doubtful Accounts
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of trade accounts receivables. Our customers are primarily local, city and state governmental agencies. The Company’s credit risk related to new contracts is minimized because the Company verifies the customer’s budgetary funds availability or approved outside financing alternatives specific to the contract at the time of contract acceptance. With regards to renewal billings, the Company is proactive in reminding the customers to include in their upcoming budgetary planning the necessary funds to cover the renewal of the COPsync service.
The Company recognizes an allowance for losses on accounts receivable in an amount equal to the outstanding account balances specific to identifiable customer accounts considered at risk or uncollectible based upon a customer-by-customer review. At December 31, 2015, the Company established a $10,000 general allowance, which is directed towards receivables that are over sixty days of age and may be at risk of collection. The expense associated with the allowance for doubtful accounts is recognized as general and administration expense.
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NOTE 3 - ACCOUNTS RECEIVABLE |
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Loans, Notes, Trade and Other Receivables Disclosure [Text Block] |
NOTE 3 - ACCOUNTS RECEIVABLE
The Company's accounts receivable, net, at December 31, consisted of the following:
To date, accounts receivable derived principally from revenue earned from end users, which are local and state governmental agencies. The Company performs periodic credit evaluations of its customers, and does not require collateral.
Our trade receivables increased by approximately $260,000 principally due to: 1) an increase in contract revenue in the fourth quarter of 2015; 2) following the completion of the up-listing to the NASDAQ Capital Market, the Company relaxed its normal prepayment requirements on new hardware contracts and began procuring contracted equipment immediately upon contract execution (This did not increase our risk of collectability because the Company still confirmed the source of contract funding.); and 3) one of the Company’s reseller’s has experienced an increase in business activity and as a result is carrying a larger accounts receivable balance with the Company compared to past balances.
The Company’s other receivables generally consist of miscellaneous receivable activities. At December 31, 2014, and in addition to the miscellaneous activities, the balance included $30,890 for the sale of two vehicles to a third party leasing company and $9,700 for interest charged against a specific customer’s outstanding receivables balance.
The elimination of the unpaid deferred revenue at December 31, 2014, represents those invoices issued for products and/or services not yet paid by the customer or services completed by the Company. The elimination is made to prevent the “gross-up” effect on the Company’s balance sheet between accounts receivable and deferred revenues.
The Company’s allowance for doubtful accounts is based upon a review of outstanding receivables. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer.
At December 31, 2015, the $100,000 allowance consisted of a $90,000 specific reserve following a customer specific review of total receivables, and a $10,000 general, or non-specific, allowance, compared to a $214,389 specific allowance at December 31, 2014. The decrease in the specific allowance is principally due to the elimination of the previously perceived risk involving a significant customer. As of December 31, 2015, the Company established a $10,000 general allowance, which is directed towards receivables that are over sixty days of age and may be at risk of collection.
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NOTE 4 - INVENTORY |
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Inventory Disclosure [Text Block] |
NOTE 4 - INVENTORY
Inventory consisted of the following as of December 31:
Total inventory at December 31, 2015 included hardware consisting of computer laptops, printers and ancillary parts, such as electronic components, connectors, adapters and cables, as well as the Company’s propriety VidTac product and its related components. Generally, the Company procures hardware as a result of receiving a customer order. The hardware is procured, delivered to the Company, prepared for installation and then transported by the Company to the customer site for installation. The Company does not procure and inventory third party hardware for speculative selling. Further, the various components of hardware are all considered finished goods because the individual items may be, and are, sold in a package, or on an individual basis, normally at the same pricing structure.
The approximate $239,000 increase in inventory between 2015 and 2014 is due principally to a $219,000 increase in VidTac-related inventory and $44,000 in finished inventory purchased for specific customer contracts to be installed in the first quarter of 2016. The increase in VidTac-related inventory relates to a demand purchase order valued at $433,000 placed in December 2014 with the contract manufacturer for finished units to be delivered ratably in fiscal year 2015, beginning in May 2015. This order was to cover forecasted demand for the product during the delivery period, as well as to accommodate the long-lead times required for procuring certain components from off-shore manufacturers.
With regards to the Company’s VidTac product, a manufacturing agreement was executed in 2012 with a single contract manufacturer and calls for the Company to periodically place a demand purchase order for a fixed number of finished units to be manufactured and delivered as finished goods. The Company’s purchase orders placed with the contract manufacturer are non-cancellable; however, there are some relief provisions: (1) the Company may change the original requested delivery dates if the Company gives sufficient advance notice to the contract manufacturer; and (2) should the Company elect to cancel a purchase order in total or in part, it would be financially responsible for any materials that could not be returned by the contract manufacturer to its source suppliers.
When the VidTac product is recorded into Finished Goods, it consists of a kit consisting of four basic components. It is inventoried as a single unit of inventory. Should a single component fail or need to be replaced, the Company will take a kit and then inventory the components, still considered finished goods. Should a component need to be repaired, it is returned to the contracted manufacturer for analysis and repair. The repaired component is then shipped to the Company and inventoried as a finished goods component.
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NOTE 5 - PREPAID EXPENSES AND OTHER ASSETS |
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Other Current Assets [Text Block] |
NOTE 5 - PREPAID EXPENSES AND OTHER ASSETS
The Company's prepaid expenses and other assets at December 31, consisted of the following:
Prepaid insurance pertains to various business insurance policies, the fees of which have been financed by a third-party service provider and are being paid over an eleven-month period. This prepayment is amortized ratably over the twelve-month insurance coverage period. The increase is due principally to the increase in premiums between years.
Subscriptions principally pertain to prepaid software support and web-hosting services provided by third-party service providers. These prepayments are amortized into expense over the life of the specific service period. The increase between fiscal years 2015 and 2014 is due to a combination of increased activity in fiscal year 2015, and timing of prepayments made during the respective time periods.
Vendor prepayments at December 31, 2014 primarily involved two vendors: (1) down-payments made to the Company’s contract manufacturer for new orders of the VidTac product, which were then applied on a unitized basis as credits on the vendor’s invoices when the finished product goes into finished goods inventory; and (2) a software engineering firm that provided ongoing services to the Company. At December 31, 2015, there remained $8,663 in down-payments made to the contract manufacturer. All of the prepayments involving the software engineering firm were charged to operating expenses in fiscal year 2015.
In November and December 2015, the Company entered into Endorsement Agreements whereby certain persons agreed to assist the Company with its brand recognition and sales efforts for COPsync products in pre-designated geographical areas (See Note 17). The value of the endorsement agreements was determined by using the stock price on the date of the respective agreements. This amount is being amortized to non-cash consulting expense over six months at the monthly rate of $100,048, beginning with December 2015.
Deferred charges pertain to off-the-shelf computer aided dispatch systems (“CAD”) purchased from two outside software services companies and delivered to 12 contracted customers as part of their respective, executed service agreement (or contract). The contracts involved license fees for the CAD service over a four-year period commencing with the acceptance of the service, as well as one-time implementation fees specific to each agency. The contracts were executed in early 2013 and the customers made prepayments totaling $406,216, which is reported in current deferred revenues. In fourth quarter of 2015, it was deemed that all performance matters involving the contracts had been met for all but one of the contracted customers, and revenue recognition could be taken on the completed contracts. As a result, all of the deferred charges except for $31,546 were matched against the recognized revenue and charged to cost of revenues for software license/subscriptions.
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NOTE 6 - SOFTWARE DEVELOPMENT COSTS |
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NOTE 6 - SOFTWARE DEVELOPMENT COSTS
Software development costs as of December 31, were as follows:
Amortization expense related to these costs was zero and $436,471 for the years ended December 31, 2015 and 2014, respectively.
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NOTE 7 - INCOME TAXES |
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Income Tax Disclosure [Text Block] |
NOTE 7 - INCOME TAXES
As of December 31, 2015, the Company had federal net operating loss carry-forwards available to reduce taxable income of approximately $20,169,000. The net operating loss carry-forwards expire between 2028 and 2034.
Deferred tax assets and liabilities at December 31, consist of the following:
Income tax benefit differs from the expected statutory rate as follows:
A full valuation allowance has been established for the Company's net deferred tax assets since the realization of such assets through the generation of future taxable income is uncertain.
Under the Tax Reform Act of 1986, the amounts of, and the benefit from, net operating losses and tax credit carry-forwards may be impaired or limited in certain circumstances. These circumstances include, but are not limited to, a cumulative stock ownership change of greater than 50%, as defined, over a three-year period.
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NOTE 8 - NOTES PAYABLE - (NON-CONVERTIBLE) |
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Debt Disclosure [Text Block] |
NOTE 8 - NOTES PAYABLE (NON-CONVERTIBLE)
Notes payable as of December 31 consisted of the following:
Future principal payments on long-term debt are as follows:
For the twelve-month period ended December 31 2015, the Company incurred the following increase in notes payable:
For the twelve-month period ended December 31 2015, the Company recognized the following decreases in notes payable:
Other activities involving the Company’s notes payable occurring during the twelve-month period ended December 31, 2015 are as follows:
During 2015, the Company executed $600,000 of bridge loans with varying interest rates. All bridge loans, including interest of $108,016, were paid in 2015.
For the twelve-month period ended December 31 2014, the Company incurred the following increases in notes payable:
For the twelve-month period ended December 31 2014, the Company recognized the following decreases in notes payable:
Other activities involving the Company’s notes payable occurring during the twelve-month period ended December 31, 2014 are as follows:
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NOTE 9 - CONVERTIBLE NOTES PAYABLE |
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Convertible Note Payable [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable [Text Block] |
NOTE 9 - CONVERTIBLE NOTES PAYABLE
During 2015 the Company issued convertible notes in the aggregate of $526,315. During the year all but one convertible note holder exchanged their notes for shares of the Company’s common stock. The total amount converted, which includes current and prior year notes, was $895,101 at a per share conversion price ranging from $3.49 to $10.00. Interest was paid in cash to the respective note holders. The Company issued 121,543 shares of its common stock upon the conversion, including $902 of accrued interest.
For the twelve months ended December 31, 2014, holders of nine convertible notes elected to convert their notes into shares of the Company’s common stock. The total principal amount of the converted notes was $215,378. Accrued and unpaid interest for one convertible note in the amount of $107 was also converted into shares of the Company’s common stock. Accrued and unpaid interest for the other eight convertible notes was paid in cash to the note holders. As a result of these conversions, the Company issued a total of 43,097 shares of its common stock, at a conversion price of $5.00 per share, pursuant to the terms of the notes.
At December 31, 2015, one convertible note was outstanding with a principal amount of $30,000. The note accrues interest at 2% per annum and is payable on a quarterly basis, has a term of three years and is convertible into 2,728 shares of the Company’s common stock at an exercise price of $11.00 per share.
The Company accrued interest on outstanding convertible notes in the amount of $151 and $16,341 for the years ended December 31, 2015 and 2014, respectively.
Convertible notes payable at December 31 are summarized as follows:
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NOTE 10 - PRIVATE PLACEMENT CONVERTIBLE NOTES |
12 Months Ended |
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Dec. 31, 2015 | |
Convertible Debt Private Placement [Abstract] | |
Convertible Debt Private Placement [Text Block] |
NOTE 10 - PRIVATE PLACEMENT CONVERTIBLE NOTES
On July 14, 2015, July 23, 2015 and August 10, 2015 the Company closed private placements, in which we issued $1,795,000, in the aggregate, of convertible promissory notes and warrants to purchase common stock. The associated warrants are exercisable into an aggregate of 527,634 shares of the Company’s common stock, and are exercisable until 5 years from issuance. The notes have a stated interest rate of 8% and the company recognized an additional 16% related to the attached warrants. The exercise price of these warrants is $3.125 per share. The convertible promissory notes were subsequently converted into 659,523 shares of Company common stock following the Company’s closing of an underwritten public offering on November 18, 2015.
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NOTE 11 - PREFERRED STOCK |
12 Months Ended |
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Dec. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Preferred Stock [Text Block] |
NOTE 11 - PREFERRED STOCK
Series A Preferred Stock
The Company issued a total of 100,000 shares of its Series A Preferred Stock in April 2008 as partial consideration for its acquisition of a 100% ownership interest in PostInk Technology, LP (“PostInk”). Each share of Series A Preferred Stock is convertible into one share of common stock, but has voting rights of 750 votes per share. These shares are held by the former general partner of PostInk, which is owned by the co-founders of the Company.
Upon the occurrence of certain events, each share of the Company’s Series A Preferred Stock shall automatically be converted into fully-paid non-assessable shares of common stock at the then effective conversion rate for such share. The events that may trigger this automatic conversion event are as follows: 1) immediately prior to the closing of firm commitment initial public offering, or 2) upon the receipt of the Company of a written request for such conversion from the holders of at least a majority of the Series A Preferred stock then outstanding, or if later, the effective date for conversion specified in such requests.
Series B Preferred Stock
During 2009, the Company completed a private placement of its Series B Convertible Preferred Stock and warrants to purchase its common stock in which the Company raised $1,450,000 in gross proceeds. During 2010, an additional $50,000 was raised in the private placement.
The Series B Preferred Stock and the warrants were sold as a unit, with each investor receiving eight warrants to purchase one share of common stock for every share of Series B Preferred Stock purchased. The purchase price for each unit was $4.00 per share of Series B Preferred Stock purchased.
As a result of this private placement, the Company issued 375,000 shares of the Company’s newly designated Series B Preferred Stock. The Series B Preferred Stock was convertible into a total of 300,000 shares of the Company’s common stock. In addition, as part of the private placement, the Company granted warrants to purchase an aggregate of 60,000 shares of its common stock.
The Company used the effective conversion price of preferred shares issued based on the proceeds received to compute the intrinsic value of the embedded conversion feature on preferred stock issuances with detachable warrants. The Company allocated the proceeds received from the Series B Preferred Stock issuance and the detachable warrants included in the exchange on a relative fair value basis. The Company then calculated an effective conversion price and used that price to measure the intrinsic value of the embedded conversion option.
The warrants to purchase a total of 60,000 shares of the Company’s common stock granted in the private placement had an exercise price of $10.00 per share and were scheduled to expire on October 14, 2013. During 2013, the Company extended the term of these warrants for an additional four years. The fair value expense for this extension totaled $120,000, was determined using Black Scholes valuation techniques, and was reported in the Company’s Statement of Operations for fiscal 2013. The exercise price and the number of shares of common stock purchasable upon exercise of the warrants are subject to adjustment upon the occurrence of certain events, including, but not limited to: (i) stock dividends, stock splits or reverse stock splits; (ii) the payment of dividends on the common stock payable in shares of common stock or securities convertible into common stock; (iii) a recapitalization, reorganization or reclassification involving the common stock, or a consolidation or merger of the Company; or (iv) a liquidation or dissolution of the Company.
Also in connection with this private placement, the Company agreed to use its best efforts to effect a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock issuable upon conversion of the Series B Preferred Stock and upon exercise of the warrants, upon the request of the holders of a majority of those shares after the second anniversary of the date of the private placement closing. It also provided for the investors to have “piggyback” registration rights to include their shares in future registrations with the Securities and Exchange Commission by the Company of the issuance or sale of its securities. The investor’s right to request a registration or inclusion of shares in a registration terminates on the date that such investor may immediately sell all of the shares of common stock issuable upon conversion of the Series B Preferred Stock and upon exercise of the warrants under Rule 144 or Rule 145 promulgated under the Securities Act. The agreement also granted to the investors a right of first refusal to purchase all, but not less than all, of certain new securities the Company may, from time to time, propose to sell after the date of the private placement agreement, and also contains certain covenants relating to the Company’s Board of Directors and requiring the Company to retain patent counsel.
The Series B Preferred Stock (i) accrued dividends at a rate of 7.0% per annum, payable in preference to the common stock or any other capital stock of the Company, (ii) had a preference in liquidation, or deemed liquidation, to receive the initial investment in the Series B Preferred Stock, plus accrued and unpaid dividends, (iii) was convertible into 40 shares of the Company’s common stock, subject to adjustments for issuances by the Company of common stock at less than $5.00 per share, and (iv) had the right to elect one member of the Company’s Board of Directors.
For the year ended December 31, 2015, gross dividends on the Series B Preferred Stock were $91,192, consisting of $52,500 for accretion of the beneficial conversion feature on the preferred shares dividends issued in kind and $38,692 for net dividends. For the year ended December 31, 2014, dividends on the Series B Preferred Stock were $105,000. The Company recorded accrued accumulated dividends as of December 31, 2015 and 2014 of $0 and $546,863, respectively, on the Series B Preferred Stock.
Effective October 28, 2015, the Company entered into an agreement with the Series B stockholders (the “Conversion Agreement”) whereby they agreed to convert their shares of Series B Preferred Stock into shares of the Company’s common stock pursuant to the terms of the Series B Preferred Stock, exercise their warrants at an exercise price reduced from $10.00 per share to $6.25 per share in full for cash, terminate the Investors’ Rights Agreement and waive any rights they may have under such agreement. In return, the Company agreed to amend their warrants to reduce the exercise price from $10.00 per share to $6.25 per share, issue the Series B stockholders an additional aggregate 60,000 shares of the Company’s common stock, pay aggregate accrued dividends of up to approximately $680,000 in cash within 30 days of the Company’s listing on The NASDAQ Capital Market and grant the Series B stockholders certain board and board observer rights.
On November 13, 2015 we issued 225,000 shares of our common stock, in the aggregate, upon the conversion of the Series B Preferred Stock and the exercise of Series B Warrants held by ten persons. Additionally, we issued an additional 60,000 shares of our common stock, in the aggregate, to the same ten persons upon such conversion. 75,000 shares of common stock, attributable to the conversion of Series B Preferred Stock, remain to be issued as of the date of this report, pending receipt of certain Series B certificates.
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NOTE 12 - COMMON STOCK |
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Stockholders' Equity Note [Abstract] | |||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] |
NOTE 12 - COMMON STOCK
In September 2015, the Company’s Board of Directors unanimously approved a 1-for-50 reverse stock split (the “Reverse Stock Split”) of the Company’s authorized, issued and outstanding shares of common stock, par value $0.0001 per share. The Reverse Stock Split was previously approved by a majority of the Company’s shareholders by written consent on July 7, 2015. The Company effected the Reverse Stock Split by filing a Certificate of Amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware. The Reverse Split became effective as of 12:01 a.m. Eastern Time on October 14, 2015 (the “Effective Date”). At the Effective Time, every 50 shares of Common Stock issued and outstanding were automatically combined into one share of issued and outstanding Common Stock, without any change in the par value. The financial statements and related notes retrospectively reflect the effect of the 1-for-50 reverse stock split.
The Company effected the Reverse Stock Split in connection with its application to list its Common Stock and Warrants on the NASDAQ Capital Market. On November 13, 2015, the Company’s common stock and warrants commenced trading on the NASDAQ Capital Market under the symbols COYN and COYNW, respectively.
During 2015 the Company issued 4,325,854 shares of common stock as described below:
Also, the Company recorded contributed capital of $79,000 during 2015 and 2014 related to the forfeiture of contractual compensation involving the Company’s two co-founders.
For the twelve-month period ended December 31, 2014, the Company issued a total of 424,862 shares of common stock, along with warrants to purchase 87,573 shares of common stock, to investors for an aggregate cash purchase price of $2,124,310, or $5.00 per share purchased, net of $40,195 in related costs. Warrants to purchase shares of the Company’s common stock provide a four-year term and a specified exercise price ranging from $5.00 to $22.50 per share.
During 2014, the Company also issued 12,000 shares of its common stock, and warrants to purchase 2,400 shares of its common stock (with an exercise price of $5.00 per share), in exchange for $60,000 of services, $31,835 of which services had been performed at the date of issuance and $28,165 of which had yet to be performed. Those services were subsequently performed.
On October 6, 2014, the Company executed a six-month consulting agreement with a third party service provider for general financial advisory and investment banker services. As a part of the agreement, the Company issued 47,500 shares of its common stock to the third party provider. The recipient of the stock is required to hold the stock for a specified period of time. The fair value of the stock grant was $997,500, determined by multiplying 47,500 shares times that day’s closing price of $21.00 per share. This non-cash expense was recorded as general and administrative expense in the Company’s statement of operations.
Also on October 6, 2014, the Company executed a six-month consulting agreement with a third party service provider for advisory services. Compensation for the agreement called for the Company to issue a 2,500 stock grant for vested shares of the Company’s common stock. The recipient of the stock grant is required to hold the stock for a specified period of time. The fair value of the stock grant was $52,500, determined by multiplying 2,500 shares times that day’s closing price of $21.00 per share. This non-cash expense was recorded as general and administrative expense in the Company’s statement of operations.
The Company also issued 43,097 shares of its common stock upon the conversion of $215,485 in principal and accrued interest of outstanding convertible notes during the period (See Note 9).
The Company also issued 6,800 shares of its common stock upon the exercise of outstanding warrants, for an aggregate purchase price of $44,000, during the period (See Note 14).
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NOTE 13 - COMMON STOCK TO BE ISSUED |
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Common Stock To Be Isssued [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock To Be Isssued [Text Block] |
NOTE 13 - COMMON STOCK TO BE ISSUED
In the fourth quarter of 2015, the Company entered into several consulting and endorsement agreements, pursuant to which 140,000 shares of the Company’s common stock were issued in January 2016. The Company has yet to issue 90,206 shares of the Company’s common stock in connection with the Series B conversion because certain Series B stockholders have not yet surrendered their Series B stock certificate or returned other necessary documentation to the Company.
During fiscal year 2014, the Company received a deposit from an investor totaling $15,000 for the purchase of 3,000 shares of common stock and associated warrants. The Company issued these shares in fiscal 2015 pursuant to an agreement between the investor and the Company. The term of the warrants is four years, and the exercise price is $19.00 per share. The warrants will have no value assigned to them because the warrants are being issued as a unit with the shares of common stock. (See Note 14).
In September 2014, the Company received deposits totaling $24,000 from warrant holders for the purchase of 2,400 shares of common stock. The exercise price of the warrants was $6.50 and $7.50 per share.
During fiscal years 2014 and 2013, the Company has received a series of small deposits from a single investor totaling $3,000 for the purchase of shares of common stock and warrants to purchase 600 shares of common stock. The Company issued these shares in 2015. The term of the warrants is four years, and the exercise price is $5.00 per share. The warrants will have no value assigned to them because the warrants will be issued as a unit with common stock shares.
The following table provides a reconciliation of the transactions, number of shares and associated common stock values for the common stock to be issued at December 31, 2015 and December 31, 2014.
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NOTE 14- BASIC AND FULLY DILUTED LOSS PER SHARE |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Text Block] |
NOTE 14 - BASIC AND FULLY DILUTED LOSS PER SHARE
The computations of basic loss per share of common stock are based on the weighted average number of common shares outstanding during the period of the financial statements. Common stock equivalents which would arise from the exercise of stock options and warrants outstanding during the period, the conversion of convertible preferred stock and dividends or the conversion of convertible notes were excluded from the loss per share attributable to common stock holders as their value is anti-dilutive.
The Company's common stock equivalents, at December 31, consisted of the following and have not been included in the calculation because they are anti-dilutive:
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NOTE 15 - OUTSTANDING WARRANTS |
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Disclosure Text Block Supplement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shareholders' Equity and Share-based Payments [Text Block] |
NOTE 15 - OUTSTANDING WARRANTS
For the twelve-month period ended December 31 2015, warrant activity consisted of the following:
(1)
On November 18, 2015, the Company issued 291,634 additional warrants to purchase the Company’s common stock associated with the private placement that took place in the third quarter of 2015. The associated warrants are immediately exercisable at an exercise price of $3.125 per share and expire five years from date of issuance. We reported imputed interest of $84,960 for this transaction.
(2)
On November 18, 2015, the Company issued an aggregate of 3,468,992 warrants to purchase its common stock, consisting of 3,028,572 for the up-listing and 440,420 for an over-allotment. The associated warrants are immediately exercisable at an exercise price of $3.125 per share and expire five years from date of issuance. No value was assigned to the warrants granted because the warrants were issued as a unit with common stock shares.
(3)
On November 18, 2015, the Company issued 89,364 warrants to purchase its common stock. The associated warrants are exercisable until 5 years from issuance. The associated warrants are immediately exercisable at an exercise price of $3.125 per share and expire five years from date of issuance. The warrants were associated with the complete or partial conversion of the Company’s three-year, 50% notes and involving eight note holders. No value was assigned to the warrants granted because the warrants were issued as a unit with common stock shares.
(4)
On November 18, 2015, the Company issued 121,144 warrants to purchase its common stock. The associated warrants are immediately exercisable at an exercise price of $3.125 per share and expire five years from date of issuance. 22,229 warrants were issued to one of the Company’s co-underwriters and allocated to certain persons associated with that co-underwriter. No value was assigned to the warrants granted because the warrants were issued as a unit with common stock shares.
(5)
On September 9, 2015, the Company’s Board of Directors approved the issuance of warrants to two third-party service providers for services provided for corporate advisory services. The warrants are exercisable into an aggregate of 12,000 shares of the Company’s common stock, with an exercise price of $8.50 per share. The term of the warrants is five years from date of issuance, with vesting occurring on the grant date, and containing a cashless exercise feature. The fair value of the warrant is $84,049, as determined by using the Black Scholes valuation method. This non-cash expense was recorded as a general and administrative expense in the Company’s Statement of Operations during the third quarter of 2015.
(6)
On July 14, 2015, July 23, 2015 and August 10, 2015 we closed a private placement, in which we issued $1,795,000, in the aggregate, of convertible promissory notes and warrants to purchase its common stock. The associated warrants are exercisable into an aggregate of 236,000 shares of the Company’s common stock, and are exercisable until 5 years from issuance. The exercise price of these warrants is $7.50 per share. No value was assigned to the warrants granted because the warrants were issued as a unit with common stock shares (See Note 10). In connection with the private placement we also issued to the placement agent a warrant to purchase an aggregate of 28,320 shares of common stock on terms substantially similar to the warrants issued to the investors in the private placement. The fair value of the warrant is $214,162, as determined by using the Black Scholes valuation method. This non-cash expense was recorded as a general and administrative expense in the Company’s Statement of Operations during the third quarter of 2015.
(7)
On June 19, 2015, the Company issued warrants to purchase 68 shares of the Company’s common stock, with an exercise price of $9.50 per share, in connection with the sale of 338 shares of its common stock for $1,690 in cash. The term of the warrants is four years from date of issuance. No value was assigned to the warrants granted because the warrants were issued as a unit with common stock shares (See Note 12).
(8)
During the first quarter of 2015, the Company issued warrants to purchase in the aggregate 600 shares of the Company’s common stock, with an exercise price of $5.00 per share, in connection with the sale of 3,000 shares of its common stock in the aggregate for $15,000 in cash. The investment involved three separate $5,000 cash deposits made by the investor in fiscal year 2014. As a result, three warrants to purchase 200 shares of the Company’ common stock were issued with issuance dates commensurate with the respective cash receipt dates, which were August 4, 2014, August 22, 2014 and September 2, 2014. The term of the warrants is four years from date of issuance. No value was assigned to the warrants granted because the warrants were issued as a unit with common stock shares (See Note 12).
(9)
On March 6, 2015, the Company issued warrants to purchase 200 shares of the Company’s common stock, with an exercise price of $19.00 per share, in connection with the sale of 1,000 shares of its common stock for 5,000 in cash involving a single investor. The term of the warrants is four years from date of issuance. No value was assigned to the warrants granted because the warrants were issued as a unit with common stock shares (See Note 12).
(10)
On February 6, 2015, the Company issued warrants to purchase 1,300 shares of the Company’s common stock, with an exercise price of $20.00 per share, in connection with the conversion of a $65,000 convertible note. The term of the warrants is four years from date of issuance (See Note 12).
(11) On March 23, 2015, the Company entered into a twelve-month consulting agreement with a third party service provider for comprehensive public relations services, with the service period beginning April 1, 2015. Either party may cancel the agreement upon the submission of a written notice at any time during the twelve-month period. Following the initial twelve-month period, the parties may renegotiate a new agreement. On May 15 2015, the Company granted a five-year warrant to purchase 6,000 shares of the Company’s common stock, at an exercise price of $11.00 per share to the service provider under the terms of the consulting agreement. The warrants were granted on May 15, 2015 and vest in 12 equal monthly installments commencing June 15, 2015. As of September 30, 2015, one-third of the warrants had vested. The fair value of the warrant is $52,639, as determined by using the Black Scholes valuation method. This non-cash expense will be recorded ratably as a general and administrative expense in the Company’s Statement of Operations during the twelve-month vesting period.
(12)
On September 16, 2014, the Company executed a six-month consulting agreement with a third party service provider for consulting services to introduce the Company to potential customers for its suite of products and services. As a part of the agreement, the Company issued the service provider warrants to purchase 900 shares of the Company’s common stock at a price of $5.00 per share. The warrants vest in tranches of 300 shares per qualifying event, all of which are outlined in the agreement. Whatever portion of the warrants that are not vested on December 31, 2015 expire on that date. The fair value of the warrants is $17,453, as determined by using the Black Scholes valuation method. This non-cash expense will be recorded as a sales and marketing expense in the Company’s Statement of Operations on an allocated basis at the time when a specific qualifying event occurs. These shares expired unexercised.
(13)
Warrants to purchase 4,800 shares of the Company’s common stock, with an exercise price of $10.00 per share, expired on March 31, 2015. The warrants were held by seven warrant holders.
(14)
The Company issued 16,560 shares of its common stock upon the exercise of outstanding warrants during year 2015 for an aggregate purchase price of $155,300.
For the twelve-month period ended December 31 2014, warrant activity consisted of the following:
(1)
The Company issued warrants to purchase 87,573 shares of common stock in connection with the issuance of 424,862 shares of the Company’s common stock pursuant to new investments, for cash totaling $2,084,115, which is net of $40,195 in finder fees and related miscellaneous costs. The term of the warrants is four years from the date of issuance, with a range of exercise prices between $5.00 and $22.50 per share of common stock. Normally, the warrant coverage is twenty percent of the number of shares of stock issued. This is true for all of the above warrants issued except for two warrants: one, involving an individual investment for $500,000 made in exchange for 100,000 shares of common stock and warrants to purchase 25,000 shares of common stock (or twenty-five percent warrant coverage), with an exercise price of $10.00 per share and an optional, cashless exercise feature; and two, an individual investment in shares of the Company’s common stock for $120,000 where no warrants were issued.
(2)
The Company received deposits from two investors totaling $16,500 for the purchase of 3,300 shares of common stock and warrants to purchase 660 shares of common stock. Most of these warrants will be issued in fiscal 2015 (See Note 12).
(3)
The Company issued four-year warrants to purchase 2,400 shares of the Company’s common stock (with an exercise price of $5.00 per share) in connection with the issuance of 12,000 shares of its common stock in exchange for $60,000 of services, $31,835 of which services had been performed and $28,165 of which had yet to be performed. This non-cash transaction was recorded on the Company’s balance sheet as a debit to accounts payable and accrued expense for $31,835, representing outstanding vendor invoices to be paid, and prepaid expenses for $28,165, representing the value of services to be performed by the vendor. Those services were subsequently performed in fiscal year 2014. The term of the warrants is four years from date of issuance. No value was assigned to the warrants granted during the nine-month period, thus no additional expense was recorded under the Black-Scholes option pricing model because the warrants were issued as a unit with common stock shares.
(4)
The Company issued warrants to purchase an aggregate of 145,167 shares of the Company’s common stock, at a price of $5.00 per share, to two outside consultants following their meeting specific performance metrics associated with growing the Company’s book of new business and/or securing additional capital or debt funding. Each warrant specifies the individual tranches related to the specific metrics that must be achieved in order for the underlying shares to become exercisable. The term of the two warrants is five years. No valuation is determined for the respective tranches until the associated performance metric is achieved. Warrants to purchase a total of 10,067 shares of common stock associated with these two agreements became exercisable during fiscal year 2014 as a result of one warrant holder achieving two specified metrics. The fair value of the exercisable warrants totaled $42,231 and was determined by using the Black Scholes valuation method. This non-cash expense was recorded as other expense in the Company’s statement of operations.
(5)
On October 1, 2014, the Company executed a six-month consulting agreement with a third party service provider for corporate advisory services. As a part of the agreement, the Company issued 4,000 warrants to purchase shares of the Company’s common stock at price of $5.00 per share. The term of warrant is five years from the date of issuance. The fair value of the exercisable warrants totaled $83,673, determined by using the Black Scholes valuation method. This non-cash expense was recorded as general and administrative expense in the Company’s statement of operations.
(6)
Also on October 1, 2014, the Company executed another six-month consulting agreement with a third party service provider for general financial advisory and investment banker services. As a part of the agreement, the Company issued 4,000 warrants to purchase shares of the Company’s common stock at price of $5.00 per share. The term of warrant is five years from the date of issuance. The fair value of the exercisable warrants totaled $83,673, determined by using the Black Scholes valuation method. This non-cash expense was recorded as general and administrative expense in the Company’s statement of operations.
(7)
A number of warrant holders elected to exercise warrants to purchase a total of 9,200 shares of the Company’s common stock at a weighted average exercise price of $7.50 per share of stock, or for a total value of $68,000. The Company issued 6,800 of those shares for an aggregate purchase price of $44,000, during the period (See Note 11). The remaining 2,400 shares of common stock will not be issued for a period of six months from the date of exercise at the request of the two warrant holders. These shares are being reported as an element of common stock to be issued (See Note 12).
(8)
Warrants to purchase a total of 9,500 shares of common stock, held by two warrant holders, expired during the fiscal year 2014.
A summary of the status of the Company’s outstanding warrants and the changes during 2014 and 2015 is as follows:
The following is a summary of outstanding and exercisable warrants at December 31, 2015:
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NOTE 16 - EMPLOYEE OPTIONS |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] |
NOTE 16 - EMPLOYEE OPTIONS
At December 31, 2015, the Company has a stock-based compensation plan, the 2009 Long Term Incentive Plan, as amended (the “Plan”).
The Plan was adopted by the Board of Directors on September 2, 2009 and approved by stockholders on July 27, 2009. Under the Plan, the Company can grant nonqualified options to employees, officers, outside directors and consultants of the Company or incentive stock options to employees of the Company. There are 200,000 shares of common stock authorized for issuance under the Plan. In December 2014, the Board of Directors authorized an additional 200,000 shares under the Plan, for which the Company obtained approval from a majority of the Company’s shareholders via written consent on February 9, 2015. The outstanding options have a term of ten years and vest primarily over periods ranging from three to five years. As of December 31, 2015, options to purchase 242,100 shares of the Company’s common stock were outstanding under the plan, of which options to purchase 175,131 shares were exercisable, with a weighted average exercise price of $4.99 per share.
For the twelve-month period ended December 31, 2015, the Company granted options to purchase 48,600 shares of its common stock with a weighted average exercise price of $4.02 per share. Of the total options granted, options to purchase 4,600 shares were granted to four outside directors, each of whom received a set number of options as part of their annual compensation for serving on the Company’s Board of Directors, and options to purchase 40,000 shares were granted to one member of executive management and 4,000 shares were granted to a single non-management employee. The total value of these stock options, utilizing the Black Scholes valuation method, was $195,559. The term of the stock options is ten years, with three-year vesting, with 33% vesting on the one-year anniversary of the grant date, and the remainder vesting ratably over the next eight quarters.
Share-based compensation expense is based on the estimated grant date fair value of the portion of share-based payment awards that are ultimately expected to vest during the period. The grant date fair value of stock-based awards to employees and directors is calculated using the Black-Scholes option pricing model. Historically and through the third quarter of 2013, forfeitures of share-based payment awards were reported when actual forfeitures occur. Beginning in the fourth quarter of 2013, the Company applied an estimated forfeiture rate of twenty-three percent to new stock option grants. Beginning with the fourth quarter of 2014, the estimated forfeiture rate was changed to twenty-six percent.
As of December 31, 2015 and 2014, the Company recorded $182,114 and $147,097 in share-based compensation expenses, respectively.
The cash flows from tax benefits for deductions in excess of the compensation costs recognized for share-based payment awards would be classified as financing cash flows. Due to the Company’s loss position, there was no such tax benefits during the year ended December 31, 2015.
The summary activity under the Plan is as follows:
The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2015:
A summary of the status of the Company’s non-vested shares as of December 31, 2015 is as follows:
As of December 31, 2015, there was approximately $425,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements. The unrecognized compensation cost is expected to be recognized over a weighted average period of 2.4 years. The intrinsic value of options vesting in year 2015 was zero.
During 2015, the Company estimated the fair value of the stock options based on the following weighted average assumptions:
During 2014, the Company estimated the fair value of the stock options based on the following weighted average assumptions:
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NOTE 17 - COMMITMENTS AND CONTINGENCIES |
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Text Block] |
NOTE 17 - COMMITMENTS AND CONTINGENCIES
Consulting Agreements
On November 21, 2015, the Company executed a twelve-month non-exclusive advisory agreement with a third party service provider for marketing advisory services. Compensation for the services includes the issuance of 100,000 shares of common stock to be issued as follows: 25,000 upon execution of the agreement and 25,000 shares per quarter for the ensuing three quarters. The first tranche was issued at $2.61 per share totaling $62,250 and amortized over the term covered. The agreement shall continue until the earlier of twelve months after the effective date or termination in writing by either party.
In November 2015, the Company entered into Endorsement Agreements with ten endorsers that will assist the Company to enhance the Company’s brand recognition and sales efforts in pre-determined geographical areas. The term of these agreements are twelve months. As compensation for their services, the endorsers were issued a pre-designated number of shares of the Company’s common stock, to be issued in two tranches, one upon execution of the agreement and the other within six months of the effective date of the agreement.
On August 12, 2015, the Company executed a twelve-month business development and marketing services agreement with a third party service provider. The advisor’s compensation includes monthly payments of $4,500, as well as 20,000 shares of Company common stock with the initial 2,000 shares issued within sixty days following the execution of the agreement and the remaining shares issued on mutually agreed upon increments, subject to the advisor’s success in promoting and expanding the Company’s brand in pre-determined jurisdictions. The shares issued were valued at $8.50 per share and the $17,000 value expensed. The Company has also agreed to pay a royalty fee and reimburse the consultant for reasonable travel and out-of-pocket expenses incurred with the performance of these services.
On July 21, 2014, the Company executed a six-month consulting agreement with a third party service provider for corporate advisory services. After the six-month period is over, the agreement may be extended for an additional six-month period, provided either party may cancel the agreement upon the submission of a ten day written notice. One element of compensation to the consultant is a $7,500 monthly payment. Another element is the Company’s issuance of warrants to purchase 300,000 shares of the Company’s common stock (see Note 14). Additionally, the agreement contains elements involving the Company’s indemnification of the consultant and future rights belonging to the consultant should the Company conduct future business with a party originally introduced to the Company by the consultant. In 2015, the monthly payment was increased to $15,000 for business development purposes as well as corporate advisory services.
On October 6, 2014, the Company executed a six-month consulting agreement with a third party service provider for general financial advisory and investment banker services. After the six-month period ended, either party could cancel the agreement upon the submission of a thirty-day written notice. One element of compensation to the consultant is a $5,000 non-refundable monthly payment. The Company also agreed to reimburse the consultant for reasonable travel and other out-of-pocket expenses. The Company also issued the consultant 47,500 shares of the Company’s common stock in 2014 (see Note 11). Additionally, the agreement contains elements involving the Company’s indemnification of the consultant and future rights belonging to the consultant should the company become involved in a public offering.
Significant Purchase Orders
None.
In December 2014, the Company placed a demand purchase order for $433,000 with its contract manufacturer for VidTac finished units to be delivered ratably in fiscal year 2015, beginning in May 2015 (see Note 4). This order was to cover forecasted demand for the product during the delivery period, as well as to accommodate the long-lead times required for procuring certain components from off-shore manufacturers. The payment terms for this purchase order required a 10% down-payment at the time of order placement, followed by payment terms of Net 30 days from invoice date once the units are delivered to finished goods inventory. The remaining commitment value for this purchase order at December 31, 2015 was approximately $78,000.
Office Leases
At December 31, 2015, our principal properties consisted of a leased facility in the Dallas area (approximately 7,000 square feet), where our research and development, sales and marketing, finance and administrative functions are located and a leased facility in New Braunfels, Texas (approximately 2,500 square feet), where our customer support and operational activities are located. The Dallas area location is subject to a sixty-three month lease expiring on November 30, 2020. The New Braunfels facility is subject to a fifty-one month lease expiring on August 31, 2018. We believe our present facilities are adequate for our foreseeable needs
We executed a 63-month lease for the Dallas area facility effective September 1, 2015 and calls for monthly lease payments of $7,641, plus electricity costs, with the first three month’s rent payments being waived. The monthly payments increase on an average of 4% per annum.
The lease for the New Braunfels facility is for fifty-one months, effective June 6, 2014, and calls for initial monthly lease payments of $2,906 with the first month’s rent being waived. At each yearly anniversary, the monthly payment increases approximately 7%.
Rent expense was $126,571 and $116,525 for the years ended December 31, 2015 and 2014, respectively.
Future annual lease payments as of December 31, 2015 are as follows:
Litigation
The Company is not currently involved in any material legal proceedings. From time-to-time the Company anticipates that it will be involved in legal proceedings, claims, and litigation arising in the ordinary course of its business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on the Company’s financial statements. The Company could be forced to incur material expenses with respect to these legal proceedings and, in the event there is an outcome in any that is adverse to the Company, its financial position and prospects could be harmed.
Contingency
In 2014, the Company and the City of Pharr, Texas (Pharr) determined to enter into an economic development arrangement whereby COPsync would establish a call center in Pharr, and Pharr would loan the Company $850,000 in connection with the arrangement. The principal amount was expected to be due on the earlier of the eighteen-month anniversary of the loan or the receipt by the Company of $1.5 million in proceeds from an expected EB-5 funding arrangement the Company was pursuing. Pharr advanced $475,000 to the Company, although loan documents were never executed. The loan advance was reclassified to customer deposits at December 31, 2014.
The contemplated transaction, including the EB-5 funding, was never completed following a change in the leadership of the City of Pharr which informed COPsync in 2015 that it would not be proceeding with the economic development arrangement. The Company has determined to repay the $475,000 advance/customer deposit by offsetting against it certain outstanding receivables due the Company from Pharr for COPsync Network service fees and out-of-pocket expenses incurred by the Company in connection with the contemplated EB-5 arrangement. After deducting these amounts, the net balance owed was $187,539 as of December 31, 2015, which was paid by the Company in the first quarter of 2016. The parties have not reached a definitive settlement agreement relating to this matter as of the date of this report, although the City of Pharr has objected to the deduction of the out-of-pocket expenses.
Other approval and adoption actions taken by the Company’s Board of Directors
On September 9, 2015, the Company’s board of directors approved and adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), which amend and restate the provisions of the Company’s existing bylaws, as amended, in their entirety. The Amended and Restated Bylaws reflect changes that conform with provisions that are more customary for publicly owned companies; they provide, among other things:
The Company’s board of directors also approved and adopted the “Code of Business Conduct and Ethics for COPsync, Inc.” The Code of Ethics is applicable to members of the Board of Directors, officers and employees of the Company. The Code of Ethics addresses such individuals’ conduct with respect to, among other things, the accuracy of the Company’s records, conflicts of interests, company opportunities, intellectual property and confidential information, proper use of Company assets and reporting suspected illegal or unethical behavior. The above description of the Code of Ethics is qualified in its entirety by reference to the Code of Ethics.
On September 9, 2015, the Company’s Board of Directors established a separate audit committee, compensation committee and nominating and corporate governance committee of the Board. The Company’s Board of Directors also elected Joseph Alosa, Sr. to serve as the Company’s Chairman, replacing our prior Chairman, Russell D. Chaney.
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NOTE 18 - RELATED PARTY TRANSACTIONS |
12 Months Ended |
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Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] |
NOTE 18 - RELATED PARTY TRANSACTIONS
In November 2015, we entered into an agreement with our Series B stockholders, including Mr. Hochberg, our director. Pursuant to this agreement, we amended the terms of his warrant to reduce the exercise price from $10.00 per share to $6.25 per share in exchange for his present exercise of his warrant in full for cash. Additionally, as consideration for Mr. Hochberg agreeing to convert his shares of Series B Preferred Stock into shares of our common stock, terminate the Investors’ Rights Agreement and waive any rights he may have under such agreement, we agreed to issue to him an additional 23,750 shares of our common stock (in addition to the shares he received upon conversion of his Series B preferred stock and exercise of his Series B warrants) and pay accrued dividends on his shares of Series B Preferred Stock in cash within 30 days of listing on the NASDAQ. We paid Mr. Hochberg $202,324 on December 10, 2015, representing the accrued dividends on his shares of Series B Preferred Stock.
On August 28, 2015, the Company entered into a short-term loan arrangement with a third party, with the initial principal of such loan equal to $200,000. This short-term loan was for six-months and bore interest at a rate of 38.0% during the term of the loan. This loan was repaid on November 25, 2015. Mr. Woessner, our chief executive officer, personally guaranteed this loan,
On June 29, 2015, the Company entered into a short-term loan arrangement with a third party, with the initial principal of such loan equal to $50,000. This short-term loan matured on October 29, 2015 and bore interest at a rate of 40.0% during the term of the loan. Ronald A. Woessner, our chief executive officer, personally guaranteed this loan. This loan was repaid on August 12, 2015.
On June 11, 2015, the Company received a $50,000 advance from Joe Alosa, a member of the board, without accompanying paperwork. The Company recorded the advance as a 90-day note, assuming 8% interest per annum. The advance was subsequently documented between the two parties in October 2015. The written terms included 1) 7% interest per annum, and 2) payment due within 30 days of the Company’s common stock commencing trading on the NASDAQ Capital Market. This note was paid in full in November 2015.
On May 11, 2015, the Company entered into a short-term loan arrangement with a third party, with the initial principal of such loan equal to $300,000. This short-term loan matured on November 6, 2015 and bore interest at a rate of 35.0% during the term of the loan. This loan was repaid on August 19, 2015. Mr. Woessner, our chief executive officer, personally guaranteed this loan.
On December 22, 2014, the Company executed a forty-eight-month capital lease agreement with a third-party service provider for the lease of two vehicles. The agreement requires monthly payments of $873 totaling $35,098 over the life of the lease and has a minimal buy-out option at the end of the lease. Accordingly, both a lease property asset and obligation in the amount of $35,098 was reported as of December 31, 2014, with lease payments beginning in January 2015. At December 31, 2015, the lease property asset and obligation values were $26,324 and $28,128, respectively.
On February 28, 2014, the Company executed a $25,000, sixty-day promissory note payable to its chief executive officer for a loan in the same amount. The note bears interest at 3.0% per annum, which is due upon maturity of the promissory note. In the fourth quarter of 2014, the Company repaid $17,500 of the principal amount of the note, leaving an outstanding balance of $7,500. The Company’s chief executive officer elected to extend the maturity date of this note to March 31, 2016. In September 2015, the $7,500 balance was used to partially pay for the exercise of a warrant to purchase 2,000 shares of the Company’s common stock with an exercise price of $10.00 per share, effective June 30, 2015. The shares of the Company’s common stock were issued in October 2015.
In November 2013, the spouse of the Company’s chief executive officer loaned the Company $60,000, which was evidenced by a demand promissory note bearing interest at 3% annually. The demand note was replaced shortly thereafter with a convertible promissory note totaling $60,000, also bearing 3% annual interest and originally due March 31, 2014; however, the due date was extended to March 31, 2016. The convertible note could be converted at the holder’s option into shares of the Company’s common stock at a conversion price of $5.00 per share. In October 2015, the note was converted into 12,000 shares of common stock.
In November 2013, the Company executed two short-term notes payable in the aggregate of $313,477 with an equipment financing company owned by one of the Company’s outside directors for the specific purpose of financing the purchase of certain third-party equipment to be sold to contracted customers. Both notes were to mature in May 2014, bear interest at 16% annually, are payable upon maturity, and are collateralized by the third-party equipment being procured. The maturity dates for both notes were formally extended until June 25, 2015. On September 1, 2015, a new agreement was executed between the parties consisting of the following: the agreement was styled as a rental agreement, consisting of: a total value of $322,305, inclusive of principal and interest; a term of 48 months, monthly payments of $5,465; a buy-out amount of $65,576; and a $60,000 cash payment upon signing.
In August 2013, the Company’s chief executive officer loaned the Company $40,000, which was evidenced by a convertible promissory note bearing interest at 3% annually. The note was originally due March 31, 2014; however, the due date was extended to March 31, 2016. The convertible note could be converted at the holder’s option into shares of the Company’s common stock at a conversion price of $5.00 per share. In October 2015, the note was converted into 8,000 shares of common stock.
In December 2012, the Company’s chief executive officer loaned the Company $120,000, which was evidenced by a demand promissory note bearing interest at 3% annually. The demand note, including accrued interest, was replaced with a convertible promissory note totaling $120,534, also bearing 3% annual interest and due one year from its issuance. The accrued interest was to be paid in cash on a quarterly basis. Further, the convertible note could be converted at the holder’s option into shares of the Company’s common stock at a conversion price of $5.00 per share. During 2013, the Company’s chief executive officer agreed to extend the due date for this convertible promissory note to March 14, 2014. The Company’s chief executive officer subsequently extended the due date to March 31, 2016. In October 2015, the principal amount of the demand promissory note was converted into 24,107 shares of common stock.
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NOTE 19 - SUBSEQUENT EVENTS |
12 Months Ended |
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Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] |
NOTE 19 - SUBSEQUENT EVENTS
None.
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Accounting Policies, by Policy (Policies) |
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Basis of Accounting, Policy [Policy Text Block] | a. Basis of Presentation
The accompanying financial statements include the accounts of the Company, and are prepared on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.
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Reclassification, Policy [Policy Text Block] | b. Reclassifications
Certain prior year items have been reclassified to conform to the current year presentation. These reclassifications had no impact on the Company’s net loss.
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Cash and Cash Equivalents, Policy [Policy Text Block] | c. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities at the date of purchase of three months or less to be cash equivalents.
The Company's cash and cash equivalents, at December 31st, consisted of the following:
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Concentration Risk, Credit Risk, Policy [Policy Text Block] | d. Concentrations of credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. Cash and cash equivalents are deposited in demand and money market accounts in two financial institutions in the United States. Accounts at financial institutions in the United States are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. At times, the Company’s deposits or investments may exceed federally insured limits. At December 31, 2015, the Company had approximately $7,797,000 at one financial institution in excess of FDIC insured limits. The Company has not experienced any losses in such accounts.
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Use of Estimates, Policy [Policy Text Block] | e. Use of Estimates
The preparation of accompanying financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. The Company’s significant estimates include primarily those required in the valuation or impairment analysis of capitalization of labor under software development costs, property and equipment, revenue recognition, allowances for doubtful accounts, stock-based compensation, warrants, litigation accruals and valuation allowances for deferred tax assets. Although the Company believes that adequate accruals have been made for unsettled issues, additional gains or losses could occur in future years from resolutions of outstanding matters. Actual results could differ materially from original estimates.
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Inventory, Policy [Policy Text Block] | f. Inventory
Inventory is stated at the lower of cost (determined using the first-in, first-out method) or market. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence or impaired balances. Total adjustments made in years 2015 or 2014 were $20,000 and zero, respectively.
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Deferred Financing Costs, Policy [Policy Text Block] | g. Deferred Loan Costs
At the beginning of 2014, the Company began the process of securing up to $2.0 million in funding pursuant to an EB-5 program, which originally had been expected to close before the close of 2014. The EB-5 program is a program under which foreign nationals loan money to U.S. companies who are creating U.S. jobs. Following the job creation, the foreign lenders receive U.S. “green cards”. At December 31, 2014, the Company remained optimistic that it could successfully close this funding in fiscal 2015; however, it became apparent as the Company proceeded through fiscal year 2015 that this funding alternative would not become a reality for reasons beyond the Company’s control.
Related to the EB-5 program and on December 30, 2013, the Company executed an agreement with a third-party service provider to provide business, promotional, financial and EB-5 Regional Center consulting services. For those services, the Company prepaid $50,000. The prepayment was recorded as Prepaid Loan Costs on the balance sheet with the expectation it would be matched or netted against the expected funding from the completed EB-5 program by being charged, upon receipt of the funding, to general and administrative expense.
As a result of the Company’s decision to no longer pursue the EB-5 program, the $50,000 prepayment was charged to general and administrative expense in fiscal year 2015.
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Property, Plant and Equipment, Policy [Policy Text Block] | h. Property and Equipment
The Company’s major classes of property and equipment are as follows:
Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, ranging as follows:
Depreciation expense on property and equipment was $53,221 and $47,393 for the years ended December 31, 2015 and 2014, respectively.
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Lease, Policy [Policy Text Block] | i. Leased Property & Obligation under Capital Lease
On December 22, 2014, the Company executed a forty-eight-month capital lease agreement with a third-party service provider for the lease of two vehicles. The agreement requires monthly payments of $873 totaling $35,098 over the life of the lease and has a minimal buy-out option at the end of the lease. Accordingly, both a lease property asset and obligation in the amount of $35,098 was reported as of December 31, 2014, with lease payments beginning in January 2015. At December 31, 2015, the lease property asset and obligation values were $26,324 and $28,128, respectively. Rent expense was $126,571 and $116,525 for the years ended December 31, 2015 and 2014, respectively.
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Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | j. Long-lived Assets
The Company reviews its long-lived assets including property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Examples of such events could include a significant disposal of a portion of such assets, an adverse change in the market involving the business employing the related asset, a significant decrease in the benefits realized from an acquired business, difficulties or delays in integrating the business or a significant change in the operations of an acquired business.
An impairment test involves a comparison of undiscounted cash flows from the use of the asset to the carrying value of the asset. Measurement of an impairment loss is based on the amount that the carrying value of the asset exceeds its fair value. No impairment losses were incurred in the periods presented.
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Research, Development, and Computer Software, Policy [Policy Text Block] | k. Software Development Costs
Certain software development costs incurred subsequent to the establishment of technological feasibility are capitalized and amortized over the estimated lives of the related products.
The Company determines technological feasibility to be established upon completion of (1) product design, (2) detail program design, (3) consistency between product and program design and (4) review of detail program design to ensure that high risk development issues have been resolved. Upon the general release of the COPsync service offering to customers, development costs for that product were amortized over fifteen years based on management’s then estimated economic life of the product.
The Company has not capitalized any of the software development efforts associated with its new product offerings, WARRANTsync, VidTac and COPsync911, because the time period between achieving technological feasibility and product release for both of these product offerings was very short. As a result, the incurred costs have been recorded as research and development costs in years 2015 and 2014.
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Research and Development Expense, Policy [Policy Text Block] | l. Research and Development
Research and development costs are charged to expense as incurred.
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Fair Value of Financial Instruments, Policy [Policy Text Block] | m. Fair Value of Financial Instruments
The carrying amounts of the Company's financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and short-term debt approximate fair value due to their relatively short maturities. The carrying amounts of notes payable approximate fair value based on market interest rates currently available to the Company.
The fair value framework requires a categorization of assets and liabilities, which are required at fair value, into three levels based upon the assumptions (inputs) used to price the assets and liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
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Revenue Recognition, Policy [Policy Text Block] | n. Revenue Recognition
The Company’s business focus is to sell subscriptions to the COPsync software as a service, which is a real-time, in-car information sharing, communication and data interoperability network for law enforcement agencies. The Company refers to this service as The COPsync Network. The agencies subscribe to the service for a specified period of time (usually for twelve to forty-eight months), for a specified number of officers per agency, and at a fixed subscription fee per officer.
In the process of selling the subscription service, the Company also sells computers and computer-related hardware (“hardware”) used to provide the in-vehicle service should the customer not already have the hardware, or wants to upgrade their existing hardware, as well as hardware installation services, the initial agency and officer set-up and training services and, sometimes, software integration services for enhanced service offerings.
The Company’s most common sales are:
1) for new customers – a multiple-element arrangement involving (a) the subscription fee, (b) integration of the COPsync software and a hardware appliance (where the hardware and software work together to deliver the essential functionality of the service) to include related services for hardware installation and agency and officer set-up and training and (c) if applicable, software integration services for enhanced service offerings; and
2) for existing customers – the subscription fees for the annual renewal of an agency’s COPsync subscription service, upon the completion of the agency’s previous subscription period.
The Company recognizes revenue when all of the following have occurred: (1) the Company has entered into a legally binding arrangement with a customer resulting in the existence of persuasive evidence of an arrangement; (2) delivery has occurred, evidenced when product title transfers to the customer; (3) customer payment is deemed fixed or determinable and free of contingencies and significant uncertainties; and (4) collection is probable.
Revenue specific to hardware is recognized once hardware has been delivered to the customer. Installation and/or officer training fees are recognized as revenue, if and when provided. This policy represents a change in estimate in the amount of deferred revenue recognized on hardware sales. Further, the hardware has to be useable by the customer for general business purposes and possibly unrelated to the COPsync service should they need to use the hardware for general businesses. If the hardware is not useable, then no revenue recognition can be taken. If a portion of the hardware has been installed at the end of the reporting period, then along with the hardware recognition, a prorated portion of the installation fees will be recognized as of the date of such installation. Any remaining revenue items will be deferred until all of the hardware is finished being installed and officer training completed. The warranty on third party hardware is provided by the manufacturer only.
The sale of the hardware and related services for hardware installation and agency and officer set-up and training are reported as “Hardware, installation and other revenues” in the Company’s statement of operations. The sale of the VidTac product offering is considered a hardware sale and is reported in this revenue classification.
The subscription fees and software integration services are reported as “software license/subscriptions revenues” in the Company’s statement of operations. The subscription fees include termed licenses for the contracted officers to have access to the service and the right to receive telephonic customer and technical support, as well as software updates, during the subscription period. Support for the hardware is normally provided by the hardware manufacturer.
The sale of the WARRANTsync and COPsync911 product offerings are reported in “software license/subscriptions revenues”. The service for each of these products consist of two elements: (1) an integration element, and (2) a subscription element, both of which are recognized ratably over the service period upon customer acceptance. WARRANTsync represents a very small portion of our revenues and could be viewed as an enhancement feature to our COPsync Network.
The receipt and acceptance of an executed customer’s service agreement, which outlines all of the particulars of the sale event, is the primary method of determining that persuasive evidence of an arrangement exists.
Delivery generally occurs for the different elements of revenue as follows:
(1) For multiple-element arrangements involving new customers – contractually the lesser period of time of sixty days from contract date or the date officer training services are completed. The Company requests the agency to complete a written customer acceptance at the time training is completed, which will override the contracted criteria discussed immediately above.
(2) The subscription fee – the date the officer training is completed and written customer acceptance is received.
(3) Software integration services for enhanced service offerings – upon the completion of the integration efforts and verification that the enhanced service offering is available for use by the agency.
Fees are typically considered to be fixed or determinable at the inception of an arrangement, generally based on specific services and products to be delivered pursuant to the executed service agreement. Substantially all of the Company’s service agreements do not include rights of return or acceptance provisions. To the extent that agreements contain such terms, the Company recognizes revenue once the acceptance provisions or right of return lapses. Payment terms to customers generally range from net “upon receipt of invoice” to “net 30 days from invoice date.” Beginning in 2013, the Company adopted a policy of requesting customers purchasing a significant amount of hardware to prepay for the hardware at the time the equipment was ordered from the Company’s suppliers. These prepayments are recorded on the Company’s balance sheet as current deferred revenues.
The Company assesses the ability to collect from its customers based on a number of factors, including credit worthiness of the customer and the past transaction history with the customer. If the customer is not deemed credit worthy, the Company defers all revenue from the arrangement until payment is received and all other revenue recognition criteria have been met. With the exception of sales to resellers, all of the Company’s customers are local or state governmental agencies.
As indicated above, some customer orders contain multiple elements. The Company allocates revenue to each element in an arrangement based on relative selling price. The selling price for a deliverable is based on its vendor specific objective evidence (“VSOE”), if available, third party evidence ("TPE"), if VSOE is not available, or the Company’s best estimate of selling price ("ESP"), if neither VSOE nor TPE is available. The maximum revenue the Company recognizes on a delivered element is limited to the amount that is not contingent upon the delivery of additional items. Many of the Company’s service agreements contain grants (or discounts) provided to the contracting agency. These grants or discounts have been allocated across all of the different elements based upon the respective, relative selling price.
The Company determines VSOE for subscription fees for the initial contract period based upon the rate charged to customers on a stand-alone subscription service. VSOE for renewal pricing is based upon the stated rate for the renewed subscription service, which is stated in the service agreement or contract entered into. Historically, the renewal rate has been equal to or slightly higher than the stated rate in the original contract; however, we have experienced in fiscal year 2015, a lower renewal rate for certain, renewing customers as a result of their budgetary constraints. The renewal rate is administered on a customer-by-customer basis. Subscription fee revenue is recognized ratably over the life of the service agreement.
The Company has determined that the selling price of hardware products include the related services for hardware installation and agency and officer set-up and training, as well as integration services for enhanced service offerings, which are sold separately and, as a result, it has VSOE for these products.
For almost all of the Company’s new service agreements, as well as renewal agreements, billing and payment terms are agreed to up front or in advance of performance milestones. These payments are initially recorded as deferred revenue and subsequently recognized as revenue as follows:
(1) Integration of the COPsync software and a hardware appliance (where the hardware and software work together to deliver the essential functionality of the service) to include related services for hardware installation and agency and officer set-up and training – immediately upon delivery.
(2) The subscription fee – ratably over the contracted subscription period, commencing on the delivery date.
(3) Software integration services for enhanced service offerings – immediately upon the Company’s completion of the integration and verification that the enhanced service is available for the agency’s use.
(4) Renewals – ratably over the renewed subscription or service period commencing on the completion of the previous subscription or service period.
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Income Tax, Policy [Policy Text Block] | o. Income Taxes
The Company periodically assesses uncertain tax positions that the Company has taken or expects to take on a tax return (including a decision whether to file or not to file a return in a particular jurisdiction). The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company evaluated its tax positions and determined that there were no uncertain tax positions for the years ended December 31, 2015 and 2014.
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Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | p. Share Based Compensation
The Company accounts for all share-based payment transactions using a fair-value based measurement method. The Company calculates stock option-based compensation by estimating the fair value of each option as of its date of grant using the Black-Scholes option pricing model. These amounts are expensed over the respective vesting periods of each award using the straight-line attribution method. The Company has historically issued stock options and vested and non-vested stock grants to employees. Beginning in 2012, the Company also began granting stock options to outside directors. The condition for vesting of the options has been continued employment or service during the related vesting or restriction period.
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New Accounting Pronouncements, Policy [Policy Text Block] | q. Newly Adopted Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its audited financial statements.
Revenue Recognition
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most current revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgement and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP.
The standard is effective for us beginning in 2018, and requires using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2018.
Going Concern
On August 27, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which is intended to define management’s responsibility to evaluate whether there is substantial doubt about the Company’s ability to continue as a going concern and to provide related footnote disclosures. This standard will be effective for the Company for the year ending on December 31, 2016. Early application is permitted. The Company is currently evaluating the impact of ASU No. 2014-15.
Recently Issued Accounting Pronouncement
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02 Leases (Topic). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. For public companies, the ASU is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on the financial position, results of operations or cash flows.
In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU 2015-03. ASU 2015-03 is effective for us on January 1, 2016, with early adoption permitted. We are currently evaluating the potential changes from this ASU to our future financial reporting and disclosures.
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Stockholders' Equity, Policy [Policy Text Block] | r. Preferred Stock Issuances with Beneficial Conversion Features
The Company uses the effective conversion price of preferred shares issued based on the proceeds received to compute the intrinsic value of the embedded conversion feature on preferred stock issuances with detachable warrants. The Company calculates an effective conversion price and uses that price to measure the intrinsic value of the embedded conversion option.
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Advertising Costs, Policy [Policy Text Block] | s. Advertising Costs
Advertising costs were $82,092 and $42,890 for years ended December 31, 2015 and 2014, respectively. These costs are expensed when incurred. Our advertising consists of tradeshows, social media, and targeted email communications.
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Receivables, Policy [Policy Text Block] | t. Accounts Receivable and Allowance for Doubtful Accounts
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of trade accounts receivables. Our customers are primarily local, city and state governmental agencies. The Company’s credit risk related to new contracts is minimized because the Company verifies the customer’s budgetary funds availability or approved outside financing alternatives specific to the contract at the time of contract acceptance. With regards to renewal billings, the Company is proactive in reminding the customers to include in their upcoming budgetary planning the necessary funds to cover the renewal of the COPsync service.
The Company recognizes an allowance for losses on accounts receivable in an amount equal to the outstanding account balances specific to identifiable customer accounts considered at risk or uncollectible based upon a customer-by-customer review. At December 31, 2015, the Company established a $10,000 general allowance, which is directed towards receivables that are over sixty days of age and may be at risk of collection. The expense associated with the allowance for doubtful accounts is recognized as general and administration expense.
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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Schedule of Cash and Cash Equivalents [Table Text Block] | The Company's cash and cash equivalents, at December 31st, consisted of the following:
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Property, Plant and Equipment [Table Text Block] | The Company’s major classes of property and equipment are as follows:
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Property, Plant and Equipment [Table Text Block] | Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, ranging as follows:
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NOTE 3 - ACCOUNTS RECEIVABLE (Tables) |
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Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | The Company's accounts receivable, net, at December 31, consisted of the following:
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NOTE 4 - INVENTORY (Tables) |
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Schedule of Inventory, Current [Table Text Block] | Inventory consisted of the following as of December 31:
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NOTE 5 - PREPAID EXPENSES AND OTHER ASSETS (Tables) |
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Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | The Company's prepaid expenses and other assets at December 31, consisted of the following:
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NOTE 6 - SOFTWARE DEVELOPMENT COSTS (Tables) |
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Schedule of Finite-Lived Intangible Assets [Table Text Block] | Software development costs as of December 31, were as follows:
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NOTE 7 - INCOME TAXES (Tables) |
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets and liabilities at December 31, consist of the following:
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Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Income tax benefit differs from the expected statutory rate as follows:
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NOTE 8 - NOTES PAYABLE - (NON-CONVERTIBLE) (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt [Table Text Block] | Notes payable as of December 31 consisted of the following:
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Schedule of Maturities of Long-term Debt [Table Text Block] | Future principal payments on long-term debt are as follows:
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NOTE 9 - CONVERTIBLE NOTES PAYABLE (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Table Text Block] | Convertible notes payable at December 31 are summarized as follows:
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NOTE 13 - COMMON STOCK TO BE ISSUED (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock To Be Isssued [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Common Stock to Be Issued [Table Text Block] | The following table provides a reconciliation of the transactions, number of shares and associated common stock values for the common stock to be issued at December 31, 2015 and December 31, 2014.
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NOTE 14- BASIC AND FULLY DILUTED LOSS PER SHARE (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The Company's common stock equivalents, at December 31, consisted of the following and have not been included in the calculation because they are anti-dilutive:
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NOTE 15 - OUTSTANDING WARRANTS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the status of the Company’s outstanding warrants and the changes during 2014 and 2015 is as follows:
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Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Table Text Block] | The following is a summary of outstanding and exercisable warrants at December 31, 2015:
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NOTE 16 - EMPLOYEE OPTIONS (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The summary activity under the Plan is as follows:
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Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2015:
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Schedule of Nonvested Share Activity [Table Text Block] | A summary of the status of the Company’s non-vested shares as of December 31, 2015 is as follows:
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Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Company estimated the fair value of the stock options based on the following weighted average assumptions:
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NOTE 17 - COMMITMENTS AND CONTINGENCIES (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future annual lease payments as of December 31, 2015 are as follows:
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NOTE 1 - NATURE OF ORGANIZATION (Details) |
12 Months Ended |
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Dec. 31, 2015 | |
COPSync911 [Member] | |
NOTE 1 - NATURE OF ORGANIZATION (Details) [Line Items] | |
Product Description | The Company offers the COPsync911 threat alert, first introduced in the second quarter of 2013, for use in schools, hospitals, day care facilities, governmental office buildings and other facilities with a high level of concern about safety and security. When used in schools, for example, the COPsync911 service enables school personnel to instantly and silently send emergency alerts directly to the five closest law enforcement officers in their patrol vehicles, and to the local 911 dispatch center, with the mere click of a screen icon located on every Windows-based computer or any handheld device within the facility. A text alert is also sent to the cell phones of all law enforcement officers in the area and to all teachers, administrators, and other staff at the school, alerting them of potential danger. The Company expects its COPsync911 service to reduce emergency law enforcement response times by five to seven minutes. |
VidTac Systems and Components [Member] | |
NOTE 1 - NATURE OF ORGANIZATION (Details) [Line Items] | |
Product Description | VidTac is a software-driven video system for law enforcement. Traditional in-vehicle video systems are “hardware centric” DVR-based systems. The video capture, compression and encryption of the video stream is performed by the DVR.The VidTac system is price advantageous vis-a-vis other high-end video systems, since the Company is offering it for sale at a much lower price point than the average price of DVR-based video systems. Furthermore, for those agencies that have in-vehicle computers, the VidTac system eliminates the need for the agency to purchase a second computer, i.e., the DVR, and eliminates the need to replace this second (DVR) computer every three to four years as new patrol vehicles are placed into service. |
WARRANTsync System [Member] | |
NOTE 1 - NATURE OF ORGANIZATION (Details) [Line Items] | |
Product Description | The WARRANTsync system is designed to be a Texas statewide misdemeanor warrant clearing database. It enables law enforcement officers in the field to receive notice of outstanding warrants in real-time at the point of a traffic stop. The WARRANTsync system enables the offender to pay the outstanding warrant fees and costs using a credit card. Following payment, the offender is given a receipt and the transaction is complete. This product could be viewed as an enhancement feature to the core COPsync Network service since all COPsync Network users receive the outstanding Warrant notice. |
COURTsync System [Member] | |
NOTE 1 - NATURE OF ORGANIZATION (Details) [Line Items] | |
Product Description | The COURTsync system is designed to enable judges and court personnel to instantly send emergency alerts directly to the closest law enforcement officers in their patrol vehicles and to the local 911 dispatch center, from any computer within the facility. Court personnel are also able to query federal law enforcement databases and databases pertaining to officer safety and dangerous persons. Additionally, COURTsync utilizes our WARRANTsync system to give patrol officers utilizing our COPsync Network access to Class C warrant information from the court, enabling them to collect warrant fees for the court. |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) |
12 Months Ended | |||
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Dec. 22, 2014
USD ($)
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Dec. 31, 2015
USD ($)
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Dec. 31, 2014
USD ($)
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Dec. 31, 2013
USD ($)
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Cash, Uninsured Amount | $ 7,797,000 | |||
Inventory Adjustments | 20,000 | $ 0 | ||
Additional Funding Attempting to Secure | 2,000,000 | |||
Deferred Finance Costs, Gross | $ 50,000 | |||
Amortization of Deferred Charges | 50,000 | |||
Depreciation | 53,221 | 47,393 | ||
Property, Plant and Equipment, Net | 124,188 | 175,876 | ||
Operating Leases, Rent Expense | 126,571 | 116,525 | ||
Asset Impairment Charges | $ 0 | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
Advertising Expense | $ 82,092 | $ 42,890 | ||
Allowance for Doubtful Accounts Receivable | 10,000 | |||
Vehicles [Member] | ||||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Number of Vehicles | 2 | |||
Capital Lease Obligation, Monthly Payment | $ 873 | |||
Capital Lease Obligations | $ 35,098 | 28,128 | ||
Property, Plant and Equipment, Net | $ 26,324 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Cash and Cash Equivalents - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
---|---|---|---|
Schedule of Cash and Cash Equivalents [Abstract] | |||
Cash in bank | $ 8,053,390 | $ 586,469 | |
Money market funds | 241,920 | 990 | |
Cash and cash equivalents | $ 8,295,310 | $ 587,459 | $ 414,051 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Property, Plant and Equipment - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 317,948 | $ 328,665 |
Accumulated Depreciation | (193,760) | (152,789) |
Net Property and Equipment | 124,188 | 175,876 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 148,940 | 174,094 |
Net Property and Equipment | 26,324 | |
Capitalized Lease Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 35,098 | 35,098 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 10,467 | 10,467 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 86,508 | 72,070 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 36,935 | $ 36,936 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Property, Plant and Equipment, Estimated Usefule Lives |
12 Months Ended |
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Dec. 31, 2015 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 3 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 5 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 5 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 7 years |
NOTE 3 - ACCOUNTS RECEIVABLE (Details) - Schedule of Accounts, Notes, Loans and Financing Receivable - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Schedule of Accounts, Notes, Loans and Financing Receivable [Abstract] | ||
Trade receivables | $ 1,360,929 | $ 1,101,279 |
Other receivables | 26,360 | 53,227 |
Elimination of unpaid deferred revenue | (861,024) | (716,495) |
Allowance for doubtful accounts | (100,000) | (214,389) |
Total Accounts Receivable | $ 426,265 | $ 223,622 |
NOTE 4 - INVENTORY (Details) - USD ($) |
12 Months Ended | |
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Dec. 31, 2015 |
Dec. 31, 2014 |
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NOTE 4 - INVENTORY (Details) [Line Items] | ||
Increase (Decrease) in Inventories, Net of Obsolescence | $ 239,000 | |
Inventory Purchase Order | $ 433,000 | |
VidTac Systems and Components [Member] | ||
NOTE 4 - INVENTORY (Details) [Line Items] | ||
Increase (Decrease) in Inventories, Net of Obsolescence | 219,000 | |
Finished Inventory Purchased for Specific Customer Contracts [Member] | ||
NOTE 4 - INVENTORY (Details) [Line Items] | ||
Increase (Decrease) in Inventories, Net of Obsolescence | $ 44,000 |
NOTE 4 - INVENTORY (Details) - Schedule of Inventory - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Schedule of Inventory [Abstract] | ||
Finished goods | $ 504,695 | $ 246,077 |
Obsolescence Allowance | (20,000) | 0 |
Total Inventory | $ 484,695 | $ 246,077 |
NOTE 5 - PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) |
12 Months Ended | ||
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Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
NOTE 5 - PREPAID EXPENSES AND OTHER ASSETS (Details) [Line Items] | |||
Prepaid Supplies | $ 8,663 | ||
Amortization of Intangible Assets | $ 0 | $ 436,471 | |
Proceeds from Deposits from Customers | $ 406,216 | ||
Endorsement Agreement [Member] | |||
NOTE 5 - PREPAID EXPENSES AND OTHER ASSETS (Details) [Line Items] | |||
Finite-Lived Intangible Assets, Remaining Amortization Period | 6 years | ||
Amortization of Intangible Assets | $ 100,048 | ||
Deferred Revenue | $ 31,546 |
NOTE 5 - PREPAID EXPENSES AND OTHER ASSETS (Details) - Schedule of Prepaid Expenses and Other Assets - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Schedule of Prepaid Expenses and Other Assets [Abstract] | ||
Prepaid Insurance | $ 69,456 | $ 44,101 |
Subscriptions | 54,756 | 24,050 |
Vendor Prepayments | 34,389 | 103,044 |
Deferred Valuation Expense Related To Endorser Agreements | 353,802 | 0 |
Deferred Charges | 31,546 | 98,953 |
Total Prepaid Expenses and Other Assets | $ 543,949 | $ 270,148 |
NOTE 6 - SOFTWARE DEVELOPMENT COSTS (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Research and Development [Abstract] | ||
Amortization of Intangible Assets | $ 0 | $ 436,471 |
NOTE 6 - SOFTWARE DEVELOPMENT COSTS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Schedule of Finite-Lived Intangible Assets [Abstract] | ||
Capitalized software development costs | $ 0 | $ 2,724,082 |
Accumulated amortization | 0 | (1,847,274) |
Sub-total | 0 | 876,808 |
Cumulative Impairment charge | 0 | (876,808) |
Total | $ 0 | $ 0 |
NOTE 7 - INCOME TAXES (Details) |
12 Months Ended |
---|---|
Dec. 31, 2015
USD ($)
| |
NOTE 7 - INCOME TAXES (Details) [Line Items] | |
Operating Loss Carryforwards | $ 20,169,000 |
Tax Credit Carryforward, Limitations on Use | a cumulative stock ownership change of greater than 50%, as defined, over a three-year period |
Minimum [Member] | |
NOTE 7 - INCOME TAXES (Details) [Line Items] | |
Operating Loss Carryforwards, Expiration Date 1 | 2028 |
Maximum [Member] | |
NOTE 7 - INCOME TAXES (Details) [Line Items] | |
Operating Loss Carryforwards, Expiration Date 1 | 2034 |
NOTE 7 - INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 6,857,600 | $ 5,294,800 |
Total deferred tax assets | 6,857,600 | 5,294,800 |
Valuation allowance | (6,857,600) | (5,294,800) |
Net deferred tax assets | $ 0 | $ 0 |
NOTE 7 - INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Expected federal income tax benefit | $ (2,211,800) | $ (1,471,700) |
Stock expense | 215,600 | 357,000 |
Stock option and warrant expense | 70,900 | 121,300 |
Other | 362,500 | 70,700 |
Change in valuation allowance | 1,562,800 | 922,700 |
Income tax benefit | $ 0 | $ 0 |
NOTE 8 - NOTES PAYABLE - (NON-CONVERTIBLE) (Details) - Schedule of Maturities of Long-term Debt |
Dec. 31, 2015
USD ($)
|
---|---|
Schedule of Maturities of Long-term Debt [Abstract] | |
2017 | $ 135,914 |
2018 | 59,733 |
2019 | 83,566 |
2020 & thereafter | 0 |
Total | $ 279,213 |
NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details) |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Aug. 28, 2015 |
Aug. 10, 2015
shares
|
Dec. 31, 2015
USD ($)
$ / shares
shares
|
Dec. 31, 2014
USD ($)
$ / shares
shares
|
Jun. 29, 2015 |
May. 11, 2015 |
|
NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||
Proceeds from Convertible Debt | $ 526,315 | $ 0 | ||||
Debt Conversion, Original Debt, Amount | 3,570,879 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 43,097 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 38.00% | 40.00% | 35.00% | |||
Debt Instrument, Term | 6 years | |||||
Convertible Debt [Member] | ||||||
NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||
Proceeds from Convertible Debt | 526,315 | |||||
Debt Conversion, Original Debt, Amount | $ 895,101 | |||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 11.00 | $ 5.00 | ||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 659,523 | 121,543 | ||||
Number of Notes Payable | 1 | 9 | ||||
Convertible Debt | $ 30,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 2.00% | ||||
Debt Instrument, Term | 3 years | |||||
Debt Instrument, Convertible, Number of Equity Instruments | 2,728 | |||||
Interest Payable | $ 151 | $ 16,341 | ||||
Convertible Debt [Member] | Accrued Interest [Member] | ||||||
NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||
Debt Conversion, Original Debt, Amount | $ 902 | 107 | ||||
Convertible Debt [Member] | Conversion of Debt, Principal [Member] | ||||||
NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||
Debt Conversion, Original Debt, Amount | $ 215,378 | |||||
Interest Paid in Cash [Member] | Convertible Debt [Member] | ||||||
NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||
Number of Notes Payable | 8 | |||||
Minimum [Member] | Convertible Debt [Member] | ||||||
NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 3.49 | |||||
Maximum [Member] | Convertible Debt [Member] | ||||||
NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 10.00 |
NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details) - Schedule of Convertible Notes Payable - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Schedule of Convertible Notes Payable [Abstract] | ||
Total convertible notes payable | $ 398,786 | $ 873,263 |
Plus: new notes | 526,315 | 0 |
Less: note conversions | 895,101 | 474,477 |
Convertible notes payable, net | 30,000 | 398,786 |
Less: current portion | 0 | 9,608 |
Convertible notes payable, net, long-term portion | $ 30,000 | $ 389,178 |
NOTE 10 - PRIVATE PLACEMENT CONVERTIBLE NOTES (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Nov. 18, 2015 |
Aug. 10, 2015 |
Mar. 06, 2015 |
Oct. 01, 2014 |
Mar. 31, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Aug. 28, 2015 |
Jun. 29, 2015 |
May. 11, 2015 |
|
NOTE 10 - PRIVATE PLACEMENT CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 200,000 | $ 50,000 | $ 300,000 | |||||||
Class of Warrant or Rights, Granted | 121,144 | 4,000 | 600 | 4,256,522 | 245,139 | |||||
Warrants, Term of Warrants | 5 years | 4 years | 5 years | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 38.00% | 40.00% | 35.00% | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.125 | $ 5.00 | $ 5.00 | $ 20.00 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 43,097 | |||||||||
Convertible Debt [Member] | ||||||||||
NOTE 10 - PRIVATE PLACEMENT CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 1,795,000 | |||||||||
Class of Warrant or Rights, Granted | 527,634 | |||||||||
Warrants, Term of Warrants | 5 years | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 2.00% | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.125 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 659,523 | 121,543 | ||||||||
Interest Rate, Additional Recognized Related to Attached Warrants [Member] | Convertible Debt [Member] | ||||||||||
NOTE 10 - PRIVATE PLACEMENT CONVERTIBLE NOTES (Details) [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 16.00% |
NOTE 11 - PREFERRED STOCK (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 12 Months Ended | 24 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 18, 2015 |
Mar. 06, 2015 |
Oct. 01, 2014 |
Nov. 30, 2015 |
Apr. 30, 2008 |
Mar. 31, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
Dec. 31, 2010 |
Dec. 31, 2009 |
Dec. 31, 2010 |
|
NOTE 11 - PREFERRED STOCK (Details) [Line Items] | ||||||||||||
Proceeds from Issuance of Private Placement | $ 1,596,753 | $ 0 | ||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 3,000 | 4,325,854 | ||||||||||
Class of Warrant or Rights, Granted (in Shares) | 121,144 | 4,000 | 600 | 4,256,522 | 245,139 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 3.125 | $ 5.00 | $ 5.00 | $ 20.00 | ||||||||
Warrants, Term of Warrants | 5 years | 4 years | 5 years | |||||||||
Warrants, Fair Value of Warrants, Granted | $ 83,673 | $ 114,757 | $ 0 | |||||||||
Preferred Stock, Accretion of Redemption Discount | 52,500 | 71,307 | ||||||||||
Dividends, Preferred Stock, Paid-in-kind | $ 0 | 27,020 | ||||||||||
Private Placement [Member] | ||||||||||||
NOTE 11 - PREFERRED STOCK (Details) [Line Items] | ||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 60,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 10.00 | $ 10.00 | ||||||||||
Warrants, Expiration Date | Oct. 14, 2013 | |||||||||||
Warrants, Term of Warrants | 4 years | |||||||||||
Warrants, Fair Value of Warrants, Granted | $ 120,000 | |||||||||||
Series B Preferred Stock and Exercise of Series B Warrants by Ten Investors [Member] | ||||||||||||
NOTE 11 - PREFERRED STOCK (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 60,000 | 60,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 6.25 | |||||||||||
Conversion of Stock, Description | Company entered into an agreement with the Series B stockholders (the “Conversion Agreement”) whereby they agreed to convert their shares of Series B Preferred Stock into shares of the Company’s common stock pursuant to the terms of the Series B Preferred Stock, exercise their warrants at an exercise price reduced from $10.00 per share to $6.25 per share in full for cash, terminate the Investors’ Rights Agreement and waive any rights they may have under such agreement. In return, the Company agreed to amend their warrants to reduce the exercise price from $10.00 per share to $6.25 per share, issue the Series B stockholders an additional aggregate 60,000 shares of the Company’s common stock, pay aggregate accrued dividends of up to approximately $680,000 in cash within 30 days of the Company’s listing on The NASDAQ Capital Market and grant the Series B stockholders certain board and board observer rights. | |||||||||||
Conversion of Stock, Shares Issued (in Shares) | 225,000 | 225,000 | ||||||||||
Stock Payable (in Shares) | 75,000 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
NOTE 11 - PREFERRED STOCK (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 100,000 | |||||||||||
Noncash or Part Noncash Acquisition, Interest Acquired | 100.00% | |||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in Shares) | 1 | |||||||||||
Preferred Stock, Voting Rights | voting rights of 750 votes per share | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
NOTE 11 - PREFERRED STOCK (Details) [Line Items] | ||||||||||||
Dividends, Preferred Stock | $ 91,192 | 105,000 | ||||||||||
Preferred Stock, Accretion of Redemption Discount | 52,500 | |||||||||||
Dividends, Preferred Stock, Paid-in-kind | 38,692 | |||||||||||
Dividends Payable | $ 0 | $ 546,863 | ||||||||||
Series B Preferred Stock [Member] | Private Placement [Member] | ||||||||||||
NOTE 11 - PREFERRED STOCK (Details) [Line Items] | ||||||||||||
Proceeds from Issuance of Private Placement | $ 50,000 | $ 1,450,000 | ||||||||||
Preferred Stock, Unit Description | each investor receiving eight warrants to purchase one share of common stock for every share of Series B Preferred Stock purchased | |||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 4.00 | $ 4.00 | ||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 375,000 | |||||||||||
Convertible Preferred Stock, Terms of Conversion | convertible into a total of 300,000 shares of the Company’s common stock | |||||||||||
Preferred Stock, Dividend Payment Terms | The Series B Preferred Stock (i) accrued dividends at a rate of 7.0% per annum, payable in preference to the common stock or any other capital stock of the Company, (ii) had a preference in liquidation, or deemed liquidation, to receive the initial investment in the Series B Preferred Stock, plus accrued and unpaid dividends, (iii) was convertible into 40 shares of the Company’s common stock, subject to adjustments for issuances by the Company of common stock at less than $5.00 per share, and (iv) had the right to elect one member of the Company’s Board of Directors. |
NOTE 12 - COMMON STOCK (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Nov. 18, 2015 |
Sep. 09, 2015 |
Mar. 06, 2015 |
Oct. 06, 2014 |
Oct. 01, 2014 |
Nov. 30, 2015 |
Sep. 30, 2014 |
Mar. 31, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-50 | |||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Stock Issued During Period, Shares, New Issues | 3,000 | 4,325,854 | ||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 15,000 | $ 0 | $ 40,500 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 43,097 | |||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | 3,570,879 | |||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | 707,115 | $ 60,000 | ||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,800 | |||||||||
Proceeds from Warrant Exercises (in Dollars) | 153,756 | $ 44,000 | ||||||||
Capital contributed through forfeiture of conractual compensation (in Dollars) | $ 79,000 | $ 79,000 | ||||||||
Class of Warrant or Rights, Granted | 121,144 | 4,000 | 600 | 4,256,522 | 245,139 | |||||
Warrants, Term of Warrants | 5 years | 4 years | 5 years | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 3.125 | $ 5.00 | $ 5.00 | $ 20.00 | ||||||
Issuance of Stock and Warrants for Services or Claims (in Dollars) | $ 0 | $ 1,050,000 | ||||||||
Series B Preferred Stock and Exercise of Series B Warrants by Ten Investors [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 60,000 | 60,000 | ||||||||
Conversion of Stock, Shares Issued | 225,000 | 225,000 | ||||||||
Conversion of Stock, Shares Converted | 375,000 | |||||||||
Stock Payable | 75,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 6.25 | |||||||||
Equity Issued for Cash [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 21,298 | |||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 141,990 | $ 39,000 | ||||||||
Conversion of Notes Payable [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 897,792 | 43,097 | ||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 3,570,879 | $ 215,485 | ||||||||
Equity Issued for Services [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 32,833 | |||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 707,115 | |||||||||
Class of Warrant or Rights, Granted | 12,000 | |||||||||
Warrants, Term of Warrants | 5 years | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 8.50 | |||||||||
Equity Issued in Connection with NASDAQ Listing [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 3,028,572 | |||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 10,569,413 | |||||||||
Stock Issued for Exercise of Warrants [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Proceeds from Warrant Exercises (in Dollars) | $ 24,000 | $ 155,300 | $ 68,000 | |||||||
Class of Warrant or Rights, Granted | 6,800 | |||||||||
Stock Issued for Exercise of Warrants [Member] | Series B Preferred Stock and Exercise of Series B Warrants by Ten Investors [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 60,000 | |||||||||
Proceeds from Warrant Exercises (in Dollars) | $ 375,000 | |||||||||
Stock and Warrants Issued for Cash [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 424,862 | |||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 2,124,310 | |||||||||
Class of Warrant or Rights, Granted | 87,573 | |||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 5.00 | |||||||||
Payments of Stock Issuance Costs (in Dollars) | $ 40,195 | |||||||||
Warrants, Term of Warrants | 4 years | |||||||||
Stock and Warrants Issued for Services [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 12,000 | |||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 60,000 | |||||||||
Class of Warrant or Rights, Granted | 4,000 | 2,400 | ||||||||
Warrants, Term of Warrants | 5 years | 4 years | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 5.00 | $ 5.00 | ||||||||
Issuance of Stock and Warrants for Services or Claims (in Dollars) | $ 28,165 | $ 31,835 | ||||||||
Stock Issued for Services [Member] | Financial Advisory and Investment Banker Services [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 47,500 | |||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 997,500 | |||||||||
Share Price (in Dollars per share) | $ 21.00 | |||||||||
Stock Issued for Services [Member] | Advisory Services [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 2,500 | |||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 52,500 | |||||||||
Share Price (in Dollars per share) | $ 21.00 | |||||||||
Minimum [Member] | Stock Issued for Exercise of Warrants [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 6.50 | |||||||||
Minimum [Member] | Stock and Warrants Issued for Cash [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 5.00 | |||||||||
Maximum [Member] | Stock Issued for Exercise of Warrants [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 7.50 | |||||||||
Maximum [Member] | Stock and Warrants Issued for Cash [Member] | ||||||||||
NOTE 12 - COMMON STOCK (Details) [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 22.50 |
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 12 Months Ended | 24 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|---|
Nov. 18, 2015 |
Mar. 06, 2015 |
Oct. 01, 2014 |
Jan. 31, 2016 |
Sep. 30, 2014 |
Mar. 31, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2014 |
Mar. 30, 2016 |
|
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) [Line Items] | ||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 15,000 | $ 0 | $ 40,500 | |||||||
Stock Issued During Period, Shares, New Issues | 3,000 | 4,325,854 | ||||||||
Warrants, Term of Warrants | 5 years | 4 years | 5 years | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 3.125 | $ 5.00 | $ 5.00 | $ 20.00 | ||||||
Proceeds from Warrant Exercises (in Dollars) | $ 153,756 | 44,000 | ||||||||
Subsequent Event [Member] | ||||||||||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 140,000 | |||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) [Line Items] | ||||||||||
Stock Payable | 90,206 | |||||||||
Sale of Stock and Warrant to be Issued [Member] | ||||||||||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) [Line Items] | ||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 15,000 | $ 3,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 3,000 | 600 | ||||||||
Warrants, Term of Warrants | 4 years | 4 years | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 19.00 | $ 5.00 | $ 5.00 | |||||||
Stock Issued for Exercise of Warrants [Member] | ||||||||||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) [Line Items] | ||||||||||
Proceeds from Warrant Exercises (in Dollars) | $ 24,000 | $ 155,300 | $ 68,000 | |||||||
Common Stock, Shares Subscribed but Unissued | 2,400 | |||||||||
Minimum [Member] | Stock Issued for Exercise of Warrants [Member] | ||||||||||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 6.50 | |||||||||
Maximum [Member] | Stock Issued for Exercise of Warrants [Member] | ||||||||||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 7.50 |
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued [Line Items] | ||
Number of shares to be issued | 260,206 | 6,000 |
Value of shares to be issued | $ 700,121 | $ 42,000 |
Stock to be Issued for Cash at $5.00 [Member] | ||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued [Line Items] | ||
Number of shares to be issued | 0 | 3,600 |
Value of shares to be issued | $ 3,000 | $ 18,000 |
Stock to be Issued for Cash at $10.00 [Member] | ||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued [Line Items] | ||
Number of shares to be issued | 0 | 2,400 |
Value of shares to be issued | $ 0 | $ 24,000 |
Common Stock To Be Issued [Member] | ||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued [Line Items] | ||
Number of shares to be issued | 260,206 | 6,000 |
Value of shares to be issued | $ 700,121 | $ 42,000 |
Common Stock To Be Issued [Member] | Series B Preferred Stock [Member] | ||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued [Line Items] | ||
Number of shares to be issued | 75,000 | 0 |
Value of shares to be issued | $ 9 | $ 0 |
Stock to be Issued at $8.50 and $3.49 [Member] | ||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued [Line Items] | ||
Number of shares to be issued | 45,206 | 0 |
Value of shares to be issued | $ 238,997 | $ 0 |
Stock to be Issued at $6.50 and $2.50 [Member] | ||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued [Line Items] | ||
Number of shares to be issued | 140,000 | 0 |
Value of shares to be issued | $ 458,115 | $ 0 |
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued (Parentheticals) - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Stock to be Issued for Cash at $5.00 [Member] | ||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued (Parentheticals) [Line Items] | ||
Common stock to be issued, per share | $ 5.00 | |
Stock to be Issued for Cash at $10.00 [Member] | ||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued (Parentheticals) [Line Items] | ||
Common stock to be issued, per share | $ 10.00 | |
Minimum [Member] | Stock to be Issued at $8.50 and $3.49 [Member] | ||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued (Parentheticals) [Line Items] | ||
Common stock to be issued, per share | $ 8.50 | |
Minimum [Member] | Stock to be Issued at $6.50 and $2.50 [Member] | ||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued (Parentheticals) [Line Items] | ||
Common stock to be issued, per share | 6.50 | |
Maximum [Member] | Stock to be Issued at $8.50 and $3.49 [Member] | ||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued (Parentheticals) [Line Items] | ||
Common stock to be issued, per share | 3.49 | |
Maximum [Member] | Stock to be Issued at $6.50 and $2.50 [Member] | ||
NOTE 13 - COMMON STOCK TO BE ISSUED (Details) - Schedule of Common Stock to be Issued (Parentheticals) [Line Items] | ||
Common stock to be issued, per share | $ 2.50 |
NOTE 14- BASIC AND FULLY DILUTED LOSS PER SHARE (Details) - Schedule of Anti-Dilutive Common Stock Equivalents - shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock Equivalents Outstanding | 5,082,132 | 1,156,769 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock Equivalents Outstanding | 2,728 | 82,126 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock Equivalents Outstanding | 4,575,098 | 447,436 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock Equivalents Outstanding | 242,100 | 196,300 |
Stock to be issued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock Equivalents Outstanding | 260,206 | 6,000 |
Preferred Stock Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock Equivalents Outstanding | 2,000 | 302,000 |
Preferred Stock Dividends [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock Equivalents Outstanding | 0 | 122,907 |
NOTE 15 - OUTSTANDING WARRANTS (Details) |
1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 18, 2015
USD ($)
$ / shares
shares
|
Sep. 09, 2015
USD ($)
$ / shares
shares
|
Aug. 28, 2015
USD ($)
|
Aug. 10, 2015
USD ($)
$ / shares
shares
|
Jun. 19, 2015
USD ($)
$ / shares
shares
|
Mar. 23, 2015
USD ($)
$ / shares
shares
|
Mar. 06, 2015
USD ($)
$ / shares
shares
|
Feb. 06, 2015
USD ($)
$ / shares
shares
|
Oct. 01, 2014
USD ($)
$ / shares
shares
|
Sep. 16, 2014
USD ($)
$ / shares
shares
|
Sep. 30, 2014
USD ($)
$ / shares
|
Mar. 31, 2015
USD ($)
$ / shares
shares
|
Dec. 31, 2015
USD ($)
$ / shares
shares
|
Dec. 31, 2014
USD ($)
$ / shares
shares
|
Jun. 29, 2015
USD ($)
|
May. 11, 2015
USD ($)
|
|
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 121,144 | 4,000 | 600 | 4,256,522 | 245,139 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 3.125 | $ 5.00 | $ 5.00 | $ 20.00 | ||||||||||||
Warrants, Term of Warrants | 5 years | 4 years | 5 years | |||||||||||||
Warrants, Fair Value of Warrants, Granted (in Dollars) | $ | $ 83,673 | $ 114,757 | $ 0 | |||||||||||||
Debt Instrument, Term | 6 years | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 38.00% | 40.00% | 35.00% | |||||||||||||
Debt Instrument, Face Amount (in Dollars) | $ | $ 200,000 | $ 50,000 | $ 300,000 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 3,000 | 4,325,854 | ||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 15,000 | $ 0 | $ 40,500 | |||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 3,570,879 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | with three-year vesting, with 33% vesting on the one-year anniversary of the grant date, and the remainder vesting ratably over the next eight quarters | |||||||||||||||
Class of Warrant or Rights, Expired | 76,560 | 9,500 | ||||||||||||||
Number of Warrant Holders | 2 | |||||||||||||||
Class of Warrant or Rights, Exercised | 9,200 | |||||||||||||||
Proceeds from Warrant Exercises (in Dollars) | $ | $ 153,756 | $ 44,000 | ||||||||||||||
Proceeds from Issuance of Common Stock (in Dollars) | $ | 0 | $ 2,084,115 | ||||||||||||||
Warrant, Description | The remaining 2,400 shares of common stock will not be issued for a period of six months from the date of exercise at the request of the two warrant holders | |||||||||||||||
Number of Investors | 2 | |||||||||||||||
Proceeds from Issuance of Warrants (in Dollars) | $ | $ 16,500 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 707,115 | $ 60,000 | ||||||||||||||
Class of Warrant or Rights Exercisable | 4,435,098 | 312,336 | ||||||||||||||
(in Dollars per share) | $ / shares | $ 7.50 | |||||||||||||||
Consulting Agreement with Public Relations Services [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 6,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 11.00 | |||||||||||||||
Warrants, Term of Warrants | 5 years | |||||||||||||||
Warrants, Fair Value of Warrants, Granted (in Dollars) | $ | $ 52,639 | $ 17,453 | ||||||||||||||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 12 months | 6 months | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest in 12 equal monthly installments commencing June 15, 2015 | The warrants vest in tranches of 300 shares per qualifying event, all of which are outlined in the agreement. | ||||||||||||||
Warrants Exercisable at $10.00 [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 10.00 | |||||||||||||||
Class of Warrant or Rights, Expired | 4,800 | |||||||||||||||
Number of Warrant Holders | 7 | |||||||||||||||
Warrants Exercisable at $5.00 [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 145,167 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 5.00 | |||||||||||||||
Warrants, Term of Warrants | 5 years | |||||||||||||||
Warrants, Fair Value of Warrants, Granted (in Dollars) | $ | $ 42,231 | |||||||||||||||
Number of Consultants | 2 | |||||||||||||||
Class of Warrant or Rights Exercisable | 10,067 | |||||||||||||||
Warrants Issued with Private Placement [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 291,634 | 3 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 3.125 | |||||||||||||||
Warrants, Term of Warrants | 5 years | |||||||||||||||
Warrants, Fair Value of Warrants, Granted (in Dollars) | $ | $ 84,960 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 200 | |||||||||||||||
Warrants Issued for Up-Listing and Over-Allotment [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 3,468,992 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 3.125 | |||||||||||||||
Warrants, Term of Warrants | 5 years | |||||||||||||||
Warrants, Fair Value of Warrants, Granted (in Dollars) | $ | $ 0 | |||||||||||||||
Warrants Issued for Up-Listing [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 3,028,572 | |||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 440,420 | |||||||||||||||
Warrants Issued in Connection with Debt Conversion [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 89,364 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 3.125 | |||||||||||||||
Warrants, Term of Warrants | 5 years | |||||||||||||||
Debt Instrument, Term | 3 years | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 50.00% | |||||||||||||||
Number of Notes Payable | 8 | |||||||||||||||
Warrants Issued in Connection with Debt Conversion [Member] | Warrants Exercisable at $20.00 [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 1,300 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 20.00 | |||||||||||||||
Warrants, Term of Warrants | 4 years | |||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 65,000 | |||||||||||||||
Warrants Issued to Co-Underwriters [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 22,229 | |||||||||||||||
Equity Issued for Services [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 12,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 8.50 | |||||||||||||||
Warrants, Term of Warrants | 5 years | |||||||||||||||
Warrants, Fair Value of Warrants, Granted (in Dollars) | $ | $ 84,049 | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 32,833 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 707,115 | |||||||||||||||
Equity Issued for Services [Member] | Consulting Agreement with Public Relations Services [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 900 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 5.00 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 236,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 7.50 | |||||||||||||||
Warrants, Term of Warrants | 5 years | |||||||||||||||
Warrants, Fair Value of Warrants, Granted (in Dollars) | $ | $ 214,162 | |||||||||||||||
Debt Instrument, Face Amount (in Dollars) | $ | $ 1,795,000 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 659,573 | |||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 1,795,000 | |||||||||||||||
Private Placement Agent [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 28,320 | |||||||||||||||
Stock and Warrants Issued for Cash [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 87,573 | |||||||||||||||
Warrants, Term of Warrants | 4 years | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 424,862 | |||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 2,124,310 | |||||||||||||||
Proceeds from Issuance of Common Stock (in Dollars) | $ | 2,084,115 | |||||||||||||||
Payments of Stock Issuance Costs (in Dollars) | $ | $ 40,195 | |||||||||||||||
Warrant, Description | Normally, the warrant coverage is twenty percent of the number of shares of stock issued. This is true for all of the above warrants issued except for two warrants: one, involving an individual investment for $500,000 made in exchange for 100,000 shares of common stock and warrants to purchase 25,000 shares of common stock (or twenty-five percent warrant coverage), with an exercise price of $10.00 per share and an optional, cashless exercise feature; and two, an individual investment in shares of the Company’s common stock for $120,000 where no warrants were issued. | |||||||||||||||
Stock and Warrants Issued for Cash [Member] | Warrants Exercisable at $9.50 [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 68 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 9.50 | |||||||||||||||
Warrants, Term of Warrants | 4 years | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 338 | |||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 1,690 | |||||||||||||||
Stock and Warrants Issued for Cash [Member] | Warrants Exercisable at $19.00 [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 200 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 19.00 | |||||||||||||||
Warrants, Term of Warrants | 4 years | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,000 | |||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 5,000 | |||||||||||||||
Per Deposit [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 5,000 | |||||||||||||||
Number of Deposits | 3 | |||||||||||||||
Stock Issued for Exercise of Warrants [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 6,800 | |||||||||||||||
Class of Warrant or Rights, Exercised | 16,560 | |||||||||||||||
Proceeds from Warrant Exercises (in Dollars) | $ | $ 24,000 | $ 155,300 | $ 68,000 | |||||||||||||
Warrants Issued to Investors [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 3,300 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 660 | |||||||||||||||
Stock and Warrants Issued for Services [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Rights, Granted | 4,000 | 2,400 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 5.00 | $ 5.00 | ||||||||||||||
Warrants, Term of Warrants | 5 years | 4 years | ||||||||||||||
Warrants, Fair Value of Warrants, Granted (in Dollars) | $ | $ 83,673 | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 12,000 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 60,000 | |||||||||||||||
Accrued Liabilities, Current (in Dollars) | $ | 31,835 | |||||||||||||||
Prepaid Expense, Current (in Dollars) | $ | 28,165 | |||||||||||||||
Stock and Warrants Issued for Services [Member] | Services Performed [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | 31,835 | |||||||||||||||
Stock and Warrants Issued for Services [Member] | Services To Be Performed [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 28,165 | |||||||||||||||
Minimum [Member] | Stock and Warrants Issued for Cash [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 5.00 | |||||||||||||||
Minimum [Member] | Stock Issued for Exercise of Warrants [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 6.50 | |||||||||||||||
Maximum [Member] | Stock and Warrants Issued for Cash [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 22.50 | |||||||||||||||
Maximum [Member] | Stock Issued for Exercise of Warrants [Member] | ||||||||||||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 7.50 |
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Changes in Warrants - $ / shares |
3 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Nov. 18, 2015 |
Oct. 01, 2014 |
Mar. 31, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Schedule of Changes in Warrants [Abstract] | |||||
Shares Outstanding | 447,436 | 447,436 | 220,997 | ||
Shares Outstanding Weighted Average Exercise Price | $ 8.00 | $ 8.00 | $ 8.50 | ||
Shares Exercisable | 4,435,098 | 312,336 | |||
Shares Exercisable Weighted Average Exercise Price | $ 3.69 | $ 9.00 | |||
Warrants Granted | 121,144 | 4,000 | 600 | 4,256,522 | 245,139 |
Weighted Average Exercise Price, Warrants Granted | $ 3.47 | $ 7.50 | |||
Cancelled | (52,300) | ||||
Cancelled | $ 10.05 | ||||
Warrants Expired | (76,560) | (9,500) | |||
Weighted Average Exercise Price, Warrants Expired | $ 6.93 | $ 9.50 | |||
Exercised | (9,200) | ||||
Exercised | $ 7.50 | ||||
Shares Outstanding | 4,575,098 | 447,436 | |||
Shares Outstanding Weighted Average Exercise Price | $ 3.74 | $ 8.00 |
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range - $ / shares |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Dec. 31, 2015 |
Nov. 18, 2015 |
Mar. 31, 2015 |
Dec. 31, 2014 |
Oct. 01, 2014 |
Dec. 31, 2013 |
|
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Warrants, Exercise Prices | $ 20.00 | $ 3.125 | $ 5.00 | $ 5.00 | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 3.74 | $ 8.00 | $ 8.50 | |||
Warrants Outstanding, Weighted Average Number (in Shares) | 4,575,098 | 447,436 | 220,997 | |||
Warrants Exercisable (in Shares) | 4,435,098 | 312,336 | ||||
Warrants Exercisable, Weighted Average Exercise Price | $ 3.69 | $ 9.00 | ||||
Warrant Exercise Prices $3.13 - $5.00 [Member] | ||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Warrants Outstanding, Weighted Average Exercise Price | $ 3.13 | |||||
Warrants Outstanding, Weighted Average Number (in Shares) | 3,971,134 | |||||
Warrants Outstanding, Remaining Life | 4 years 292 days | |||||
Warrants Exercisable (in Shares) | 3,971,134 | |||||
Warrants Exercisable, Weighted Average Exercise Price | $ 3.16 | |||||
Warrant exercise price 5.00 [Member] | ||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Warrants, Exercise Prices | 5.00 | |||||
Warrants Outstanding, Weighted Average Exercise Price | $ 5.00 | |||||
Warrants Outstanding, Weighted Average Number (in Shares) | 238,352 | |||||
Warrants Outstanding, Remaining Life | 2 years 98 days | |||||
Warrants Exercisable (in Shares) | 102,352 | |||||
Warrants Exercisable, Weighted Average Exercise Price | $ 5.00 | |||||
Warrant Exercise Prices $6.50 - $9.50 [Member] | ||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Warrants Outstanding, Weighted Average Exercise Price | $ 7.55 | |||||
Warrants Outstanding, Weighted Average Number (in Shares) | 284,068 | |||||
Warrants Outstanding, Remaining Life | 4 years 189 days | |||||
Warrants Exercisable (in Shares) | 284,068 | |||||
Warrants Exercisable, Weighted Average Exercise Price | $ 7.55 | |||||
Warrants Exercise Price $10.00-$22.50 [Member] | ||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Warrants Outstanding, Weighted Average Exercise Price | $ 1,258 | |||||
Warrants Outstanding, Weighted Average Number (in Shares) | 81,544 | |||||
Warrants Outstanding, Remaining Life | 2 years 288 days | |||||
Warrants Exercisable (in Shares) | 77,544 | |||||
Warrants Exercisable, Weighted Average Exercise Price | $ 12.66 | |||||
Warrant Exercise Prices $3.13 - $22.50 [Member] | ||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Warrants Outstanding, Weighted Average Exercise Price | $ 3.70 | |||||
Warrants Outstanding, Weighted Average Number (in Shares) | 4,575,098 | |||||
Warrants Outstanding, Remaining Life | 4 years 226 days | |||||
Warrants Exercisable (in Shares) | 4,435,088 | |||||
Warrants Exercisable, Weighted Average Exercise Price | $ 3.65 | |||||
Minimum [Member] | Warrant Exercise Prices $3.13 - $5.00 [Member] | ||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Warrants, Exercise Prices | 3.13 | |||||
Minimum [Member] | Warrant Exercise Prices $6.50 - $9.50 [Member] | ||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Warrants, Exercise Prices | 6.50 | |||||
Minimum [Member] | Warrants Exercise Price $10.00-$22.50 [Member] | ||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Warrants, Exercise Prices | 10.00 | |||||
Minimum [Member] | Warrant Exercise Prices $3.13 - $22.50 [Member] | ||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Warrants, Exercise Prices | 3.13 | |||||
Maximum [Member] | Warrant Exercise Prices $3.13 - $5.00 [Member] | ||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Warrants, Exercise Prices | 5.00 | |||||
Maximum [Member] | Warrant Exercise Prices $6.50 - $9.50 [Member] | ||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Warrants, Exercise Prices | 9.50 | |||||
Maximum [Member] | Warrants Exercise Price $10.00-$22.50 [Member] | ||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Warrants, Exercise Prices | 22.50 | |||||
Maximum [Member] | Warrant Exercise Prices $3.13 - $22.50 [Member] | ||||||
NOTE 15 - OUTSTANDING WARRANTS (Details) - Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Line Items] | ||||||
Warrants, Exercise Prices | $ 22.50 |
NOTE 16 - EMPLOYEE OPTIONS (Details) |
1 Months Ended | 3 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|---|
Sep. 02, 2009
shares
|
Dec. 31, 2014
$ / shares
shares
|
Dec. 31, 2014
$ / shares
shares
|
Dec. 31, 2013
shares
|
Dec. 31, 2015
USD ($)
$ / shares
shares
|
Dec. 31, 2014
USD ($)
$ / shares
shares
|
|
NOTE 16 - EMPLOYEE OPTIONS (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 196,300 | 196,300 | 167,500 | 242,100 | 196,300 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 150,466 | 150,466 | 175,131 | 150,466 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 4.50 | $ 4.50 | $ 4.99 | $ 4.50 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 48,600 | 49,500 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ / shares | $ 4.02 | $ 13.50 | ||||
Number of Directors | 4 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Fair Value Grants in Period (in Dollars) | $ | $ 195,559 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | with three-year vesting, with 33% vesting on the one-year anniversary of the grant date, and the remainder vesting ratably over the next eight quarters | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Forfeiture Rate | 26.00% | 23.00% | ||||
Share-based Compensation (in Dollars) | $ | $ 182,114 | $ 147,097 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ | $ 425,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 146 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value (in Dollars) | $ | $ 0 | |||||
2009 Long Term Incentive Plan [Member] | ||||||
NOTE 16 - EMPLOYEE OPTIONS (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 200,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 200,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 242,100 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 175,131 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 4.99 | |||||
Share-based Compensation Award, Tranche Three [Member] | 2009 Long Term Incentive Plan [Member] | ||||||
NOTE 16 - EMPLOYEE OPTIONS (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
Share-based Compensation Award, Tranche One [Member] | 2009 Long Term Incentive Plan [Member] | ||||||
NOTE 16 - EMPLOYEE OPTIONS (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||||
Director [Member] | ||||||
NOTE 16 - EMPLOYEE OPTIONS (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,600 | |||||
Officer [Member] | ||||||
NOTE 16 - EMPLOYEE OPTIONS (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 40,000 | |||||
Non-Management Employee [Member] | ||||||
NOTE 16 - EMPLOYEE OPTIONS (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,000 |
NOTE 16 - EMPLOYEE OPTIONS (Details) - Summary of Stock Option Activity - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Summary of Stock Option Activity [Abstract] | ||
Outstanding at beginning of period (in Shares) | 196,300 | 167,500 |
Outstanding at beginning of period | $ 5.50 | $ 4.50 |
Granted (in Shares) | 48,600 | 49,500 |
Granted | $ 4.95 | $ 6.50 |
Exercised | $ 0.00 | $ 0.00 |
Exercised (in Shares) | 0 | 0 |
Forfeited/ Cancelled (in Shares) | (2,800) | (20,700) |
Forfeited/ Cancelled | $ 3.50 | $ 3.50 |
Outstanding at period end (in Shares) | 242,100 | 196,300 |
Outstanding at period end | $ 5.55 | $ 5.50 |
Outstanding at period end (in Dollars) | $ 3,268,799 | |
Outstanding at period end | 1 year 6 months | 1 year 6 months |
Options vested and exercisable at period end (in Shares) | 175,131 | 150,466 |
Options vested and exercisable at period end | $ 4.99 | $ 4.50 |
Options vested and exercisable at period end (in Dollars) | $ 0 | $ 2,708,396 |
Options vested and exercisable at period end | 0 years | 0 years |
Weighted average grant-date fair value of options granted during the period | $ 4.02 | $ 13.50 |
NOTE 16 - EMPLOYEE OPTIONS (Details) - Summary of Outstanding and Exercisable Options |
12 Months Ended |
---|---|
Dec. 31, 2015
$ / shares
shares
| |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding (in Shares) | shares | 242.100 |
Options Exercisable (in Shares) | shares | 175,131 |
Options, Range of Exercise Prices $0.00-4.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price, Lower Limit | $ 0.00 |
Exercise Price, Upper Limit | $ 4.00 |
Options Outstanding (in Shares) | shares | 90,000 |
Options Outstanding, Weighted Average Remaining Life | 7 years 47 days |
Options Outstanding, Weighted Average Exercise Price | $ 3.15 |
Options Exercisable (in Shares) | shares | 50,000 |
Options Exercisable, Weighted Average Exercise Price | $ 4.00 |
Options, Range of Exercise Prices $4.50-$21.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price, Lower Limit | 4.50 |
Exercise Price, Upper Limit | $ 21.00 |
Options Outstanding (in Shares) | shares | 146,300 |
Options Outstanding, Weighted Average Remaining Life | 6 years 186 days |
Options Outstanding, Weighted Average Exercise Price | $ 6.96 |
Options Exercisable (in Shares) | shares | 125,131 |
Options Exercisable, Weighted Average Exercise Price | $ 5.39 |
NOTE 16 - EMPLOYEE OPTIONS (Details) - Summary of Non-vested Shares - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Summary of Non-vested Shares [Abstract] | ||
Non-vested at January 1, 2015 | 45,834 | |
Non-vested at January 1, 2015 | $ 10.00 | |
Granted | 48,600 | 49,500 |
Granted | $ 4.95 | $ 6.50 |
Forfeited | (2,800) | (20,700) |
Forfeited | $ 3.73 | |
Vested | (24,665) | |
Vested | $ 8.73 | |
Non-vested | 66,969 | 45,834 |
Non-vested | $ 6.34 | $ 10.00 |
NOTE 16 - EMPLOYEE OPTIONS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
NOTE 16 - EMPLOYEE OPTIONS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Expected life | 10 years | 10 years |
Minimum [Member] | ||
NOTE 16 - EMPLOYEE OPTIONS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Risk-free interest rate | 1.93% | 2.07% |
Expected volatility | 118.00% | 120.00% |
Dividend yield | 0.00% | 0.00% |
Maximum [Member] | ||
NOTE 16 - EMPLOYEE OPTIONS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Risk-free interest rate | 2.32% | 3.00% |
Expected volatility | 122.00% | 123.00% |
NOTE 17 - COMMITMENTS AND CONTINGENCIES (Details) |
3 Months Ended | 12 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 21, 2015
USD ($)
$ / shares
shares
|
Nov. 18, 2015
shares
|
Sep. 01, 2015
USD ($)
|
Aug. 12, 2015
USD ($)
$ / shares
shares
|
Oct. 06, 2014
USD ($)
shares
|
Oct. 01, 2014
shares
|
Jul. 21, 2014
USD ($)
shares
|
Jun. 06, 2014
USD ($)
|
Mar. 31, 2015
shares
|
Dec. 31, 2015
USD ($)
ft²
shares
|
Dec. 31, 2014
USD ($)
shares
|
Aug. 28, 2015
USD ($)
|
Jun. 29, 2015
USD ($)
|
May. 11, 2015
USD ($)
|
|
NOTE 17 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 707,115 | $ 60,000 | ||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 121,144 | 4,000 | 600 | 4,256,522 | 245,139 | |||||||||
Operating Leases, Rent Expense | $ 126,571 | $ 116,525 | ||||||||||||
Debt Instrument, Face Amount | $ 200,000 | $ 50,000 | $ 300,000 | |||||||||||
City of Pharr, TX [Member] | ||||||||||||||
NOTE 17 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||
Other Commitments, Description | The contemplated transaction, including the EB-5 funding, was never completed following a change in the leadership of the City of Pharr which informed COPsync in 2015 that it would not be proceeding with the economic development arrangement. The Company has determined to repay the $475,000 advance/customer deposit by offsetting against it certain outstanding receivables due the Company from Pharr for COPsync Network service fees and out-of-pocket expenses incurred by the Company in connection with the contemplated EB-5 arrangement. | |||||||||||||
Debt Instrument, Face Amount | $ 850,000 | |||||||||||||
Debt Instrument, Description | due on the earlier of the eighteen-month anniversary of the loan or the receipt by the Company of $1.5 million in proceeds from an expected EB-5 funding arrangement the Company was pursuing | |||||||||||||
Customer Deposits, Current | $ 475,000 | |||||||||||||
Accounts Payable, Current | $ 187,539 | |||||||||||||
Dallas, Texas [Member] | Building [Member] | ||||||||||||||
NOTE 17 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 7,000 | |||||||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 63 months | |||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 7,641 | |||||||||||||
Lease, Annual Rental Increase, Percentage | 4.00% | |||||||||||||
New Braunfels, Texas [Member] | Building [Member] | ||||||||||||||
NOTE 17 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 2,500 | |||||||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 51 months | |||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 2,906 | |||||||||||||
Lease, Annual Rental Increase, Percentage | 7.00% | |||||||||||||
Purchase Commitment [Member] | ||||||||||||||
NOTE 17 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||
Other Commitments, Description | The payment terms for this purchase order required a 10% down-payment at the time of order placement, followed by payment terms of Net 30 days from invoice date once the units are delivered to finished goods inventory. | |||||||||||||
Purchase Commitment, Amount | $ 433,000 | |||||||||||||
Purchase Commitment, Remaining Minimum Amount Committed | $ 78,000 | |||||||||||||
Consulting Agreement #1 [Member] | ||||||||||||||
NOTE 17 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||
Stock Payable (in Shares) | shares | 100,000 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 25,000 | |||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 2.61 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 62,250 | |||||||||||||
Consulting Agreement #1 [Member] | Shares Per Quarter [Member] | ||||||||||||||
NOTE 17 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||
Stock Payable (in Shares) | shares | 25,000 | |||||||||||||
Consulting Agreement #2 [Member] | ||||||||||||||
NOTE 17 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||
Stock Payable (in Shares) | shares | 20,000 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 2,000 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 17,000 | |||||||||||||
Monthly Commitment, Amount | $ 4,500 | |||||||||||||
Share Price (in Dollars per share) | $ / shares | $ 8.50 | |||||||||||||
Consulting Agreement #3 [Member] | ||||||||||||||
NOTE 17 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||
Monthly Commitment, Amount | $ 7,500 | |||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 300,000 | |||||||||||||
Other Commitments, Description | In 2015, the monthly payment was increased to $15,000 for business development purposes as well as corporate advisory services. | |||||||||||||
Consulting Agreement #4 [Member] | ||||||||||||||
NOTE 17 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 47,500 | |||||||||||||
Monthly Commitment, Amount | $ 5,000 |
NOTE 17 - COMMITMENTS AND CONTINGENCIES (Details) - Schedule of Future Minimum Rental Payments for Operating Leases |
Dec. 31, 2015
USD ($)
|
---|---|
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract] | |
Operating Lease Obligations | $ 652,525 |
Operating Lease Obligations | 169,843 |
Operating Lease Obligations | 275,500 |
Operating Lease Obligations | 207,182 |
Operating Lease Obligations | $ 0 |
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) |
1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 10, 2015
USD ($)
|
Nov. 18, 2015
$ / shares
shares
|
Oct. 31, 2015 |
Sep. 01, 2015
USD ($)
|
Aug. 28, 2015
USD ($)
|
Jun. 29, 2015
USD ($)
|
Jun. 11, 2015
USD ($)
|
May. 11, 2015
USD ($)
|
Dec. 22, 2014
USD ($)
|
Oct. 01, 2014
$ / shares
shares
|
Jul. 11, 2014
USD ($)
|
Feb. 28, 2014
USD ($)
|
Nov. 30, 2015
$ / shares
shares
|
Oct. 31, 2015
shares
|
Sep. 30, 2015
$ / shares
shares
|
Nov. 30, 2013
USD ($)
$ / shares
|
Dec. 31, 2012
USD ($)
$ / shares
|
Mar. 31, 2015
$ / shares
shares
|
Dec. 31, 2014
USD ($)
|
Dec. 31, 2015
USD ($)
$ / shares
shares
|
Dec. 31, 2014
USD ($)
shares
|
Dec. 31, 2013 |
Aug. 31, 2013
USD ($)
$ / shares
|
|
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 3.125 | $ 5.00 | $ 5.00 | $ 20.00 | |||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 121,144 | 4,000 | 600 | 4,256,522 | 245,139 | ||||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | $ 50,000 | $ 300,000 | ||||||||||||||||||||
Debt Instrument, Term | 6 years | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 38.00% | 40.00% | 35.00% | ||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 29, 2015 | Nov. 06, 2015 | |||||||||||||||||||||
Capital Lease Obligations, Current | $ 7,632 | $ 9,010 | $ 7,632 | ||||||||||||||||||||
Repayments of Notes Payable | 808,226 | $ 180,229 | |||||||||||||||||||||
Class of Warrant or Rights, Exercised (in Shares) | shares | 9,200 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 43,097 | ||||||||||||||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||||||||||||
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 60,000 | $ 60,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 11, 2015 | Apr. 11, 2015 | |||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 7,027.99 | $ 7,028 | |||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | 30,375 | ||||||||||||||||||||||
Automobiles [Member] | Capital Lease Arrangement [Member] | |||||||||||||||||||||||
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 873 | ||||||||||||||||||||||
Capital Lease Obligations | $ 35,098 | ||||||||||||||||||||||
Capital Leased Assets, Gross | 35,098 | 26,324 | $ 35,098 | ||||||||||||||||||||
Capital Lease Obligations, Current | 28,128 | ||||||||||||||||||||||
Automobiles [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 49,503 | $ 49,503 | |||||||||||||||||||||
Debt Instrument, Term | 5 years | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | 4.00% | |||||||||||||||||||||
Repayments of Notes Payable | $ 145,863 | ||||||||||||||||||||||
Number of Notes Payable | 3 | ||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 6.25 | ||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | shares | 23,750 | ||||||||||||||||||||||
Preferred Stock, Dividend Payment Terms | Series B Preferred Stock in cash within 30 days of listing on the NASDAQ | ||||||||||||||||||||||
Dividends, Preferred Stock, Cash | $ 202,324 | ||||||||||||||||||||||
Director [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | ||||||||||||||||||||||
Debt Instrument, Term | 90 days | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 8.00% | 7.00% | ||||||||||||||||||||
Debt Instrument, Payment Terms | payment due within 30 days of the Company’s common stock commencing trading on the NASDAQ Capital Market | ||||||||||||||||||||||
Director [Member] | Equipment [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 322,305 | $ 313,477 | |||||||||||||||||||||
Debt Instrument, Term | 48 months | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 16.00% | ||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 5,465 | ||||||||||||||||||||||
Number of Notes Payable | 2 | ||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | May 2014 | ||||||||||||||||||||||
Debt Instrument, Collateral | collateralized by the third-party equipment being procured | ||||||||||||||||||||||
Rental Agreement, Buy-out Amount | 65,576 | ||||||||||||||||||||||
Repayments of Related Party Debt | $ 60,000 | ||||||||||||||||||||||
Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 10.00 | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 25,000 | ||||||||||||||||||||||
Debt Instrument, Term | 60 days | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2016 | ||||||||||||||||||||||
Repayments of Notes Payable | $ 17,500 | ||||||||||||||||||||||
Notes Payable, Related Parties | $ 7,500 | $ 7,500 | |||||||||||||||||||||
Class of Warrant or Rights, Exercised (in Shares) | shares | 2,000 | ||||||||||||||||||||||
Chief Executive Officer [Member] | Notes Payable, Other Payables [Member] | Debt Issued December 2012 [Member] | |||||||||||||||||||||||
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 120,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||||||
Chief Executive Officer [Member] | Convertible Notes Payable [Member] | Debt Issued August 2013 [Member] | |||||||||||||||||||||||
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 40,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 5.00 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 8,000 | ||||||||||||||||||||||
Chief Executive Officer [Member] | Convertible Notes Payable [Member] | Debt Issued December 2012 [Member] | |||||||||||||||||||||||
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 120,534 | ||||||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 14, 2014 | ||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 5.00 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 24,107 | ||||||||||||||||||||||
Immediate Family Member of Management or Principal Owner [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 60,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||||||
Immediate Family Member of Management or Principal Owner [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||
NOTE 18 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 60,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2014 | ||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 5.00 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 12,000 |
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