Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Jun. 30, 2014 | Mar. 26, 2014 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'GLOBAL DIGITAL SOLUTIONS INC | ' | ' |
Entity Central Index Key | '0001011662 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | $47,355,630 | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 99,524,117 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash and cash equivalents | $509,224 | $385,141 |
Notes receivable | 1,465,874 | ' |
Prepaid expenses | 122,056 | ' |
Total current assets | 2,097,154 | 385,141 |
Assets of discontinued operations | ' | 395,133 |
Deposits | 198 | ' |
Total assets | 2,097,352 | 780,274 |
Current Liabilities | ' | ' |
Accounts payable | 166,256 | 155 |
Accrued expenses | 165,537 | 191,344 |
Convertible notes payable | 529,309 | 504,309 |
Notes payable | 25,000 | 117,600 |
Total current liabilities | 886,102 | 813,408 |
Liabilities of discontinued operations | ' | 33,974 |
Total Liabilities | 886,102 | 847,382 |
Commitments and Contingencies | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding | ' | ' |
Common stock, $0.001 par value, 175,000,000 shares authorized, 93,024,117 and 52,263,451 shares issued and outstanding | 93,025 | 52,264 |
Additional paid-in capital | 17,976,600 | 7,326,336 |
Accumulated deficit | -16,858,375 | -7,561,122 |
Total Global Digital Solutions, Inc. stockholders' equity (deficit) | 1,211,250 | -182,522 |
Noncontrolling interest | ' | 115,414 |
Total stockholders' equity (deficit) | 1,211,250 | -67,108 |
Total liabilities and stockholders' equity | $2,097,352 | $780,274 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 175,000,000 | 175,000,000 |
Common stock, shares issued | 93,024,117 | 52,263,451 |
Common stock, shares outstanding | 93,024,117 | 52,263,451 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ' | ' |
Revenue | ' | ' |
Cost of revenue | ' | 300 |
Gross profit (loss) | ' | -300 |
Operating expenses | ' | ' |
Selling, general and administrative expenses | 8,384,247 | 301,284 |
Other (income)/expense | ' | ' |
Gain on extinguishment of debt | -31,712 | ' |
Interest income | -59,701 | ' |
Interest expense | 733,198 | 10,000 |
Other income | ' | -600 |
Total costs and expenses | 9,026,032 | 310,684 |
Loss from continuing operations before provision for income taxes | -9,026,032 | -310,984 |
Provision for income taxes | ' | ' |
Loss from continuing operations | -9,026,032 | -310,984 |
Loss from discontinued operations | -271,221 | -208,922 |
Net loss | -9,297,253 | -519,906 |
Loss attributable to the noncontrolling interest | 0 | -28,815 |
Net loss attributable to Global Digital Solutions, Inc. | ($9,297,253) | ($491,091) |
Loss per common share attributable to Global Digital Solutions, Inc. common stockholders - basic and diluted: | ' | ' |
Loss from continuing operations | ($0.12) | ($0.01) |
Loss from discontinued operations | ' | ' |
Loss attributable to the noncontrolling interest | ' | ' |
Net loss | ($0.12) | ($0.01) |
Shares used in computing net loss per share: | ' | ' |
Basic and diluted | 74,484,164 | 45,302,055 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholder's Equity (Deficit) (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
Beginning Balance at Dec. 31, 2011 | ' | $1,000 | $33,111 | $5,045,429 | ($7,100,022) | ' |
Beginning Balance, Shares at Dec. 31, 2011 | ' | 1,000,000 | 33,111,054 | ' | ' | ' |
Shares issued for Bronco acquisition | 150,116 | ' | 4,289 | 145,827 | ' | ' |
Shares issued for Bronco acquisition, Shares | ' | ' | 4,289,029 | ' | ' | ' |
Assumption of Bronco's assets | 324,336 | ' | ' | 1,009,657 | -685,321 | ' |
Assumption of Bronco's equity | ' | ' | ' | -859,541 | 715,312 | 144,229 |
Private placements of common stock | 150,000 | ' | 1,667 | 148,333 | ' | ' |
Private placements of common stock, Shares | ' | ' | 1,666,667 | ' | ' | ' |
Common stock issued for conversion of debt | 1,422,328 | ' | 11,547 | 1,410,781 | ' | ' |
Common stock issued for conversion of debt, Shares | ' | ' | 11,546,701 | ' | ' | ' |
Common stock issued for rent | 13,500 | ' | 150 | 13,350 | ' | ' |
Common stock issued for rent, Shares | ' | ' | 150,000 | ' | ' | ' |
Common stock issued for services | 53,000 | ' | 1,000 | 52,000 | ' | ' |
Common stock issued for services, Shares | ' | ' | 1,000,000 | ' | ' | ' |
Warrants issued | 360,000 | ' | ' | 360,000 | ' | ' |
Conversion of preferred stock to common stock | ' | -1,000 | 500 | 500 | ' | ' |
Conversion of preferred stock to common stock, Shares | ' | -1,000,000 | 500,000 | ' | ' | ' |
Shares or warrants issued for services | 66,500 | ' | ' | ' | ' | ' |
Sale of common stock | 150,000 | ' | ' | ' | ' | ' |
Net loss | -519,906 | ' | ' | ' | -491,091 | -28,815 |
Ending Balance at Dec. 31, 2012 | -67,108 | ' | 52,264 | 7,326,336 | -7,561,122 | 115,414 |
Ending Balance, Shares at Dec. 31, 2012 | ' | ' | 52,263,451 | ' | ' | ' |
Common stock issued for conversion of debt | 750,000 | ' | 3,000 | 747,000 | ' | ' |
Common stock issued for conversion of debt, Shares | ' | ' | 3,000,000 | ' | ' | ' |
Loss on disposal of discontinued operations | -115,414 | ' | ' | ' | ' | -115,414 |
Stock-based compensation expense | 5,818,208 | ' | 26,000 | 5,792,208 | ' | ' |
Stock-based compensation expense, Shares | ' | ' | 26,000,000 | ' | ' | ' |
Shares or warrants issued for services | 1,080,230 | ' | 1,877 | 1,078,353 | ' | ' |
Shares or warrants issued for services, Shares | ' | ' | 1,876,666 | ' | ' | ' |
Sale of common stock | 1,966,100 | ' | 5,634 | 1,960,466 | ' | ' |
Sale of common stock, Shares | ' | ' | 5,634,000 | ' | ' | ' |
Issuance of warrant included in the convertible debt | 776,487 | ' | ' | 776,487 | ' | ' |
Common stock issued upon exercise of warrants | 425,000 | ' | 4,250 | 420,750 | ' | ' |
Common stock issued upon exercise of warrants, Shares | ' | ' | 4,250,000 | ' | ' | ' |
Stock subscription receivable | -125,000 | ' | ' | -125,000 | ' | ' |
Net loss | -9,297,253 | ' | ' | ' | -9,297,253 | ' |
Ending Balance at Dec. 31, 2013 | $1,211,250 | ' | $93,025 | $17,976,600 | ($16,858,375) | ' |
Ending Balance, Shares at Dec. 31, 2013 | ' | ' | 93,024,117 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Activities | ' | ' |
Net loss | ($9,297,253) | ($519,906) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Stock- based compensation expense | 5,158,208 | ' |
Debt guaranty settled by issuing common stock | 660,000 | ' |
Common stock and warrants issued in payment of services | 1,080,230 | 66,500 |
Amortization of debt discount warrant expense | 1,126,487 | 10,000 |
Changes in operating assets and liabilities: | ' | ' |
Prepaid expenses | -122,056 | ' |
Accounts payable | 166,101 | -26,858 |
Accrued expenses | -807 | 141,343 |
Cash provided by discontinued operations | 245,745 | 113,294 |
Net cash used in operating activities | -983,345 | -215,627 |
Investing Activities | ' | ' |
Loans to Airtronic USA, Inc. | -1,465,874 | ' |
Deposits | -198 | ' |
Net cash used in investing activities | -1,466,072 | ' |
Financing Activities | ' | ' |
Proceeds from the sale of common stock | 1,966,100 | 150,000 |
Proceeds from the exercise of warrants | 300,000 | ' |
Proceeds from short-term debt | 374,900 | 572,600 |
Payments on short-term debt | -67,500 | -122,500 |
Net cash provided by financing activities | 2,573,500 | 600,100 |
Net increase in cash and cash equivalents | 124,083 | 384,473 |
Cash and cash equivalents at beginning of year | 385,141 | ' |
Cash and cash equivalents at end of period | 509,224 | 385,141 |
Cash paid during the year for: | ' | ' |
Interest | ' | ' |
Taxes | ' | ' |
Supplementary disclosure of non-cash investing and financing activities | ' | ' |
Purchase of Bronco with common shares | ' | 150,116 |
Debt settled with shares of common stock | $750,000 | $1,422,328 |
Organization_Liquidity_and_Sum
Organization, Liquidity and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Liquidity and Summary of Significant Accounting Policies [Abstract] | ' |
Organization, Liquidity and Summary of Significant Accounting Policies | ' |
Note 1 – Organization, Liquidity and Summary of Significant Accounting Policies | |
Organization and History | |
Effective as of March 23, 2004, Creative Beauty Supply, Inc., ("Creative"), a New Jersey corporation that was incorporated on August 28, 1995, acquired Global Digital Solutions, Inc., a Delaware corporation ("Global”). The merger was treated as a recapitalization of Global. Creative changed its name to Global Digital Solutions, Inc. (“We” or the “Company). The Company disposed of its pre-merger assets and liabilities and succeeded to the business of Global. Although Creative was the legal acquiror, Global became the accounting acquiror of the Company for financial statement purposes. On January 8, 2004, Global acquired Pacific ComTel, Inc., a company that provided structured cabling design, installation and maintenance for leading information technology companies, federal, state and local government, major businesses, educational institutions, and telecommunication companies. | |
Our mission was to target the United States government contract marketplace for audio and video services. The U.S. government and commercial marketplaces have budgeted over the long term to upgrade existing telephony, computer, and outsourcing systems across the spectrum of communications, security, and services marketplace segments. Due to significant capital constraints, we wound down the majority of our operations in June of 2005, but continued to operate a small operations team in Northern California. | |
We changed our fiscal year end from June 30 to December 31 in June, 2009. | |
On January 1, 2012, we acquired a 51% stake in Bronco Communications, LLC (“Bronco”), a Nevada-California regional telecommunications subcontractor located in Folsom, California. See Note 11. On May 1, 2012, with the support of our major shareholders, we made the decision to wind down and discontinue our operations in the telecommunications area, including the operations of Bronco, and refocus our efforts in the area of small arms manufacturing, knowledge-based and culturally attuned social consulting and security-related solutions in unsettled areas. We continued to operate Bronco through December 31, 2012, although we reflected its results of operations as discontinued operations in the accompanying financial statements. On January 1, 2013 we disposed of our interest in Bronco and no longer hold any interest in Bronco Communications. | |
In December 2012 we incorporated GDSI Florida LLC, and in January 2013 we incorporated Global Digital Solutions, LLC, both Florida limited liability companies. In November 2013, we incorporated GDSI Acquisition Corporation, a Delaware corporation. | |
Liquidity | |
We have sustained losses and experienced negative cash flows from operations since inception. At December 31, 2013, we had cash and cash equivalents of $509,224, working capital of $1,211,052 and an accumulated deficit of ($16,858,375). These factors raise substantial doubt about our ability to continue to operate in the normal course of business. We have funded our activities to date almost exclusively from equity and debt financings. | |
We will continue to require substantial funds to continue development of our core business. Management’s plans in order to meet our operating cash flow requirements include (i) financing activities such as private placements of common stock, and issuances of debt and convertible debt instruments and (ii) the establishment of strategic relationships which we expect will lead to the generation of additional revenue or acquisition opportunities, and (iii) the acquisition of businesses in the areas of small arms manufacturing, military and law enforcement supplies, product technology and development services in various industries, including military, aerospace, alternative energy and aviation, and knowledge-based and culturally attuned social consulting and security-related solutions in unsettled areas. | |
While we believe that we will be successful in obtaining the necessary financing to fund our operations, there are no assurances that such additional funding will be achieved or that we will succeed in our future operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. | |
The Company’s accountants have expressed substantial doubt about our ability to continue as a going concern as a result of our history of net losses. The Company’s ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully execute the plans to pursue pending acquisitions and raise the funds necessary to complete such acquisitions as described in this Form 10-K. The outcome of these matters cannot be predicted at this time. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue its business. | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | |
The consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries and our majority-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Results of operations of Bronco are included in discontinued operations in our 2012 consolidated financial statements. | |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with accounting principles generally acceptable (“GAAP”) in the United States of America (“U.S.”) requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, fair values of financial instruments, useful lives of property and equipment, income taxes, and contingent liabilities, among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. | |
Non-Controlling Interest | |
The Company owned 51% of the outstanding stock of Bronco at December 31, 2012 and disposed of this interest effective January 1, 2013. The financial information related to Bronco was consolidated into our financial statements in 2012, which included an accounting for non-controlling interest of the 49% not owned by us. | |
Cash and Cash Equivalents | |
We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. | |
Accounts Receivable | |
We record accounts receivable at the invoiced amount and we do not charge interest. We maintain an allowance for doubtful accounts to reserve for potentially uncollectible receivables. We review the accounts receivable by amounts due by customers which are past due to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, we make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. | |
Long-lived Assets | |
We review our long-lived assets, including property and equipment, for impairment at least annually or 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. | |
Goodwill | |
Goodwill and indefinite-lived intangible assets are not amortized. Rather, they are tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Contracts in place, is the only intangible asset with an indefinite life on our consolidated balance sheets. We have elected December 31 as the date to perform our annual impairment test. | |
Goodwill is included in the accompanying financial statements as a component of Assets of Discontinued Operations because we never realized the benefits of the acquired Goodwill. | |
Fair Value Measurements | |
The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and short-term debt approximate fair value due to their relatively short maturities. | |
Debt Issued with Warrants | |
We account for the issuance of debt and related warrants by allocating the debt proceeds between the debt and warrants based on the relative estimated fair values of the debt security without regard for the warrants and the estimated fair value of the warrants themselves. The amount allocated to the warrants would then be reflected as both an increase to equity, and as a debt discount that would be amortized over the term of the debt. However, in circumstances where warrants must be accounted for as a liability, the full estimated fair value of the warrants is established as both a liability and a debt discount. In some cases, if the value of the warrants is greater than the principal amount received, an immediate interest expense charge is recorded for the excess. | |
In accounting for convertible debt instruments, the proceeds from issuance of the convertible notes are first allocated between the convertible notes and the warrants. If the amount allocated to convertible notes results in an effective per share conversion price less than the fair value of our common stock on the date of issuance, the intrinsic value of this beneficial conversion feature is recorded as a further discount to the convertible debt with a corresponding increase to additional paid in capital. | |
Revenue Recognition | |
We follow the revenue recognition guidance in the Revenue Recognition Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC” or “Codification”). We recognize product revenue at the time product is shipped and title has transferred, provided that a purchase order has been received or a contract has been executed, there are no uncertainties regarding customer acceptance, the sales price is fixed and determinable and collectability is deemed probable. If uncertainties regarding customer acceptance exist, revenue is recognized when such uncertainties are resolved. There are no significant post-contract support obligations at the time of revenue recognition. Our accounting policy regarding vendor and post contract support obligations is based on the terms of the customers’ contracts and is billable upon occurrence of the post-sale support. Costs of products sold and services provided are recorded as the related revenue is recognized. Revenue is recognized at the time services or goods are provided, and revenue from short-term rentals is recognized over the rental period which typically ranges from two to four weeks. It is our policy to record contract losses in their entirety in the period in which such losses are foreseeable. | |
Provision for Income Taxes | |
Income taxes are calculated based upon the asset and liability method of accounting. Deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard to allow for recognition of such an asset. In addition, realization of an uncertain income tax position must be estimated as “more likely than not” (i.e., greater than 50% likelihood of receiving a benefit) before it can be recognized in the financial statements. Further, the recognition of tax benefits recorded in the financial statements, if any, is based on the amount most likely to be realized assuming a review by tax authorities having all relevant information. | |
Basic and Fully Diluted Loss Per Share | |
Basic and diluted loss per common share is computed by dividing the loss by the weighted average number of common shares outstanding for the period. Since we have incurred losses attributable to common stockholders during each of the two years ended December 31, 2013 and 2012, diluted loss per common share has not been computed by giving effect to all potentially dilutive common shares that were outstanding during the period. Dilutive common shares consist of convertible preferred stock and incremental shares issuable upon exercise of warrants to the extent that the average fair value of our common stock for each period is greater than the exercise price of the warrants. | |
Stock Based Compensation | |
We adopted the fair value recognition provisions of ASC 718, "Compensation – Stock Compensation”. Under the fair value recognition provisions, we are required to measure the cost of employee services received in exchange for share-based compensation measured at the grant date fair value of the award. Compensation expense is recorded for all share-based awards granted to either non-employees, or employees and directors on or after January 1, 2013 | |
We account for the issuance of equity instruments (including warrants) to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable. | |
Subsequent Events | |
We evaluate events that occur subsequent to the balance sheet date of periodic reports, but before financial statements are issued for periods ending on such balance sheet dates, for possible adjustment to such financial statements or other disclosure. | |
Application of New or Revised Accounting Standards | |
On April 5, 2012, the Jump-Start Our Business Startups Act (the JOBS Act) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an "emerging growth company." As an emerging growth company the Company has elected to not take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards, and as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. | |
Recent Accounting Pronouncements | |
From time to time, the FASB or other standards setting bodies will issue new accounting pronouncements. Updates to the Codification are communicated through issuance of an Accounting Standards Update (“ASU”). | |
In February 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2013-04, Liabilities (Topic 405), which provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. ASU 2013-04 is effective for fiscal years beginning after December 15, 2013, which is effective for the Company’s first quarter of fiscal year 2015. We do not believe the adoption of ASU 2013-04 will have a material effect on the Company’s consolidated financial statements. | |
In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-02 requires disclosure of the amounts reclassified out of each component of accumulated other comprehensive income and into net earnings during the reporting period and is effective for reporting periods beginning after December 15, 2012. We do not believe the adoption of ASU 2013−02 in the first quarter of fiscal year 2014 will have a material impact on the measurement of net earnings or other comprehensive income. | |
In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities and in January 2013, the FASB issued ASU 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU 2011-11, as clarified, enhances disclosures surrounding offsetting (netting) assets and liabilities. The clarified standard applies to derivatives, repurchase agreements and securities lending transactions and requires companies to disclose gross and net information about financial instruments and derivatives eligible for offset and to disclose financial instruments and derivatives subject to master netting arrangements in financial statements. The clarified standard did not have a material effect on our financial position or results of operations. | |
In October 2012, the FASB issued ASU 2012-04, Technical Corrections and Improvements, which makes certain technical corrections (i.e., relatively minor corrections and clarifications) and “conforming fair value amendments” to the FASB Accounting Standards Codification (the “Codification”). The corrections and improvements include technical corrections based on feedback on the Codification and conforming amendments primarily related to fair value in areas outside of ASC 820. The amendments affect various Codification topics and apply to all reporting entities within the scope of those topics and became effective for the Company on December 20, 2012. The adoption of ASU 2012-04 did not have a material effect on our financial position or results of operations. | |
In July 2012, the FASB issued ASU 2012−02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The revised standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. It allows companies to perform a “qualitative” assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the goodwill impairment test. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of ASU 2012-02 did not have a material effect on our financial position or results of operations. | |
In December 2011, the FASB issued ASU 2011−12, Comprehensive Income. The amendments in ASU 2011-12 supersede certain pending paragraphs in ASU 2011−05, Presentation of Comprehensive Income to effectively defer only those changes in ASU 2011−05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements became effective in the first quarter of fiscal 2013. The adoption of ASU 2011−12 did not impact the measurement of net earnings or other comprehensive income. |
Financial_Instruments
Financial Instruments | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Financial Instruments [Abstract] | ' | ||||||||
Financial Instruments | ' | ||||||||
Note 2 – Financial Instruments | |||||||||
Cash and Cash Equivalents | |||||||||
Our cash and cash equivalents, at December 31, 2013 and 2012, consisted of the following: | |||||||||
2013 | 2012 | ||||||||
Cash in bank | $ | 509,224 | $ | 385,141 | |||||
Cash and cash equivalents | $ | 509,224 | $ | 385,141 | |||||
We classify highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. We maintain cash balances at various financial institutions. Balances at US banks are insured by the Federal Deposit Insurance Corporation up to $250,000. We have not experienced any losses in such accounts and believe it is not exposed to any significant risk for cash on deposit. As of December 31, 2013 and 2012, we had uninsured cash amounts. We maintained this balance with a high quality financial institution, which we believe limits this risk. | |||||||||
Concentrations of Credit Risk | |||||||||
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and accounts receivable. | |||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2013 | |
Fair Value Measurements [Abstract] | ' |
Fair Value Measurements | ' |
Note 3 – Fair Value Measurements | |
Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable: | |
Level 1 – Quoted prices for identical instruments in active markets. | |
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable directly or indirectly. | |
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs are unobservable. | |
We had no Level 1, Level 2 or Level 3 assets or liabilities at December 31, 2013, or 2012. |
Acquisition_of_Airtronic_and_N
Acquisition of Airtronic and Notes Receivable from Airtronic | 12 Months Ended |
Dec. 31, 2013 | |
Acquisitions [Abstract] | ' |
Acquisition of Airtronic and Notes Receivable from Airtronic | ' |
Note 4 – Acquisition of Airtronic and Notes Receivable from Airtronic | |
On October 22, 2012, we entered into an Agreement of Merger and Plan of Reorganization (“Merger Agreement”) to acquire 70% of Airtronic USA, Inc. (“Airtronic”), a debtor in possession under chapter 11 of the Bankruptcy Code in a case pending in the US Bankruptcy Court for the Northern District of Illinois, Eastern Division (the “Court”) once Airtronic successfully reorganized and emerged from bankruptcy, (the “Merger”). | |
Contemporaneously, on October 22, 2012, we entered into a Debtor In Possession Note Purchase Agreement (“Bridge Loan”) with Airtronic. We agreed to lend Airtronic up to a maximum of $2,000,000, with an initial advance of $750,000 evidenced by an 8¼% Secured Promissory Note with an original principal amount of $750,000 made by Airtronic in favor of the Company (the “Original Note”) and a Security Agreement securing all of Airtronic’s assets. As of December 31, 2012 we had not advanced any funds to Airtronic under the Bridge Loan and Original Note. The Original Note bears interest at 8¼% per annum, is secured by all of Airtronic’s assets and, unless an event of default shall have previously occurred and be continuing, the full amount of principal and accrued interest under the note shall be due and payable on the consummation of Airtronic’s plan of reorganization. In March 2013, the Company and Airtronic amended the Bridge Loan to provide for a maximum advance of up to $700,000 in accordance with draws submitted by Airtronic and approved by the Company in accordance with the budget set forth in the amendment. On June 26, 2013, we agreed to a second modification of the Bridge Loan agreement with Airtronic, and agreed to loan Airtronic up to an additional $550,000 under the Bridge Loan. On August 5, 2013, we entered into the Second Bridge Loan Modification and Ratification Agreement, a new 8¼% secured promissory note for $550,000 (the “Second Note”), and a Security Agreement with the CEO of Airtronic, securing certain intellectual property for patent-pending applications and trademarks that were registered in her name. On October 10, 2013 we agreed to a third modification of the Bridge Loan Agreement with Airtronic, and agreed to loan Airtronic up to an additional $200,000 under the Bridge Loan. On October 10, 2013, we entered into the Third Bridge Loan Modification and Ratification Agreement, and a new 8¼% secured promissory note for $200,000 (the “Third Note”). | |
On October 2, 2013, Airtronic’s amended plan of reorganization (the “Plan”) was confirmed by the Court, but the Plan was never substantially consummated and has now been terminated. Under the express terms of the Plan, Airtronic needed to close the Merger with the Company within 60 days following the confirmation date, i.e. on or before December 2, 2013 to obtain the funds necessary to pay its creditors in accordance with the Plan. Nevertheless, Airtronic refused to close the Merger with the Company on or before December 2, 2013 and as a result the Plan terminated and the reorganized Airtronic re-vested in the bankruptcy estate of Airtronic as debtor in possession. | |
On December 5, 2013, the Company filed a motion with the Court to declare the Original Note, the Second Note and the Third Note to be in default. A supplemental motion was filed with the Court on January 6, 2014. On February 23, 2014, Airtronic filed a modified plan of reorganization (“Modified Plan”) that provides, among other things, for the full repayment of the Original Note, the Second Note and the Third Note together with all accrued interest thereon, subject to confirmation of the Modified Plan. On March 3, 2014, a creditor of Airtronic, Airtronic Acquisition, LLC, filed their proposed plan of reorganization (“The AAC Plan”). The AAC Plan also provides, among other things, for the full repayment of the Original Note, the Second Note and the Third Note together with all accrued interest thereon, subject to confirmation of the AAC Plan. On March 26, 2014, the Court approved an order fixing the time for filing, acceptance or rejection of the proposed plans of reorganization, and set April 28, 2014 as the date for the hearing to confirm either the Modified Plan or the AAC Plan. The Company is not able to predict the likelihood of confirmation of either the Modified Plan or the AAC Plan or of any other transaction involving Airtronic. |
Notes_Payable
Notes Payable | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Notes Payable [Abstract] | ' | |||||||||||||||||||
Notes Payable | ' | |||||||||||||||||||
Note 5 – Notes Payable | ||||||||||||||||||||
Convertible Notes Payable | ||||||||||||||||||||
Convertible notes payable at December 31, 2013 and December 31, 2012 consisted of the following: | ||||||||||||||||||||
Type | Collateral | Interest Rate | Monthly Payment | Maturity | 2013 | 2012 | ||||||||||||||
(If any) | ||||||||||||||||||||
Laurus Master Fund | None | 5 | % | $ | - | 13-May | $ | 529,309 | $ | 504,309 | ||||||||||
Throughout 2004, we issued convertible notes payable and received total proceeds of $1,926,637 from unrelated individuals and an institution. In September 2012 $1,422,328 of the notes were converted into shares of our common stock at a conversion rate of $0.50 per share. The other convertible note, totaling $504,309, held by an institution, is non interest bearing, and is convertible at a fixed conversion price equal to our share’s average trading closing share price for the ten days prior to the closing of the conversion. Imputed interest at 5% is included in the balance. | ||||||||||||||||||||
On May 6, 2013, as discussed below, we amended the terms of a $750,000 Note (“Investor Note”) payable to a private investor (“Investor”) and (i) extended the maturity date to July 1, 2013, (ii) provided that the Investor Note may be convertible to shares of our common price at a conversion price of $0.25, and reduced the exercise price of the warrant issued in connection with the Investor Note payable from $0.15 to $0.10. On July 1, 2013, the $750,000 Note payable was converted into 3,000,000 shares of our common stock and on conversion we recognized a gain of $31,712 as a result of the forgiveness of accrued but unpaid interest on the note. At December 31, 2012 the note balance was $25,100, net of unamortized discount of $350,000. | ||||||||||||||||||||
Notes Payable | ||||||||||||||||||||
Notes payable at December 31, 2013 and 2012 consisted of the following: | ||||||||||||||||||||
Type | Collateral (if any) | Interest Rate | Monthly Payments | Matur-ity | 2013 | 2012 | ||||||||||||||
Private | Assets | 8.25 | % | $ | - | 13-May | $ | - | $ | 375,100 | ||||||||||
Private | None | 10 | % | $ | - | 13-May | 20,000 | 50,000 | ||||||||||||
Private | None | 10 | % | $ | - | 13-Dec | - | 37,500 | ||||||||||||
Private | None | 5 | % | $ | - | Demand | 5,000 | 5,000 | ||||||||||||
25,000 | 467,600 | |||||||||||||||||||
Less: Unamortized debt discount | - | (350,000 | ) | |||||||||||||||||
Notes payable | $ | 25,000 | $ | 117,600 | ||||||||||||||||
In December 2012, we entered into a Promissory Note Purchase Agreement, a Secured Promissory Note (“Note”) and Security Agreement with the Investor to lend us $750,000. The Note bears interest at 8¼%, is secured by all of our assets and is due on May 1, 2013. In connection with the transaction, we issued to the Investor the Warrant. | ||||||||||||||||||||
The $360,000 fair value of the Warrant was calculated using a Black-Scholes pricing model. We calculated that the fair market value of the beneficial conversion feature (“BCF”) of the Note is $393,243, and we amortized the BCF over the life of the loan using the effective interest rate method. At December 31, 2013 the discount was fully amortized to interest expense. | ||||||||||||||||||||
On May 6, 2013, the Company and the Investor amended the Promissory Note Purchase Agreement and the related Secured Promissory Note, Security Agreement and Warrant which: | ||||||||||||||||||||
-1 | Extended the Note’s maturity date to July 1, 2013; | |||||||||||||||||||
-2 | Provided that on or before the maturity date, we may elect to convert the Note into 3,000,000 shares of our common stock at a conversion price of $0.25; and | |||||||||||||||||||
-3 | Reduced the exercise price of the Warrant from $0.15 to $0.10. | |||||||||||||||||||
The note was converted into 3,000,000 shares of common stock on July 1, 2013. – see Convertible Notes Payable above. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
Note 6 – Commitments and Contingencies | |
Consulting Agreements | |
Effective May 9, 2012, we entered into a one-year “referral compensation agreement” with a third party consulting firm pursuant to which the firm would facilitate meetings and introductions on our behalf with certain potential investors in return for our agreement to pay the consulting firm compensation for these introduction. The consulting firm was issued 250,000 shares of restricted shares of commons stock valued at $15,000. | |
Effective May 15 2012, we entered into a one-year “referral compensation agreement” with a third party consulting firm pursuant to which the firm would facilitate meetings and introductions on our behalf with certain potential investors in return for our agreement to pay the consulting firm compensation for these introduction. The consulting firm was issued 500,000 shares of restricted shares of commons stock valued at $25,000. | |
Effective July 27 2012, we entered into a one-year “referral compensation agreement” with a third party consulting firm pursuant to which the firm would facilitate meetings and introductions on our with certain potential investors in return for our agreement to pay the consulting firm compensation for these introduction. The consulting firm was issued 250,000 shares of restricted shares of commons stock valued a $13,000. | |
Effective January 1, 2013, we entered into a three-month consulting agreement with a consulting firm pursuant to which the firm would provide investor relations services. The consulting firm was issued 500,000 shares of restricted shares of common stock valued at $50,000 and the expense was recognized over the three-month service period. | |
Effective April 3, 2013, we entered into a twelve-month consulting agreement with a consultant pursuant to which the consultant would provide investor relations services. The consultant was issued 500,000 shares of restricted shares of common stock valued at $50,000 and the expense is being recognized over the term of the agreement. In June 2013, we entered into an amendment to the consulting agreement. The consultant agreed to provide additional services over the remaining term of the agreement and, in consideration, we issued the consultant 250,000 shares of our restricted common stock valued at $125,000 and we agreed to issue the consultant a warrant to purchase 500,000 shares of our common stock at an exercise price of $.50, with a fair market value of $250,000. The warrant was issued on July 1, 2013. | |
Office Lease | |
In August 2013 we entered into a twelve-month lease for a virtual office in West Palm Beach, Florida at a monthly rental of $299 plus taxes. Future minimum lease payments at December 31, 2013 are $2,093. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||||
Note 8 - Stockholders’ Equity | |||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||
We are authorized to issue 10,000,000 shares of noncumulative, non-voting, nonconvertible preferred stock, $0.001 par value per share. At December 31, 2013 and 2012, no shares of preferred stock were outstanding. | |||||||||||||||||||||
Common Stock | |||||||||||||||||||||
We are authorized to issue 175,000,000 shares of common stock, $0.001 par value per share. At December 31, 2013 and 2012, 93,024,117 and 52,263,451 shares were issued and outstanding, respectively. | |||||||||||||||||||||
During the years ended December 31, 2012 and 2013, we issued the following shares of restricted common stock. At the time of issuance, the issue price was negotiated between the Company and the recipient. | |||||||||||||||||||||
In Consideration For | Date of Issue | Number of Shares | Issue Price | Value | |||||||||||||||||
2012 | |||||||||||||||||||||
Bronco Acquisition | 1/1/12 | 4,289,029 | $ | 0.035 | $ | 150,116 | |||||||||||||||
Debt Conversion | 4/28/12 | 3,300,000 | $ | 0.002 | $ | 6,600 | |||||||||||||||
Debt Conversion | 5/21/12 | 6,043,801 | $ | 0.052 | $ | 314,278 | |||||||||||||||
Debt Conversion | 9/10/12 | 2,202,900 | $ | 0.5 | $ | 1,101,450 | |||||||||||||||
Private Placement for Working Capital | 1/16/12 | 416,667 | $ | 0.06 | $ | 25,000 | |||||||||||||||
Private Placement for Working Capital | 5/18/12 | 250,000 | $ | 0.1 | $ | 25,000 | |||||||||||||||
Private Placement for Working Capital | 5/21/12 | 250,000 | $ | 0.1 | $ | 25,000 | |||||||||||||||
Private Placement for Working Capital | 10/15/12 | 750,000 | $ | 0.1 | $ | 50,000 | |||||||||||||||
Preferred Stock Conversion | 10/15/12 | 500,000 | $ | 0.002 | $ | 1,000 | |||||||||||||||
Rent | 12/31/12 | 150,000 | $ | 0.09 | $ | 13,500 | |||||||||||||||
Services | 5/21/12 | 250,000 | $ | 0.052 | $ | 13,000 | |||||||||||||||
Services | 10/15/12 | 500,000 | $ | 0.05 | $ | 25,000 | |||||||||||||||
Services | 10/15/12 | 250,000 | $ | 0.052 | $ | 13,000 | |||||||||||||||
2013 | |||||||||||||||||||||
Services | 1/1/13 | 1,000,666 | $ | 0.1 | $ | 99,700 | |||||||||||||||
Stock-based compensation | 1/10/13 | 11,000,000 | $ | 0.12 | * | $ | 11,000 | ||||||||||||||
Services | 4/15/13 | 500,000 | $ | 0.1 | $ | 50,000 | |||||||||||||||
Private placement | 4/15/13 | 250,000 | $ | 0.1 | $ | 25,000 | |||||||||||||||
Private placement | 5/31/13 | 200,000 | $ | 0.25 | $ | 50,000 | |||||||||||||||
Private placement | 6/6/13 | 2,150,000 | $ | 0.25 | $ | 537,500 | |||||||||||||||
Services | 6/25/13 | 310,000 | $ | 0.5 | $ | 155,000 | |||||||||||||||
Stock based compensation | 6/25/13 | 15,000,000 | $ | 0.26 | * | $ | 15,000 | ||||||||||||||
Private placement | 6/25/13 | 408,000 | $ | 0.45 | $ | 183,600 | |||||||||||||||
Private placement | 6/30/13 | 260,000 | $ | 0.5 | $ | 130,000 | |||||||||||||||
Note conversion | 7/1/13 | 3,000,000 | $ | 0.25 | $ | 750,000 | |||||||||||||||
Warrant exercise | 8/19/13 | 3,000,000 | $ | 0.1 | $ | 300,000 | |||||||||||||||
Private Placement | 9/20/13 | 1,100,000 | $ | 0.45 | $ | 495,000 | |||||||||||||||
Private Placement | 9/25/13 | 1,100,000 | $ | 0.45 | $ | 495,000 | |||||||||||||||
Services | 9/25/13 | 66,000 | $ | 0.45 | $ | 29,700 | |||||||||||||||
Private Placement | 11/11/13 | 100,000 | $ | 0.05 | $ | 50,000 | |||||||||||||||
Services | 12/11/13 | 66,000 | $ | 0.001 | $ | 66 | |||||||||||||||
Warrant Exercise | 12/18/13 | 1,250,000 | $ | 0.01 | $ | 125,000 | |||||||||||||||
* - Stock-based compensation was calculated at fair value on the grant date and the expense is being amortized over the vesting period and service period. $1,682,280 of compensation expense will be recognized over the next twelve months. | |||||||||||||||||||||
Common Stock Warrants | |||||||||||||||||||||
We have issued warrants, which are fully vested and available for exercise, as follows: | |||||||||||||||||||||
Class of Warrant | Issued in connection with or for | Number | Exercise Price | Date of Issue | Date Vest | Date of Expiration | |||||||||||||||
A-1 | Debt | 1,750,000 | -1 | $ | 0.1 | Dec-12 | Dec-13 | Dec-15 | |||||||||||||
A-2 | Services | 1,000,000 | $ | 0.15 | May-13 | May-14 | May-18 | ||||||||||||||
A-3 | Services | 500,000 | $ | 0.5 | Jun-13 | Jun-14 | Jun-18 | ||||||||||||||
A-4 | Services | 1,000,000 | $ | 1 | Oct-13 | Oct-13 | Oct-16 | ||||||||||||||
-1 | – 1,250,000 shares were exercised on December 18, 2013. We issued the shares in the name of the investor on December 18, 2013 in anticipation of payment. At December 31, 2013 we had not received payment and recorded a stock subscription receivable form the investor. On January 24, 2014 we received the proceeds and released the shares to the investor. | ||||||||||||||||||||
The valuation of the warrants utilized the following assumptions utilizing a Black-Scholes pricing model: | |||||||||||||||||||||
Warrant | Fair Value | Dividend Yield | Volatility | Contractual Lives (Yrs.) | Risk-Free Rate | ||||||||||||||||
A-1 | $ | 1,050,000 | 0 | % | 593 | % | 2 | 1.58 | % | ||||||||||||
A-2 | $ | 300,000 | 0 | % | 593 | % | 5 | 0.84 | % | ||||||||||||
A-3 | $ | 250,000 | 0 | % | 598.12 | % | 5 | 1.2 | % | ||||||||||||
A-4 | $ | 800,000 | 0 | % | 647.97 | % | 3 | 0.64 | % | ||||||||||||
The fair value of warrants issued during the twelve-month period ended December 31, 2013 ranged from $0.15 to $1.00. Our computation of expected volatility is based on our historical volatility. The interest rates are based on the U.S. Treasury Yield curve in effect at the time of grant. We do not expect to pay dividends. The fair values are being amortized over the life of the warrants. | |||||||||||||||||||||
The following is a summary of outstanding and exercisable warrants at December 31, 2013: | |||||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||||
Range of Exercise | Weighted | Outstanding | Weighted | Number | Weighted | ||||||||||||||||
Prices | Average | Remaining | Average | Exercisable | Average | ||||||||||||||||
Number | Contractual | Exercise | at 12/31/13 | Exercise | |||||||||||||||||
Outstanding | Life (in yrs.) | Price | Price | ||||||||||||||||||
at 12/31/13 | |||||||||||||||||||||
$ | 0.1 | 1,750,000 | 2 | $ | 0.1 | 1,750,000 | $ | 0.1 | |||||||||||||
$ | 0.15 | 1,000,000 | 4.5 | $ | 0.15 | - | - | ||||||||||||||
$ | 0.5 | 500,000 | 4.75 | $ | 0.5 | - | - | ||||||||||||||
$ | 1 | 1,000,000 | 4.5 | $ | 1 | 1,000,000 | $ | 1 | |||||||||||||
$ | 0.37 | 4,250,000 | 3.9 | $ | 0.37 | 2,750,000 | $ | 0.43 | |||||||||||||
The intrinsic value of warrants outstanding at December 31, 2013 was $912,500. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
Note 9 - Income Taxes | |||||||||
We have incurred losses since inception, which have generated net operating loss carryforwards. Pre-tax losses were $9,297,253 for the year ended December 31, 2013 and $519,906 for the year ended December 31, 2012, which includes a pre-tax loss of $310,984 from continuing operations and a pre-tax loss of $208,922 from discontinued operations. At December 31, 2013, we had a federal net operating loss carryforward of approximately $4,473,000 that will expire beginning in 2024. Current or future ownership changes may limit the future realization of these net operating losses. Our policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statements of operations. As of January 1, 2013, we had no unrecognized tax benefits, or any tax related interest or penalties. There were no changes in our unrecognized tax benefits during the year ended December 31, 2013. We did not recognize any interest or penalties during 2013 or 2012 related to unrecognized tax benefits. | |||||||||
Section 382 of the Internal Revenue Code generally imposes an annual limitation on the amount of net operating loss carryforwards that may be used to offset taxable income when a corporation has undergone significant changes in its stock ownership. There can be no assurance that we will be able to utilize any net operating loss carryforwards in the future. | |||||||||
We recognize deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax loss carryforwards. We have established a valuation allowance to reflect the likelihood of realization of deferred tax assets. There is no income tax benefit for the losses for the years ended December 31, 2013 and 2012, since management has determined that the realization of the net deferred tax asset is not more likely than not to be realized and has created a valuation allowance for the entire amount of such benefit. | |||||||||
At December 31, 2013 and 2012, the significant components of our deferred tax assets and liabilities were as follows: | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss | $ | 1,781,765 | $ | 103,368 | |||||
Stock compensation | 2,075,853 | 21,112 | |||||||
Accrued expenses | 65,941 | 96,377 | |||||||
Accrued interest receivable | (23,782 | ) | - | ||||||
Gross deferred tax assets | 3,899,777 | 220,857 | |||||||
Less: Valuation Allowance | (3,899,777 | ) | (220,857 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
A reconciliation of the Federal statutory rate to the Company’s effective tax rate for the years ended December 31, 2013 and 2012 is as follows: | |||||||||
2013 | 2012 | ||||||||
Federal statutory rate | 34 | % | 34 | % | |||||
State income taxes, net of federal benefit | 5.8 | % | 5.8 | % | |||||
Decrease in income taxes resulting from: | |||||||||
Change in valuation allowance | -39.8 | % | -39.8 | % | |||||
Effective tax rate | 0 | % | 0 | % |
Loss_Per_Common_Share
Loss Per Common Share | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Loss Per Common Share [Abstract] | ' | ||||||||
Loss Per Common Share | ' | ||||||||
Note 10 - Loss Per Common Share | |||||||||
Basic and diluted loss per common share is computed by dividing the loss by the weighted average number of common shares outstanding for the period. Since we incurred losses attributable to common stockholders during the years ended December 31, 2013 and 2012, diluted loss per common share has not been computed by giving effect to all potentially dilutive common shares that were outstanding during the years ended December 31, 2013 and 2012. Dilutive common shares consist of shares issuable on the conversion of preferred stock and incremental shares issuable upon the exercise of warrants to the extent that the average fair value of our common stock for each period is greater than the exercise price of the warrant. | |||||||||
The following table sets forth the computation of basic and diluted loss per common share: | |||||||||
2013 | 2012 | ||||||||
Numerator: | |||||||||
Loss from continuing operations | $ | (9,026,032 | ) | $ | (310,984 | ) | |||
Loss from discontinued operations | (271,221 | ) | (208,922 | ) | |||||
Loss attributable to the noncontrolling interest | - | (28,815 | ) | ||||||
Net loss | $ | (9,297,253 | ) | $ | (519,906 | ) | |||
Denominator: | |||||||||
Weighted-average shares outstanding | 74,484,164 | 45,302,055 | |||||||
Effect of dilutive securities (1) | - | - | |||||||
Weighted-average diluted shares | 74,484,164 | 45,302,055 | |||||||
Loss per common share – basic and diluted: | |||||||||
Continuing operations | $ | (0.12 | ) | $ | (0.01 | ) | |||
Discontinued operations | (0.00 | ) | (0.00 | ) | |||||
Attributable to the noncontrolling interest | (0.00 | ) | (0.00 | ) | |||||
Total – basic and diluted | $ | (0.12 | ) | $ | (0.01 | ) | |||
______ | |||||||||
(1) | The following common stock equivalents outstanding as of December 31, 2013 and 2012 were not included in the computation of dilutive loss per share because the net effect would have been anti-dilutive: | ||||||||
2013 | 2012 | ||||||||
Warrants | 4,250,000 | 3,000,000 | |||||||
Preferred stock | - | - | |||||||
Total common stock equivalents | 3,000,000 | 3,000,000 |
Acquisition_and_Disposition_of
Acquisition and Disposition of Bronco Communications, LLC and Discontinued Operations | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Acquisitions [Abstract] | ' | ||||||||
Acquisition and Disposition of Bronco Communications, LLC and Discontinued Operations | ' | ||||||||
Note 11 - Acquisition and Disposition of Bronco Communications, LLC and Discontinued Operations | |||||||||
Acquisition of Bronco Communications, LLC | |||||||||
In January 2012, we acquired 51% of Bronco in consideration for the issuance of 4,289,029 shares of our restricted common stock valued at $0.035 per share, or $150,116. The 49% interest we did not acquire is accounted for as a noncontrolling interest. The purchase price was allocated to the assets acquired based on the fair values at the acquisition date. The goodwill acquired was valued at $351,653. The financial results of Bronco are included in these consolidated financial statements as of January 1, 2012, the date control was acquired, in accordance with the Codification for business combinations. We subsequently discontinued the operations of Bronco and disposed of its remaining assets in January 2013 as discussed below. | |||||||||
The purchase price was allocated as follows: | |||||||||
Cash and cash equivalents | $ | 5,325 | |||||||
Accounts receivable | 53,342 | ||||||||
Property and equipment | 63,792 | ||||||||
Total Assets | $ | 122,459 | |||||||
Accounts payable and accrued expenses | $ | 79,536 | |||||||
Notes payable | 71,498 | ||||||||
Total Liabilities | $ | 151,034 | |||||||
Goodwill | $ | 351,653 | |||||||
Net Assets Acquired | $ | 323,078 | |||||||
Fair value of common stock issued | $ | 150,116 | |||||||
Fair value of non-controlling interest | $ | 172,962 | |||||||
Fair value of net assets acquired | $ | 323,078 | |||||||
Discontinued Operations | |||||||||
In accordance with ASC Topic 205, “Presentation of Financial Statements-Discontinued Operations”, we have presented the results of operations of Bronco as discontinued operations for the years ended December 31, 2013 and 2012. The following table details the operating results included of discontinued operations: | |||||||||
Years Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Net sales | $ | - | $ | 144,337 | |||||
Cost of goods sold | - | 114,071 | |||||||
Gross profit | - | 30,266 | |||||||
Selling, general and administrative expenses | 25,477 | 236,564 | |||||||
Loss on sale of assets of discontinued operations | 245,744 | - | |||||||
Interest expense | - | 7,000 | |||||||
Other income | - | (4,376 | ) | ||||||
Loss before provision for income taxes | (271,722 | ) | (208,922 | ) | |||||
Provision for income taxes | - | - | |||||||
Loss from discontinued operations | $ | (271,722 | ) | $ | (208,922 | ) | |||
December 31, | |||||||||
2012 | |||||||||
Assets | |||||||||
Cash and cash equivalents | $ | 96 | |||||||
Property and equipment, net | 43,384 | ||||||||
Goodwill | 351,653 | ||||||||
Assets of discontinued operations | $ | 395,133 | |||||||
Liabilities | |||||||||
Accounts payable and accrued expenses | $ | 33,974 | |||||||
Liabilities of discontinued operations | $ | 33,974 |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 12 – Subsequent Events | |
We have completed an evaluation of all subsequent events after the audited balance sheet date of December 31, 2013 through the date this Annual Report on Form 10-K was submitted to the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2013, and events which occurred subsequently but were not recognized in the financial statements. We have concluded that no subsequent events have occurred that require disclosure, except as disclosed within these financial statements. |
Loss_Per_Common_Share_Details_
Loss Per Common Share (Details) (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Total common stock equivalents | $3,000,000 | $3,000,000 |
Warrant [Member] | ' | ' |
Total common stock equivalents | 4,250,000 | 3,000,000 |
Preferred Stock [Member] | ' | ' |
Total common stock equivalents | ' | ' |
Organization_Liquidity_and_Sum1
Organization, Liquidity and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Liquidity and Summary of Significant Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
Principles of Consolidation | |
The consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries and our majority-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Results of operations of Bronco are included in discontinued operations in our 2012 consolidated financial statements. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with accounting principles generally acceptable (“GAAP”) in the United States of America (“U.S.”) requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, fair values of financial instruments, useful lives of property and equipment, income taxes, and contingent liabilities, among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. | |
Non-Controlling Interest | ' |
Non-Controlling Interest | |
The Company owned 51% of the outstanding stock of Bronco at December 31, 2012 and disposed of this interest effective January 1, 2013. The financial information related to Bronco was consolidated into our financial statements in 2012, which included an accounting for non-controlling interest of the 49% not owned by us. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. | |
Accounts Receivable | ' |
Accounts Receivable | |
We record accounts receivable at the invoiced amount and we do not charge interest. We maintain an allowance for doubtful accounts to reserve for potentially uncollectible receivables. We review the accounts receivable by amounts due by customers which are past due to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, we make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. | |
Long-lived Assets | ' |
Long-lived Assets | |
We review our long-lived assets, including property and equipment, for impairment at least annually or 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. | |
Goodwill | ' |
Goodwill | |
Goodwill and indefinite-lived intangible assets are not amortized. Rather, they are tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Contracts in place, is the only intangible asset with an indefinite life on our consolidated balance sheets. We have elected December 31 as the date to perform our annual impairment test. | |
Goodwill is included in the accompanying financial statements as a component of Assets of Discontinued Operations because we never realized the benefits of the acquired Goodwill. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and short-term debt approximate fair value due to their relatively short maturities. | |
Debt Issued with Warrants | ' |
Debt Issued with Warrants | |
We account for the issuance of debt and related warrants by allocating the debt proceeds between the debt and warrants based on the relative estimated fair values of the debt security without regard for the warrants and the estimated fair value of the warrants themselves. The amount allocated to the warrants would then be reflected as both an increase to equity, and as a debt discount that would be amortized over the term of the debt. However, in circumstances where warrants must be accounted for as a liability, the full estimated fair value of the warrants is established as both a liability and a debt discount. In some cases, if the value of the warrants is greater than the principal amount received, an immediate interest expense charge is recorded for the excess. | |
In accounting for convertible debt instruments, the proceeds from issuance of the convertible notes are first allocated between the convertible notes and the warrants. If the amount allocated to convertible notes results in an effective per share conversion price less than the fair value of our common stock on the date of issuance, the intrinsic value of this beneficial conversion feature is recorded as a further discount to the convertible debt with a corresponding increase to additional paid in capital. | |
Revenue Recognition | ' |
Revenue Recognition | |
We follow the revenue recognition guidance in the Revenue Recognition Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC” or “Codification”). We recognize product revenue at the time product is shipped and title has transferred, provided that a purchase order has been received or a contract has been executed, there are no uncertainties regarding customer acceptance, the sales price is fixed and determinable and collectability is deemed probable. If uncertainties regarding customer acceptance exist, revenue is recognized when such uncertainties are resolved. There are no significant post-contract support obligations at the time of revenue recognition. Our accounting policy regarding vendor and post contract support obligations is based on the terms of the customers’ contracts and is billable upon occurrence of the post-sale support. Costs of products sold and services provided are recorded as the related revenue is recognized. Revenue is recognized at the time services or goods are provided, and revenue from short-term rentals is recognized over the rental period which typically ranges from two to four weeks. It is our policy to record contract losses in their entirety in the period in which such losses are foreseeable. | |
Provision for Income Taxes | ' |
Provision for Income Taxes | |
Income taxes are calculated based upon the asset and liability method of accounting. Deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard to allow for recognition of such an asset. In addition, realization of an uncertain income tax position must be estimated as “more likely than not” (i.e., greater than 50% likelihood of receiving a benefit) before it can be recognized in the financial statements. Further, the recognition of tax benefits recorded in the financial statements, if any, is based on the amount most likely to be realized assuming a review by tax authorities having all relevant information. | |
Basic and Fully Diluted Loss Per Share | ' |
Basic and Fully Diluted Loss Per Share | |
Basic and diluted loss per common share is computed by dividing the loss by the weighted average number of common shares outstanding for the period. Since we have incurred losses attributable to common stockholders during each of the two years ended December 31, 2013 and 2012, diluted loss per common share has not been computed by giving effect to all potentially dilutive common shares that were outstanding during the period. Dilutive common shares consist of convertible preferred stock and incremental shares issuable upon exercise of warrants to the extent that the average fair value of our common stock for each period is greater than the exercise price of the warrants. | |
Stock Based Compensation | ' |
Stock Based Compensation | |
We adopted the fair value recognition provisions of ASC 718, "Compensation – Stock Compensation”. Under the fair value recognition provisions, we are required to measure the cost of employee services received in exchange for share-based compensation measured at the grant date fair value of the award. Compensation expense is recorded for all share-based awards granted to either non-employees, or employees and directors on or after January 1, 2013 | |
We account for the issuance of equity instruments (including warrants) to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable. | |
Subsequent Events | ' |
Subsequent Events | |
We evaluate events that occur subsequent to the balance sheet date of periodic reports, but before financial statements are issued for periods ending on such balance sheet dates, for possible adjustment to such financial statements or other disclosure. | |
Application of New or Revised Accounting Standards | ' |
Application of New or Revised Accounting Standards | |
On April 5, 2012, the Jump-Start Our Business Startups Act (the JOBS Act) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an "emerging growth company." As an emerging growth company the Company has elected to not take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards, and as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
From time to time, the FASB or other standards setting bodies will issue new accounting pronouncements. Updates to the Codification are communicated through issuance of an Accounting Standards Update (“ASU”). | |
In February 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2013-04, Liabilities (Topic 405), which provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. ASU 2013-04 is effective for fiscal years beginning after December 15, 2013, which is effective for the Company’s first quarter of fiscal year 2015. We do not believe the adoption of ASU 2013-04 will have a material effect on the Company’s consolidated financial statements. | |
In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-02 requires disclosure of the amounts reclassified out of each component of accumulated other comprehensive income and into net earnings during the reporting period and is effective for reporting periods beginning after December 15, 2012. We do not believe the adoption of ASU 2013−02 in the first quarter of fiscal year 2014 will have a material impact on the measurement of net earnings or other comprehensive income. | |
In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities and in January 2013, the FASB issued ASU 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU 2011-11, as clarified, enhances disclosures surrounding offsetting (netting) assets and liabilities. The clarified standard applies to derivatives, repurchase agreements and securities lending transactions and requires companies to disclose gross and net information about financial instruments and derivatives eligible for offset and to disclose financial instruments and derivatives subject to master netting arrangements in financial statements. The clarified standard did not have a material effect on our financial position or results of operations. | |
In October 2012, the FASB issued ASU 2012-04, Technical Corrections and Improvements, which makes certain technical corrections (i.e., relatively minor corrections and clarifications) and “conforming fair value amendments” to the FASB Accounting Standards Codification (the “Codification”). The corrections and improvements include technical corrections based on feedback on the Codification and conforming amendments primarily related to fair value in areas outside of ASC 820. The amendments affect various Codification topics and apply to all reporting entities within the scope of those topics and became effective for the Company on December 20, 2012. The adoption of ASU 2012-04 did not have a material effect on our financial position or results of operations. | |
In July 2012, the FASB issued ASU 2012−02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The revised standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. It allows companies to perform a “qualitative” assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the goodwill impairment test. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of ASU 2012-02 did not have a material effect on our financial position or results of operations. | |
In December 2011, the FASB issued ASU 2011−12, Comprehensive Income. The amendments in ASU 2011-12 supersede certain pending paragraphs in ASU 2011−05, Presentation of Comprehensive Income to effectively defer only those changes in ASU 2011−05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements became effective in the first quarter of fiscal 2013. The adoption of ASU 2011−12 did not impact the measurement of net earnings or other comprehensive income. |
Financial_Instruments_Tables
Financial Instruments (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Financial Instruments [Abstract] | ' | ||||||||
Schedule of cash and cash equivalents | ' | ||||||||
2013 | 2012 | ||||||||
Cash in bank | $ | 509,224 | $ | 385,141 | |||||
Cash and cash equivalents | $ | 509,224 | $ | 385,141 |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Short-term Debt [Line Items] | ' | |||||||||||||||||||
Schedule of convertible notes payble | ' | |||||||||||||||||||
Type | Collateral | Interest Rate | Monthly Payment | Maturity | 2013 | 2012 | ||||||||||||||
(If any) | ||||||||||||||||||||
Laurus Master Fund | None | 5 | % | $ | - | 13-May | $ | 529,309 | $ | 504,309 | ||||||||||
Schedule of notes payable | ' | |||||||||||||||||||
Type | Collateral (if any) | Interest Rate | Monthly Payments | Matur-ity | 2013 | 2012 | ||||||||||||||
Private | Assets | 8.25 | % | $ | - | 13-May | $ | - | $ | 375,100 | ||||||||||
Private | None | 10 | % | $ | - | 13-May | 20,000 | 50,000 | ||||||||||||
Private | None | 10 | % | $ | - | 13-Dec | - | 37,500 | ||||||||||||
Private | None | 5 | % | $ | - | Demand | 5,000 | 5,000 | ||||||||||||
25,000 | 467,600 | |||||||||||||||||||
Less: Unamortized debt discount | - | (350,000 | ) | |||||||||||||||||
Notes payable | $ | 25,000 | $ | 117,600 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Schedule of restricted common stock activity | ' | ||||||||||||||||||||
In Consideration For | Date of Issue | Number of Shares | Issue Price | Value | |||||||||||||||||
2012 | |||||||||||||||||||||
Bronco Acquisition | 1/1/12 | 4,289,029 | $ | 0.035 | $ | 150,116 | |||||||||||||||
Debt Conversion | 4/28/12 | 3,300,000 | $ | 0.002 | $ | 6,600 | |||||||||||||||
Debt Conversion | 5/21/12 | 6,043,801 | $ | 0.052 | $ | 314,278 | |||||||||||||||
Debt Conversion | 9/10/12 | 2,202,900 | $ | 0.5 | $ | 1,101,450 | |||||||||||||||
Private Placement for Working Capital | 1/16/12 | 416,667 | $ | 0.06 | $ | 25,000 | |||||||||||||||
Private Placement for Working Capital | 5/18/12 | 250,000 | $ | 0.1 | $ | 25,000 | |||||||||||||||
Private Placement for Working Capital | 5/21/12 | 250,000 | $ | 0.1 | $ | 25,000 | |||||||||||||||
Private Placement for Working Capital | 10/15/12 | 750,000 | $ | 0.1 | $ | 50,000 | |||||||||||||||
Preferred Stock Conversion | 10/15/12 | 500,000 | $ | 0.002 | $ | 1,000 | |||||||||||||||
Rent | 12/31/12 | 150,000 | $ | 0.09 | $ | 13,500 | |||||||||||||||
Services | 5/21/12 | 250,000 | $ | 0.052 | $ | 13,000 | |||||||||||||||
Services | 10/15/12 | 500,000 | $ | 0.05 | $ | 25,000 | |||||||||||||||
Services | 10/15/12 | 250,000 | $ | 0.052 | $ | 13,000 | |||||||||||||||
2013 | |||||||||||||||||||||
Services | 1/1/13 | 1,000,666 | $ | 0.1 | $ | 99,700 | |||||||||||||||
Stock-based compensation | 1/10/13 | 11,000,000 | $ | 0.12 | * | $ | 11,000 | ||||||||||||||
Services | 4/15/13 | 500,000 | $ | 0.1 | $ | 50,000 | |||||||||||||||
Private placement | 4/15/13 | 250,000 | $ | 0.1 | $ | 25,000 | |||||||||||||||
Private placement | 5/31/13 | 200,000 | $ | 0.25 | $ | 50,000 | |||||||||||||||
Private placement | 6/6/13 | 2,150,000 | $ | 0.25 | $ | 537,500 | |||||||||||||||
Services | 6/25/13 | 310,000 | $ | 0.5 | $ | 155,000 | |||||||||||||||
Stock based compensation | 6/25/13 | 15,000,000 | $ | 0.26 | * | $ | 15,000 | ||||||||||||||
Private placement | 6/25/13 | 408,000 | $ | 0.45 | $ | 183,600 | |||||||||||||||
Private placement | 6/30/13 | 260,000 | $ | 0.5 | $ | 130,000 | |||||||||||||||
Note conversion | 7/1/13 | 3,000,000 | $ | 0.25 | $ | 750,000 | |||||||||||||||
Warrant exercise | 8/19/13 | 3,000,000 | $ | 0.1 | $ | 300,000 | |||||||||||||||
Private Placement | 9/20/13 | 1,100,000 | $ | 0.45 | $ | 495,000 | |||||||||||||||
Private Placement | 9/25/13 | 1,100,000 | $ | 0.45 | $ | 495,000 | |||||||||||||||
Services | 9/25/13 | 66,000 | $ | 0.45 | $ | 29,700 | |||||||||||||||
Private Placement | 11/11/13 | 100,000 | $ | 0.05 | $ | 50,000 | |||||||||||||||
Services | 12/11/13 | 66,000 | $ | 0.001 | $ | 66 | |||||||||||||||
Warrant Exercise | 12/18/13 | 1,250,000 | $ | 0.01 | $ | 125,000 | |||||||||||||||
* - Stock-based compensation was calculated at fair value on the grant date and the expense is being amortized over the vesting period and service period. $1,682,280 of compensation expense will be recognized over the next twelve months. | |||||||||||||||||||||
Warrant [Member] | ' | ||||||||||||||||||||
Shedule of warrants issued activity | ' | ||||||||||||||||||||
Class of Warrant | Issued in connection with or for | Number | Exercise Price | Date of Issue | Date Vest | Date of Expiration | |||||||||||||||
A-1 | Debt | 1,750,000 | -1 | $ | 0.1 | Dec-12 | Dec-13 | Dec-15 | |||||||||||||
A-2 | Services | 1,000,000 | $ | 0.15 | May-13 | May-14 | May-18 | ||||||||||||||
A-3 | Services | 500,000 | $ | 0.5 | Jun-13 | Jun-14 | Jun-18 | ||||||||||||||
A-4 | Services | 1,000,000 | $ | 1 | Oct-13 | Oct-13 | Oct-16 | ||||||||||||||
-1 | – 1,250,000 shares were exercised on December 18, 2013. We issued the shares in the name of the investor on December 18, 2013 in anticipation of payment. At December 31, 2013 we had not received payment and recorded a stock subscription receivable form the investor. On January 24, 2014 we received the proceeds and released the shares to the investor. | ||||||||||||||||||||
Shedule of valuation of warrants by utilizing Black-Scholes pricing model | ' | ||||||||||||||||||||
Warrant | Fair Value | Dividend Yield | Volatility | Contractual Lives (Yrs.) | Risk-Free Rate | ||||||||||||||||
A-1 | $ | 1,050,000 | 0 | % | 593 | % | 2 | 1.58 | % | ||||||||||||
A-2 | $ | 300,000 | 0 | % | 593 | % | 5 | 0.84 | % | ||||||||||||
A-3 | $ | 250,000 | 0 | % | 598.12 | % | 5 | 1.2 | % | ||||||||||||
A-4 | $ | 800,000 | 0 | % | 647.97 | % | 3 | 0.64 | % | ||||||||||||
Summary of warrants outstanding and exercisable | ' | ||||||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||||||
Range of Exercise | Weighted | Outstanding | Weighted | Number | Weighted | ||||||||||||||||
Prices | Average | Remaining | Average | Exercisable | Average | ||||||||||||||||
Number | Contractual | Exercise | at 12/31/13 | Exercise | |||||||||||||||||
Outstanding | Life (in yrs.) | Price | Price | ||||||||||||||||||
at 12/31/13 | |||||||||||||||||||||
$ | 0.1 | 1,750,000 | 2 | $ | 0.1 | 1,750,000 | $ | 0.1 | |||||||||||||
$ | 0.15 | 1,000,000 | 4.5 | $ | 0.15 | - | - | ||||||||||||||
$ | 0.5 | 500,000 | 4.75 | $ | 0.5 | - | - | ||||||||||||||
$ | 1 | 1,000,000 | 4.5 | $ | 1 | 1,000,000 | $ | 1 | |||||||||||||
$ | 0.37 | 4,250,000 | 3.9 | $ | 0.37 | 2,750,000 | $ | 0.43 | |||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Schedule of deferred tax assets and liabilities | ' | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss | $ | 1,781,765 | $ | 103,368 | |||||
Stock compensation | 2,075,853 | 21,112 | |||||||
Accrued expenses | 65,941 | 96,377 | |||||||
Accrued interest receivable | (23,782 | ) | - | ||||||
Gross deferred tax assets | 3,899,777 | 220,857 | |||||||
Less: Valuation Allowance | (3,899,777 | ) | (220,857 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
Schedule of effective income tax rate reconciliation | ' | ||||||||
2013 | 2012 | ||||||||
Federal statutory rate | 34 | % | 34 | % | |||||
State income taxes, net of federal benefit | 5.8 | % | 5.8 | % | |||||
Decrease in income taxes resulting from: | |||||||||
Change in valuation allowance | -39.8 | % | -39.8 | % | |||||
Effective tax rate | 0 | % | 0 | % |
Loss_Per_Common_Share_Tables
Loss Per Common Share (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Loss Per Common Share [Abstract] | ' | ||||||||
Summary of basic and diluted loss per common share | ' | ||||||||
2013 | 2012 | ||||||||
Numerator: | |||||||||
Loss from continuing operations | $ | (9,026,032 | ) | $ | (310,984 | ) | |||
Loss from discontinued operations | (271,221 | ) | (208,922 | ) | |||||
Loss attributable to the noncontrolling interest | - | (28,815 | ) | ||||||
Net loss | $ | (9,297,253 | ) | $ | (519,906 | ) | |||
Denominator: | |||||||||
Weighted-average shares outstanding | 74,484,164 | 45,302,055 | |||||||
Effect of dilutive securities (1) | - | - | |||||||
Weighted-average diluted shares | 74,484,164 | 45,302,055 | |||||||
Loss per common share – basic and diluted: | |||||||||
Continuing operations | $ | (0.12 | ) | $ | (0.01 | ) | |||
Discontinued operations | (0.00 | ) | (0.00 | ) | |||||
Attributable to the noncontrolling interest | (0.00 | ) | (0.00 | ) | |||||
Total – basic and diluted | $ | (0.12 | ) | $ | (0.01 | ) | |||
______ | |||||||||
(1) | The following common stock equivalents outstanding as of December 31, 2013 and 2012 were not included in the computation of dilutive loss per share because the net effect would have been anti-dilutive: | ||||||||
2013 | 2012 | ||||||||
Warrants | 4,250,000 | 3,000,000 | |||||||
Preferred stock | - | - | |||||||
Total common stock equivalents | 3,000,000 | 3,000,000 |
Acquisition_and_Disposition_of1
Acquisition and Disposition of Bronco Communications, LLC and Discontinued Operations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Acquisitions [Abstract] | ' | ||||||||
Schedule of purchase price allocation | ' | ||||||||
Cash and cash equivalents | $ | 5,325 | |||||||
Accounts receivable | 53,342 | ||||||||
Property and equipment | 63,792 | ||||||||
Total Assets | $ | 122,459 | |||||||
Accounts payable and accrued expenses | $ | 79,536 | |||||||
Notes payable | 71,498 | ||||||||
Total Liabilities | $ | 151,034 | |||||||
Goodwill | $ | 351,653 | |||||||
Net Assets Acquired | $ | 323,078 | |||||||
Fair value of common stock issued | $ | 150,116 | |||||||
Fair value of non-controlling interest | $ | 172,962 | |||||||
Fair value of net assets acquired | $ | 323,078 | |||||||
Schedule of operating results including discontinued operations | ' | ||||||||
Years Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Net sales | $ | - | $ | 144,337 | |||||
Cost of goods sold | - | 114,071 | |||||||
Gross profit | - | 30,266 | |||||||
Selling, general and administrative expenses | 25,477 | 236,564 | |||||||
Loss on sale of assets of discontinued operations | 245,744 | - | |||||||
Interest expense | - | 7,000 | |||||||
Other income | - | (4,376 | ) | ||||||
Loss before provision for income taxes | (271,722 | ) | (208,922 | ) | |||||
Provision for income taxes | - | - | |||||||
Loss from discontinued operations | $ | (271,722 | ) | $ | (208,922 | ) | |||
December 31, | |||||||||
2012 | |||||||||
Assets | |||||||||
Cash and cash equivalents | $ | 96 | |||||||
Property and equipment, net | 43,384 | ||||||||
Goodwill | 351,653 | ||||||||
Assets of discontinued operations | $ | 395,133 | |||||||
Liabilities | |||||||||
Accounts payable and accrued expenses | $ | 33,974 | |||||||
Liabilities of discontinued operations | $ | 33,974 | |||||||
Schedule of discontinued financial statements | ' | ||||||||
December 31, | |||||||||
2012 | |||||||||
Assets | |||||||||
Cash and cash equivalents | $ | 96 | |||||||
Property and equipment, net | 43,384 | ||||||||
Goodwill | 351,653 | ||||||||
Assets of discontinued operations | $ | 395,133 | |||||||
Liabilities | |||||||||
Accounts payable and accrued expenses | $ | 33,974 | |||||||
Liabilities of discontinued operations | $ | 33,974 | |||||||
Organization_Liquidity_and_Sum2
Organization, Liquidity and Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2012 | |
Bronco Communications Llc [Member] | |||
Organization, Liquidity and Summary of Significant Accounting Policies (Textual) | ' | ' | ' |
Business acquisition, percentage of acquired interests | ' | ' | 51.00% |
Accumulated deficit | ($16,858,375) | ($7,561,122) | ' |
Cash and cash equivalents | 509,224 | 385,141 | ' |
Working capital | $1,211,052 | ' | ' |
Business acquisition, percentage of noncontrolling interests | ' | ' | 49.00% |
Recognised income tax benefit description | 'greater than 50 | ' | ' |
Financial_Instruments_Details
Financial Instruments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Financial Instruments [Abstract] | ' | ' |
Cash in bank | $509,224 | $385,141 |
Cash and cash equivalents | $509,224 | $385,141 |
Financial_Instruments_Details_
Financial Instruments (Details Textual) (USD $) | Dec. 31, 2013 |
Financial Instruments [Abstract] | ' |
Federal Deposit Insurance Corporation | $250,000 |
Acquisition_of_Airtronic_and_N1
Acquisition of Airtronic and Notes Receivable from Airtronic (Details) (USD $) | Dec. 31, 2013 | Oct. 02, 2013 | Dec. 31, 2013 | Aug. 13, 2012 | Mar. 31, 2013 | Oct. 22, 2012 | Oct. 10, 2013 | Aug. 05, 2013 | Jun. 26, 2013 |
Airtronic [Member] | Airtronic [Member] | Airtronic [Member] | Bridge Loan [Member] | Bridge Loan [Member] | Bridge Loan [Member] | Bridge Loan [Member] | Bridge Loan [Member] | ||
Airtronic [Member] | Airtronic [Member] | Airtronic [Member] | Airtronic [Member] | Airtronic [Member] | |||||
Acquisition of Airtronic and Notes Receivable from Airtronic (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, percentage of acquired interests | ' | ' | ' | 70.00% | ' | 70.00% | ' | ' | ' |
Note purchase agreement description | ' | ' | ' | ' | ' | 'On October 22, 2012, we entered into a Debtor In Possession Note Purchase Agreement ("Bridge Loan") with Airtronic. We agreed to lend Airtronic up to a maximum of $2,000,000, with an initial advance of $750,000 evidenced by an 8¼% Secured Promissory Note with an original principal amount of $750,000 made by Airtronic in favor of the Company (the "Original Note") and a Security Agreement securing all of Airtronic's assets. | ' | ' | ' |
Agreed to lend bridge loan | ' | ' | $2,000,000 | ' | ' | $2,000,000 | $200,000 | $550,000 | $550,000 |
Advance on bridge loan | ' | ' | ' | ' | 700,000 | 750,000 | ' | ' | ' |
Principal amount of secured promissory note | ' | ' | ' | ' | ' | $750,000 | ' | ' | ' |
Interest rate of secured promissory note | '8¼ | ' | ' | ' | ' | ' | '8¼ | '8¼ | ' |
8¼% | |||||||||
Description of close the merger | ' | 'Under the express terms of the Plan, Airtronic needed to close the Merger with the Company within 60 days following the confirmation date | ' | ' | ' | ' | ' | ' | ' |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | 6-May-13 | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Convertible Notes [Member] | Convertible Notes [Member] | Convertible Notes [Member] | Laurus Master Fund [Member] | Laurus Master Fund [Member] | |||
Convertible Notes [Member] | Convertible Notes [Member] | ||||||
Short-term Debt, Other Disclosures [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Collateral | ' | ' | ' | ' | ' | 'None | 'None |
Interest Rate | ' | ' | ' | 5.00% | ' | 5.00% | 5.00% |
Monthly Payment | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | 1-Jul-13 | ' | 1-Jul-13 | ' | ' | 31-May-13 | 31-May-13 |
Convertible notes payable | $529,309 | $504,309 | $750,000 | ' | $504,309 | $529,309 | $504,309 |
Notes_Payable_Details_1
Notes Payable (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Short-term Debt, Other Disclosures [Abstract] | ' | ' |
Maturity | 1-Jul-13 | ' |
Less: Unamortized debt discount | ' | $350,000 |
Notes payable | 25,000 | 117,600 |
Notes Payable [Member] | ' | ' |
Short-term Debt, Other Disclosures [Abstract] | ' | ' |
Maturity | ' | 1-May-13 |
Notes payable gross | 25,000 | 467,600 |
Less: Unamortized debt discount | ' | -350,000 |
Notes payable | 25,000 | 117,600 |
Private One [Member] | Notes Payable [Member] | ' | ' |
Short-term Debt, Other Disclosures [Abstract] | ' | ' |
Collateral | 'Assets | 'Assets |
Interest Rate | 8.25% | 8.25% |
Monthly Payment | ' | ' |
Maturity | 31-May-13 | 31-May-13 |
Notes payable gross | ' | 375,100 |
Private Two [Member] | Notes Payable [Member] | ' | ' |
Short-term Debt, Other Disclosures [Abstract] | ' | ' |
Collateral | 'None | 'None |
Interest Rate | 10.00% | 10.00% |
Monthly Payment | ' | ' |
Maturity | 31-May-13 | 31-May-13 |
Notes payable gross | 20,000 | 50,000 |
Private Three [Member] | Notes Payable [Member] | ' | ' |
Short-term Debt, Other Disclosures [Abstract] | ' | ' |
Collateral | 'None | 'None |
Interest Rate | 10.00% | 10.00% |
Monthly Payment | ' | ' |
Maturity | 31-Dec-13 | 31-Dec-13 |
Notes payable gross | ' | 37,500 |
Private Four [Member] | Notes Payable [Member] | ' | ' |
Short-term Debt, Other Disclosures [Abstract] | ' | ' |
Collateral | 'None | 'None |
Interest Rate | 5.00% | 5.00% |
Monthly Payment | ' | ' |
Notes payable gross | $5,000 | $5,000 |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Jul. 02, 2013 | 6-May-13 | Sep. 30, 2012 | Dec. 31, 2013 | 6-May-13 | 6-May-13 | 6-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | 6-May-13 | 6-May-13 | |
Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | |||
Investor [Member] | Investor [Member] | Investor [Member] | Minimum [Member] | Maximum [Member] | |||||||||
Minimum [Member] | Maximum [Member] | ||||||||||||
Proceeds from notes payable | ' | ' | ' | ' | ' | $1,926,637 | ' | ' | ' | ' | ' | ' | ' |
Notes conversion into shares of common stock | ' | ' | ' | ' | 1,422,328 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price | ' | ' | ' | $0.25 | $0.50 | ' | $0.25 | ' | ' | ' | ' | ' | ' |
Convertible notes payable | 529,309 | 504,309 | ' | 750,000 | 504,309 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Rate | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' |
Note conversion, description | ' | ' | ' | ' | ' | 'On May 6, 2013, as discussed below, we amended the terms of a $750,000 Note ("Investor Note") payable to a private investor ("Investor") and (i) extended the maturity date to July 1, 2013 | ' | ' | ' | ' | ' | ' | ' |
Notes payable | ' | 25,100 | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' |
Unamortized discount, net | ' | 350,000 | ' | ' | ' | ' | ' | ' | ' | ' | -350,000 | ' | ' |
Warrrant exercise price per share | $0.10 | ' | ' | ' | ' | ' | ' | $0.10 | $0.15 | ' | ' | $0.10 | $0.15 |
Interest rate of secured promissory note | '8¼ | ' | ' | ' | ' | ' | ' | ' | ' | ' | '8¼ | ' | ' |
Gain on conversion of debt | 31,712 | ' | ' | 31,712 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | 360,000 | ' | ' | ' |
Beneficial conversion feature of note | ' | ' | ' | ' | ' | ' | ' | ' | ' | $393,243 | ' | ' | ' |
Debt Instrument, Maturity Date | 1-Jul-13 | ' | ' | 1-Jul-13 | ' | ' | ' | ' | ' | ' | 1-May-13 | ' | ' |
Debt converted into common shares | ' | ' | 3,000,000 | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | ||||
9-May-12 | Aug. 31, 2013 | Jun. 30, 2013 | Jan. 31, 2013 | Jul. 27, 2012 | 15-May-12 | Dec. 31, 2013 | Apr. 03, 2013 | Jun. 30, 2013 | |
Consultant [Member] | Consultant [Member] | ||||||||
Commitments and Contingencies (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting agreement period | '1 year | ' | ' | '3 months | '1 year | '1 year | ' | '12 months | ' |
Issued shares of restricted shares of common stock | 250,000 | ' | ' | 500,000 | 250,000 | 500,000 | ' | 500,000 | 250,000 |
Issued shares of restricted shares of common stock Value | $15,000 | ' | ' | $50,000 | $13,000 | $25,000 | ' | $50,000 | $125,000 |
Issued warrants to purchase shares | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 |
Exercise price | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 |
Fair market value | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 |
Warrant issued date | ' | ' | 1-Jul-13 | ' | ' | ' | ' | ' | ' |
Monthly rental | ' | 299 | ' | ' | ' | ' | ' | ' | ' |
Future minimum lease payments | ' | ' | ' | ' | ' | ' | $2,093 | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | ||
Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Preferred Stock Conversion [Member] | Bronco Acquisition [Member] | |||||
Debt Conversion | Debt Conversion | Debt Conversion | Warrant exercise [Member] | Warrant exercise [Member] | Rent [Member] | Services [Member] | Services [Member] | Services [Member] | Services [Member] | Services [Member] | Services [Member] | Services [Member] | Services [Member] | Stock-based compensation [Member] | Stock-based compensation [Member] | Private placement [Member] | Private placement [Member] | Private placement [Member] | Private placement [Member] | Private placement [Member] | Private placement [Member] | Private placement [Member] | Private placement [Member] | Private Placement For Working Capital [Member] | Private Placement For Working Capital [Member] | Private Placement For Working Capital [Member] | Private Placement For Working Capital [Member] | Note conversion [Member] | Restricted Stock [Member] | Restricted Stock [Member] | |||||
4/28/12 [Member] | 05/21/12 [Member] | 09/10/12 [Member] | 08/19/13 [Member] | 12/18/13 [Member] | 12/31/12 [Member] | 05/21/12 [Member] | 10/15/12 [Member] | 10/15/12 [Member] | 01/01/13 [Member] | 04/14/13 [Member] | 06/25/13 [Member] | 09/25/13 [Member] | 12/11/13 [Member] | 01/10/13 [Member] | 06/25/13 [Member] | 04/14/13 [Member] | 05/31/13 [Member] | 06/06/13 [Member] | 06/25/13 [Member] | 06/30/13 [Member] | 09/20/13 [Member] | 09/25/13 [Member] | 11/11/13 [Member] | 05/21/12 [Member] | 01/16/12 [Member] | 05/18/12 [Member] | 10/15/12 [Member] | 07/01/13 [Member] | 10/15/12 [Member] | 1/1/12 [Member] | |||||
Stockholders' Equity (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Restricted common stock issued, Date of Issue | ' | ' | 28-Apr-12 | 21-May-12 | 10-Sep-12 | 19-Aug-13 | 18-Dec-13 | 31-Dec-12 | 21-May-12 | 15-Oct-12 | 15-Oct-12 | 1-Jan-13 | 15-Apr-13 | 25-Jun-13 | 25-Sep-13 | 11-Dec-13 | 10-Jan-13 | 25-Jun-13 | 15-Apr-13 | 31-May-13 | 6-Jun-13 | 25-Jun-13 | 30-Jun-13 | 20-Sep-13 | 25-Sep-13 | 11-Nov-13 | 21-May-12 | 16-Jan-12 | 18-May-12 | 15-Oct-12 | 1-Jul-13 | 15-Oct-12 | 1-Jan-12 | ||
Shares of common stock | 93,024,117 | 52,263,451 | 3,300,000 | 6,043,801 | 2,202,900 | 3,000,000 | 1,250,000 | 150,000 | 250,000 | 500,000 | 250,000 | 1,000,666 | 500,000 | 310,000 | 66,000 | 66,000 | 11,000,000 | 15,000,000 | 250,000 | 200,000 | 2,150,000 | 408,000 | 260,000 | 1,100,000 | 1,100,000 | 100,000 | 250,000 | 416,667 | 250,000 | 750,000 | 3,000,000 | 500,000 | 4,289,029 | ||
Restricted common stock issued, Price | $0.00 | $0.00 | $0.00 | $0.05 | $0.50 | $0.10 | $0.01 | $0.09 | $0.05 | $0.05 | $0.05 | $0.10 | $0.10 | $0.50 | $0.45 | $0.00 | $0.12 | [1] | $0.26 | [1] | $0.10 | $0.25 | $0.25 | $0.45 | $0.50 | $0.45 | $0.45 | $0.50 | $0.10 | $0.06 | $0.10 | $0.10 | $0.25 | $0.00 | $0.04 |
Restricted common stock issued, Value of Shares | $93,025 | $52,264 | $6,600 | $314,278 | $1,101,450 | $300,000 | $125,000 | $13,500,000 | $13,000 | $25,000 | $13,000 | $99,700 | $50,000 | $155,000 | $29,700 | $66 | $11,000,000 | $15,000 | $25,000 | $50,000 | $537,500 | $183,600 | $130,000 | $495,000 | $495,000 | $50,000 | $25,000 | $25,000 | $25,000 | $50,000 | $750,000 | $1,000 | $150,116 | ||
[1] | * - Stock-based compensation was calculated at fair value on the grant date and the expense is being amortized over the vesting period and service period. $1,682,280 of compensation expense will be recognized over the next twelve months. |
Stockholders_Equity_Details_1
Stockholders' Equity (Details 1) (Common Stock Warrants [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | ||
Warrant A-1 [Member] | ' | |
Issued in connection with or for debt/services | 'Debt | |
Number of common stock warrants | 1,750,000 | [1] |
Exercise price of common stock warrants | $0.10 | |
Issuance date of common stock warrants | 'December 2012 | |
Date vest of common stock warrants | 'December 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award Expiration Date Description | 'December 2015 | |
Warrant A-2 [Member] | ' | |
Issued in connection with or for debt/services | 'Services | |
Number of common stock warrants | 1,000,000 | |
Exercise price of common stock warrants | $0.15 | |
Issuance date of common stock warrants | 'May 2013 | |
Date vest of common stock warrants | 'May 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award Expiration Date Description | 'May 2018 | |
Warrant A-3 [Member] | ' | |
Issued in connection with or for debt/services | 'Services | |
Number of common stock warrants | 500,000 | |
Exercise price of common stock warrants | $0.50 | |
Issuance date of common stock warrants | 'June 2013 | |
Date vest of common stock warrants | 'June 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award Expiration Date Description | 'June 2018 | |
Warrant A-4 [Member] | ' | |
Issued in connection with or for debt/services | 'Services | |
Number of common stock warrants | 1,000,000 | |
Exercise price of common stock warrants | $1 | |
Issuance date of common stock warrants | 'October 2013 | |
Date vest of common stock warrants | 'October 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award Expiration Date Description | 'October 2016 | |
[1] | (1) 1,250,000 shares were exercised on December 18, 2013. We issued the shares in the name of the investor on December 18, 2013 in anticipation of payment. At December 31, 2013 we had not received payment and recorded a stock subscription receivable form the investor. On January 24, 2014 we received the proceeds and released the shares to the investor. |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Warrant A-1 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Share-based compensation, Fair Value | $1,050,000 |
Share-based compensation, Dividend Yield | 0.00% |
Share-based compensation, Volatility | 593.00% |
Share-based compensation, Contractual Lives (Yrs.) | '2 years |
Share-based compensation, Risk-Free Rate | 1.58% |
Warrant A-2 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Share-based compensation, Fair Value | 300,000 |
Share-based compensation, Dividend Yield | 0.00% |
Share-based compensation, Volatility | 593.00% |
Share-based compensation, Contractual Lives (Yrs.) | '5 years |
Share-based compensation, Risk-Free Rate | 0.84% |
Warrant A-3 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Share-based compensation, Fair Value | 250,000 |
Share-based compensation, Dividend Yield | 0.00% |
Share-based compensation, Volatility | 598.12% |
Share-based compensation, Contractual Lives (Yrs.) | '5 years |
Share-based compensation, Risk-Free Rate | 1.20% |
Warrant A-4 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Share-based compensation, Fair Value | $800,000 |
Share-based compensation, Dividend Yield | 0.00% |
Share-based compensation, Volatility | 647.97% |
Share-based compensation, Contractual Lives (Yrs.) | '3 years |
Share-based compensation, Risk-Free Rate | 0.64% |
Stockholders_Equity_Details_3
Stockholders' Equity (Details 3) (Warrant [Member], USD $) | 0 Months Ended | 12 Months Ended | ||||
Dec. 18, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
0.10 Exercise Price [Member] | 0.15 Exercise Price [Member] | 0.50 Exercise Price [Member] | 1.00 Exercise Price [Member] | 0.37 Exercise Price [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Range of Exercise Prices, Outstanding | ' | $0.10 | $0.15 | $0.50 | $1 | $0.37 |
Weighted Average Number Outstanding | ' | 1,750,000 | 1,000,000 | 500,000 | 1,000,000 | 4,250,000 |
Outstanding Remaining Contractual Life (in yrs.) | ' | '2 years | '4 years 6 months | '4 years 9 months | '4 years 6 months | '3 years 10 months 24 days |
Weighted Average Exercise Price, Outstanding | ' | $0.10 | $0.15 | $0.50 | $1 | $0.37 |
Number of shares, Exercisable | ' | 1,750,000 | ' | ' | 1,000,000 | 2,750,000 |
Weighted Average Exercise Price, Exercisable | ' | $0.10 | ' | ' | $1 | $0.43 |
Shares Exercised during the period | 1,250,000 | ' | ' | ' | ' | ' |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | 6-May-13 | Dec. 31, 2013 | 6-May-13 | Dec. 31, 2013 | |
Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | |||
Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ' | ' | ' | ' |
Preferred stock, par value | $0.00 | $0.00 | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 175,000,000 | 175,000,000 | ' | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | ' | ' | ' | ' |
Common stock, shares issued | 93,024,117 | 52,263,451 | ' | ' | ' | ' |
Common stock, shares outstanding | 93,024,117 | 52,263,451 | ' | ' | ' | ' |
Stock-based compensation expense | $1,682,280 | ' | ' | ' | ' | ' |
Fair value of warrants exercise price | $0.10 | ' | $0.10 | $0.15 | $0.15 | $1 |
Intrinsic value of warrants outstanding | $912,500 | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred Tax Assets, Net [Abstract] | ' | ' |
Net operating loss | $1,781,765 | $103,368 |
Stock compensation | 2,075,853 | 21,112 |
Accrued expenses | 65,941 | 96,377 |
Accrued interest receivable | -23,782 | ' |
Gross deferred tax assets | 3,899,777 | 220,857 |
Less: Valuation Allowance | -3,899,777 | -220,857 |
Net deferred tax assets | ' | ' |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ' | ' |
Federal statutory rate | 34.00% | 34.00% |
State income taxes, net of federal benefit | 5.80% | 5.80% |
Decrease in income taxes resulting from: | ' | ' |
Change in valuation allowance | -39.80% | -39.80% |
Effective tax rate | 0.00% | 0.00% |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes (Textual) | ' | ' |
Effective income tax rate | 0.00% | 0.00% |
Net loss | ($9,297,253) | ($519,906) |
Pre-tax loss from continuing operations | -9,026,032 | -310,984 |
Pre-tax loss from discontinued operations | -271,221 | -208,922 |
Federal net operating loss carryforward will expire beginning in 2024 | 4,473,000 | ' |
Unrecognized Tax Benefits | 0 | ' |
Unrecognized Tax Benefits, Income Tax interest or Penalties Expense | 0 | 0 |
Income tax benefits for the losses | $0 | $0 |
Loss_Per_Common_Share_Details
Loss Per Common Share (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | |||
Numerator: | ' | ' | ||
Loss from continuing operations | ($9,026,032) | ($310,984) | ||
Loss from discontinued operations | -271,221 | -208,922 | ||
Loss attributable to the noncontrolling interest | 0 | -28,815 | ||
Net loss | -9,297,253 | -519,906 | ||
Denominator: | ' | ' | ||
Weighted-average shares outstanding | 74,484,164 | 45,302,055 | ||
Effect of dilutive securities (1) | ' | [1] | ' | [1] |
Weighted-average diluted shares | 74,484,164 | 45,302,055 | ||
Loss per common share - basic and diluted: | ' | ' | ||
Continuing operations | ($0.12) | ($0.01) | ||
Discontinued operations | ' | ' | ||
Attributable to the noncontrolling interest | ' | ' | ||
Total - basic and diluted | ($0.12) | ($0.01) | ||
[1] | (1) The following common stock equivalents outstanding as of December 31, 2013 and 2012 were not included in the computation of dilutive loss per share because the net effect would have been anti-dilutive: |
Acquisition_and_Disposition_of2
Acquisition and Disposition of Bronco Communications, LLC and Discontinued Operations (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Acquisitions [Abstract] | ' |
Cash and cash equivalents | $5,325 |
Accounts receivable | 53,342 |
Property and equipment | 63,792 |
Total Assets | 122,459 |
Accounts payable and accrued expenses | 79,536 |
Notes payable | 71,498 |
Total Liabilities | 151,034 |
Goodwill | 351,653 |
Net Assets Acquired | 323,078 |
Fair value of common stock issued | 150,116 |
Fair value of non-controlling interest | 172,962 |
Fair value of net assets acquired | $322,078 |
Acquisition_and_Disposition_of3
Acquisition and Disposition of Bronco Communications, LLC and Discontinued Operations (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Loss from discontinued operations | ($271,221) | ($208,922) |
Bronco Communications Llc [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Net sales | ' | 144,337 |
Cost of goods sold | ' | 114,071 |
Gross profit | ' | 30,266 |
Selling, general and administrative expenses | 25,477 | 236,564 |
Loss on sale of assets of discontinued operations | 245,744 | 0 |
Interest expense | ' | 7,000 |
Other income | ' | -4,376 |
Loss before provision for income taxes | -271,722 | -208,922 |
Provision for income taxes | ' | ' |
Loss from discontinued operations | ($271,722) | ($208,922) |
Acquisition_and_Disposition_of4
Acquisition and Disposition of Bronco Communications, LLC and Discontinued Operations (Details 2) (USD $) | Dec. 31, 2013 |
Assets | ' |
Cash and cash equivalents | $96 |
Property and equipment, net | 43,384 |
Goodwill | 351,653 |
Assets of discontinued operations | 395,133 |
Liabilities | ' |
Accounts payable and accrued expenses | 33,974 |
Liabilities of discontinued operations | $33,974 |
Acquisition_and_Disposition_of5
Acquisition and Disposition of Bronco Communications, LLC and Discontinued Operations (Details Textual) (Bronco Communications Llc [Member], USD $) | 1 Months Ended |
Jan. 31, 2012 | |
Bronco Communications Llc [Member] | ' |
Business Acquisition [Line Items] | ' |
Business acquisition, percentage of acquired interests | 51.00% |
Business acquisition, percentage of noncontrolling interests | 49.00% |
Business acquisition, number of shares issued, shares | 4,289,029 |
Business acquisition, number of shares issued, value | $150,116 |
Business acquisition, issued price per share | $0.04 |
Acquired goodwill | $351,653 |