Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 19, 2013 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'NUTRA PHARMA CORP | ' |
Entity Central Index Key | '0001119643 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'NPHC | ' |
Entity Common Stock, Shares Outstanding | ' | 951,073,019 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Cash | $25,514 | $7,559 |
Accounts receivable, net | 28,482 | 38,314 |
Prepaid expenses and other current assets | 164,828 | 200,868 |
Total current assets | 218,824 | 246,741 |
Property and equipment, net | 28,278 | 39,515 |
Other assets | 19,093 | 16,621 |
Total assets | 266,195 | 302,877 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ' | ' |
Accounts payable | 996,349 | 800,860 |
Accrued expenses | 948,817 | 964,673 |
Due to officers | 691,779 | 723,386 |
Derivative Warrant Liability | 847,892 | 18,727 |
Other debt | 1,350,310 | 1,371,574 |
Total current liabilities | 4,835,147 | 3,879,220 |
Commitments and Contingencies (See Note 8) | 0 | 0 |
Stockholders' deficit: | ' | ' |
Common stock, $0.001 par value, 2,000,000,000 shares authorized; 925,073,019 shares issued and outstanding at September 30, 2013, 561,773,778 shares issued and outstanding at December 31, 2012 | 925,073 | 561,774 |
Additional paid-in capital | 35,879,078 | 33,505,739 |
Accumulated deficit | -41,373,103 | -37,643,856 |
Total stockholders' deficit | -4,568,952 | -3,576,343 |
Total liabilities and stockholders' deficit | $266,195 | $302,877 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets [Parenthetical] (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 925,073,019 | 561,773,778 |
Common stock, shares outstanding | 925,073,019 | 561,773,778 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Net sales | $39,268 | $13,221 | $99,129 | $44,456 |
Cost of sales | 6,167 | 4,260 | 29,773 | 10,626 |
Gross profit | 33,101 | 8,961 | 69,356 | 33,830 |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative - including stock based compensation of $495,613 and $434,021, for the nine months ended September 30, 2013 and 2012, respectively | 577,462 | 213,987 | 1,304,004 | 1,047,794 |
Total other costs and expenses | 577,462 | 213,987 | 1,304,004 | 1,047,794 |
Net Loss from Operations | -544,361 | -205,026 | -1,234,648 | -1,013,964 |
Other Expenses | ' | ' | ' | ' |
Interest expense | -43,981 | -39,772 | -124,140 | -114,963 |
Change in fair value of derivatives | -1,446,489 | -57,986 | -1,696,557 | -83,447 |
Loss on settlement of debt and accounts payable, net | -611,968 | 0 | -673,902 | -213,090 |
Total other income (expense), net | -2,102,438 | -97,758 | -2,494,599 | -411,500 |
Net loss before income taxes | -2,646,799 | -302,784 | -3,729,247 | -1,425,464 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | ($2,646,799) | ($302,784) | ($3,729,247) | ($1,425,464) |
Net loss per share - basic and diluted (in dollars per share) | $0 | $0 | ($0.01) | $0 |
Weighted average number of shares outstanding during the period - basic and diluted (in shares) | 649,511,879 | 381,086,075 | 666,613,022 | 371,289,580 |
Consolidated_Condensed_Stateme
Consolidated Condensed Statements of Operations [Parenthetical] (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Stock-based compensation | $495,613 | $434,021 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($3,729,247) | ($1,425,464) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Loss on settlement of accounts payable | 673,902 | 213,090 |
Loss on note payable default | 0 | 100,000 |
Depreciation and amortization | 11,237 | 11,250 |
Stock-based compensation | 455,770 | 434,021 |
Stock issued for loan extension | 20,800 | 0 |
Change in fair value of derivative | 1,696,557 | 83,447 |
Non-cash interest expense-shareholders | 24,373 | 24,034 |
Amortization of loan discount | 1,988 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Decrease in accounts receivables | 9,832 | 28,375 |
Decrease in prepaid stock-based compensation | 39,843 | 0 |
Decrease in prepaid expenses | -3,803 | 0 |
Increase in other assets | -2,472 | 0 |
Increase in accounts payable | 352,332 | -56,903 |
Increase in accrued expenses | 32,264 | 18,605 |
Net cash used in operating activities | -416,624 | -569,545 |
Cash flows from investing activities: | 0 | 0 |
Cash flows from financing activities: | ' | ' |
Common stock sold for cash | 45,000 | 270,000 |
Proceeds from payment of subscription receivable | 0 | 8,000 |
Loans from officers | 125,979 | 151,138 |
Repayment of officers loans | -18,300 | -9,478 |
Proceeds from convertible notes | 220,000 | 115,000 |
Proceeds from other notes payable | 75,000 | 79,000 |
Repayments of other notes payable | 0 | -35,000 |
Proceeds from notes payable-related party | 30,000 | 0 |
Repayments of notes payable-related party | -43,100 | 0 |
Net cash provided by financing activities | 434,579 | 578,660 |
Net increase in cash | 17,955 | 9,115 |
Cash - beginning of period | 7,559 | 0 |
Cash - end of period | 25,514 | 9,115 |
Supplemental Cash Flow Information: | ' | ' |
Cash paid for interest | 59,275 | 61,076 |
Cash paid for income taxes | 0 | 0 |
Non cash Financing and Investing: | ' | ' |
Shares issued in settlement of notes and accounts payable | 654,747 | 253,648 |
Shares issued to satisfy debt | 1,392,686 | 680,659 |
Shares issued to satisfy debt-related party | $162,500 | $0 |
BASIS_OF_PRESENTATION_AND_SUMM
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' | |||||||
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Organization | ||||||||
Nutra Pharma Corp. ("Nutra Pharma"), is a holding company that owns intellectual property and operates in the biotechnology industry. Nutra Pharma incorporated under the laws of the state of California on February 1, 2000, under the original name of Exotic-Bird.com. | ||||||||
Through its wholly-owned subsidiary, ReceptoPharm, Inc. (“ReceptoPharm”), Nutra Pharma conducts drug discovery research and development activities. In October 2009, Nutra Pharma launched its first consumer product called Cobroxin®, an over-the-counter pain reliever designed to treat moderate to severe chronic pain. In May 2010, Nutra Pharma launched its second consumer product called Nyloxin®, an over-the-counter pain reliever that is a stronger version of Cobroxin® and is designed to treat severe chronic pain. | ||||||||
Basis of Presentation and Consolidation | ||||||||
The Condensed Consolidated Unaudited Financial statements and notes are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Interim results are not necessarily indicative of results for a full year. Therefore, the interim Condensed Consolidated Unaudited Financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K. | ||||||||
The accompanying Condensed Consolidated Unaudited Financial statements include the results of Nutra Pharma and its wholly-owned subsidiaries Designer Diagnostics Inc. and ReceptoPharm (collectively "the Company", “us”, “we” or “our”). We operate as one reportable segment. All intercompany transactions and balances have been eliminated in consolidation. | ||||||||
Liquidity and Going Concern | ||||||||
Our condensed consolidated unaudited financial statements are presented on a going concern basis, which contemplate the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced recurring, significant losses from operations, and have an accumulated deficit of $41,373,103 at September 30, 2013. In addition, we had respective working capital and stockholders’ deficits at September 30, 2013 of $4,616,323 and $4,568,952. | ||||||||
There is substantial doubt regarding our ability to continue as a going concern which is contingent upon our ability to secure additional financing, increase ownership equity and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate. | ||||||||
As of September 30, 2013, we do not have sufficient cash to sustain our operations for the next year and will require additional financing in order to execute our operating plan and continue as a going concern. Since our sales are not currently adequate to fund our operations, we continue to rely principally on debt and equity funding; however proceeds from such funding have not been sufficient to execute our business plan. Our plan is to attempt to secure adequate funding until sales of our pain products are adequate to fund our operations. We cannot predict whether additional financing will be available, and/or whether any such funding will be in the form of equity, debt, or another form. In the event that these financing sources do not materialize, or if we are unsuccessful in increasing our revenues and profits, we will be unable to implement our current plans for expansion, repay our obligations as they become due and continue as a going concern. | ||||||||
The accompanying Condensed Consolidated Unaudited 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. | ||||||||
Use of Estimates | ||||||||
The accompanying Condensed Consolidated Unaudited Financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense. Significant estimates include our ability to continue as going concern, the recoverability of inventories and long-lived assets, and the valuation of stock-based compensation and certain debt and warrant liabilities. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known. | ||||||||
Revenue Recognition | ||||||||
In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Provision for sales returns is estimated based on our historical return experience. Revenue is presented net of returns and allowances for returns. | ||||||||
Cash and Cash Equivalents | ||||||||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. | ||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ||||||||
The Company grants credit without collateral to its customers based on the Company’s evaluation of a particular customer’s credit worthiness. In addition, allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Accounts receivable are written off after collection efforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for doubtful accounts, while subsequent recoveries are netted against the provision for doubtful accounts expense. The Company generally does not charge interest on accounts receivable. | ||||||||
Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. | ||||||||
Financial Instruments and Concentration of Credit Risk | ||||||||
Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Other than certain warrant and convertible instruments (derivative financial instruments) and liabilities to related parties (for which it was impracticable to estimate fair value due to uncertainty as to when they will be satisfied and a lack of similar type transactions in the marketplace), we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value. | ||||||||
Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. We do not hold or issue financial instruments for trading purposes. There were no sales concentrations at September 30, 2013. | ||||||||
Derivative Financial Instruments | ||||||||
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. For complex embedded derivatives, the Company uses a Dilution-Adjusted Black-Scholes method to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | ||||||||
Property and Equipment and Long-Lived Assets | ||||||||
Property and equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements, maintenance and repairs which do not extend the useful lives are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of 3 – 7 years. | ||||||||
Property and equipment consists of the following at September 30, 2013 and December 31, 2012: | ||||||||
September | December 31, | |||||||
30, 2013 | 2012 | |||||||
Computer equipment | $ | 21,918 | $ | 21,918 | ||||
Furniture and fixtures | 34,757 | 34,757 | ||||||
Lab equipment | 42,129 | 42,129 | ||||||
Telephone equipment | 12,421 | 12,421 | ||||||
Office equipment – other | 2,629 | 2,629 | ||||||
Leasehold improvements | 67,417 | 67,417 | ||||||
Total | 181,271 | 181,271 | ||||||
Less: Accumulated depreciation and amortization | -152,993 | -141,756 | ||||||
Property and equipment, net | $ | 28,278 | $ | 39,515 | ||||
We review our long-lived assets for recoverability if events or changes in circumstances indicate the assets may be impaired. At September 30, 2013, we believe the carrying values of our long-lived assets are recoverable. Depreciation expense for the three and nine months ended September 30, 2013 was $3,746 and $11,237, respectively. | ||||||||
Stock-Based Compensation | ||||||||
We account for stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation (ASC Topic 718). ASC Topic 718, which requires that the cost resulting from all share-based transactions be recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions. | ||||||||
Net Loss Per Share | ||||||||
Net loss per share is calculated in accordance with ASC Topic 260, Earnings per Share. Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive or have no effect on earnings per share. As of September 30, 2013 and September 30, 2012, the following items were not included in dilutive loss as the effect is anti-dilutive: | ||||||||
September 30, | September 30, | |||||||
2013 | 2012 | |||||||
Options and warrants | 144,856,667 | 47,921,667 | ||||||
Convertible notes payable | 44,253,119 | 19,793,996 | ||||||
Total | 189,109,786 | 67,715,663 | ||||||
Reclassifications | ||||||||
Certain amounts in the 2012 Condensed Consolidated Unaudited Financial statements have been reclassified to conform to the current period presentation. | ||||||||
Recent Accounting Pronouncements | ||||||||
We have determined that all recently issued accounting standards have not and will not have a material impact on our Condensed Consolidated Unaudited Financial statements. | ||||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||||||||
2. FAIR VALUE MEASUREMENTS | |||||||||||||||||
Certain assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2013 are measured in accordance with FASB ASC Topic 820-10-05, Fair Value Measurements. FASB ASC Topic 820-10-05 defines fair value, establishes a framework for measuring fair value and expands the disclosure requirements regarding fair value measurements for financial assets and liabilities as well as for non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis in the financial statements. | |||||||||||||||||
The statement requires fair value measurement be classified and disclosed in one of the following three categories: | |||||||||||||||||
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |||||||||||||||||
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and | |||||||||||||||||
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). | |||||||||||||||||
The following table summarizes our financial instruments measured at fair value as of September 30, 2013 and December 31, 2012: | |||||||||||||||||
Fair Value Measurements at September 30, 2013 | |||||||||||||||||
Liabilities: | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Warrant liability | $ | 847,892 | $ | - | $ | - | $ | 847,892 | |||||||||
Convertible notes at fair value | $ | 738,216 | $ | - | $ | - | $ | 738,216 | |||||||||
Fair Value Measurements at December 31, 2012 | |||||||||||||||||
Liabilities: | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Warrant liability | $ | 18,727 | $ | - | $ | - | $ | 18,727 | |||||||||
Convertible notes at fair value | $ | 588,091 | $ | - | $ | - | $ | 588,091 | |||||||||
The following table shows the changes in fair value measurements using significant unobservable inputs (Level 3) during the nine months ended September 30, 2013: | |||||||||||||||||
Description | September 30, | ||||||||||||||||
2013 | |||||||||||||||||
Beginning balance | $ | 18,727 | |||||||||||||||
Purchases, issuances, and settlements | -972,240 | ||||||||||||||||
Total loss or (gain) included in earnings (1) | 143,075 | ||||||||||||||||
Ending balance | $ | 847,892 | |||||||||||||||
(1) The gain or loss related to the revaluation of our warrant liability is included in “Change in fair value of derivatives” in the accompanying condensed consolidated statement of operations. | |||||||||||||||||
The Company values its warrants using a Dilution-Adjusted Black-Scholes Model. Assumptions used include (1) 0.36% to 1.39% risk-free rate, (2) warrant life is the remaining contractual life of the warrants, (3) expected volatility of 124% to 236% (4) zero expected dividends (5) exercise price set forth in the agreements (6) common stock price of the underlying share on the valuation date, and (7) number of shares to be issued if the instrument is converted (See note 5). | |||||||||||||||||
The following table summarizes the significant terms of each of the debentures for which the entire hybrid instrument is recorded at fair value as of September 30, 2013: | |||||||||||||||||
Conversion Price - | |||||||||||||||||
Lower of Fixed Price | |||||||||||||||||
or Percentage of | |||||||||||||||||
VWAP for Look-back | |||||||||||||||||
Period | |||||||||||||||||
Debenture | Default | Anti- | |||||||||||||||
Dilution | |||||||||||||||||
Issuance | Face | Interest Rate | Interest | Adjusted | % | Look-back | |||||||||||
Year | Amount | Rate | Price | Period | |||||||||||||
2013 | 738,216 | 8%-20% | n/a | $0.0022-$0.0242 | 55%-85% | 10 to 20 Days | |||||||||||
The following table shows the changes in fair value measurements using significant unobservable inputs (Level 3) during the nine months ended September 30, 2013 for the Convertible Notes: | |||||||||||||||||
September 30, | |||||||||||||||||
2013 | |||||||||||||||||
Description | |||||||||||||||||
Beginning balance | $ | 588,091 | |||||||||||||||
Purchases, issuances, and settlements | 462,420 | ||||||||||||||||
Day one loss on value of hybrid instrument | 1,655,861 | ||||||||||||||||
(Gain) loss from change in fair value | -386,723 | ||||||||||||||||
Conversion to common stock | -1,581,433 | ||||||||||||||||
Ending balance | $ | 738,216 | |||||||||||||||
SETTLEMENT_OF_ACCOUNTS_AND_NOT
SETTLEMENT OF ACCOUNTS AND NOTE PAYABLE | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
Short-term Debt [Text Block] | ' |
3. SETTLEMENT OF ACCOUNTS AND NOTE PAYABLE | |
At December 31, 2011, the Company owed Immunoclin, Ltd. (“Immunoclin”) $80,389 representing the balance of invoices for clinical services. On December 20, 2012, the Company issued an $80,000 note payable at 8% to Immunoclin in exchange for the outstanding accounts payable. $20,000, $40,000 and $20,000 of the debt were assigned to Coventry Enterprises, LLC (“Coventry”) on December 20, 2012, January 7, 2013, and March 13, 2013, respectively. Coventry made the first conversion of 2,565,102 shares of Company’s common stock to satisfy the debt of $20,000 on December 20, 2012. The Company issued two Convertible Redeemable Notes for the remaining amount of $40,000 and $20,000 on January 7, 2013, and March 13, 2013. Coventry made the conversion of a total of 15,119,481 shares of the company’s restricted stock satisfying the remaining notes in full during the nine months ended September 30, 2013. The Company elected to account for these hybrid contracts under the guidance of FASB ASC Topic 815 Derivatives & Hedging. The fair value has been defined as the common stock equivalent value, enhanced by the fair value of the default put plus the present value of the coupon. The Company recorded a loss of $65,039 on the settlement and the change in fair value of derivatives in the amount of $4,885 during the nine months ended September 30, 2013. | |
During August and September, 2013, the Company issued 3,000,000 shares of the company’s restricted stock to settle the outstanding accounts payable in aggregate of $38,528 with two vendors. The shares were valued at $0.018 per share. The Company recorded a total loss of $15,472 on the settlement date (See Note 6). | |
During September, 2013, the Company issued 25,000,000 shares of the company’s restricted stock and 25,000,000 warrants to purchase stock at an exercise price of $0.030 to settle the outstanding accounts payable of $112,621. The shares were valued at $0.015 per share (See Note 6). The Company classified embedded conversion features in the warrants as a derivative liability. The warrants were valued at their fair value of $243,146 and $263,910, respectively using the Black-Scholes method at the commitment and re-measurement dates of September 16, 2013 and September 30, 2013, respectively. The Company recorded a loss of $505,525 on the settlement date (See Note 7). | |
During September, 2013, Mr. Harold H. Rumph (ReceptoPharm’s CEO) accepted 14,800,000 shares of the Company’s restricted common stock as a repayment to discharge $37,000 of his accrued salary to the Company (See Note 6). | |
DUE_TO_OFFICERS
DUE TO OFFICERS | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Due To Officers [Text Block] | ' | |||||||
4. DUE TO OFFICERS | ||||||||
At September 30, 2013 and December 31, 2012, the balance due to officers consisted of the following: | ||||||||
September | December 31, | |||||||
30, 2013 | 2012 | |||||||
An unsecured demand loan from our President and CEO, Rik Deitsch. The loan bears interest at 4%. The loan balance at September 30, 2013 and December 31, 2012, respectively, includes accrued interest payable of $343,630 and $324,853. | $ | 570,124 | $ | 606,168 | ||||
A loan from Paul Reid, the President of ReceptoPharm bearing interest at a rate of 5% per annum, due on demand and secured by certain intellectual property of ReceptoPharm having a zero cost at September 30, 2013 and December 31, 2012. The accrued interest at September 30, 2013 and December 31, 2012 was $41,829 and $37,392, respectively. | 121,655 | 117,218 | ||||||
Ending balances | $ | 691,779 | $ | 723,386 | ||||
During the nine months ended September 30, 2013, we borrowed $125,979 and repaid $18,300 to Mr. Deitsch. In addition, Mr. Deitsch accepted a total of 50,000,000 shares of the Company’s restricted common stock as a repayment to discharge $162,500 of his outstanding loan to the Company in nine months ended September 30, 2013(See note 6). | ||||||||
OTHER_DEBT
OTHER DEBT | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Other Debt [Text Block] | ' | |||||||
5. OTHER DEBT | ||||||||
Other debt (all short-term) consists of the following at September 30, 2013 and December 31, 2012: | ||||||||
September | December | |||||||
30, 2013 | 31, 2012 | |||||||
Note payable – Related Party (1) | $ | 176,900 | $ | 190,000 | ||||
Notes payable – Non Related Parties (2) | 435,194 | 593,483 | ||||||
Convertible notes payable, at fair value (3) | 738,216 | 588,091 | ||||||
Ending balances | $ | 1,350,310 | $ | 1,371,574 | ||||
-1 | At September 30, 2013, the balance of $176,900 consisted of the following loans: | |||||||
· | During the third quarter of 2010 we borrowed $200,000 from one of our directors. We repaid $20,000 during the third quarter of 2012 and 2013. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along withinterest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. At September 30, 2013, we owed this director accrued interest of $112,281. | |||||||
· | During January and February 2013, the Company received a total of $30,000 from DMH International, Inc., a company controlled by the CEO of the Company and repaid $30,000 in full and advanced DMH $3,100 during the nine months ended September 30, 2013. The notes are unsecured, non-interest bearing, and due on demand. The Company recorded $1,159 of imputed interest related to DMH’s loan payable as in-kind contribution at September 30, 2013. | |||||||
-2 | At September 30, 2013, the balance of $435,194 consisted of the following loans: | |||||||
· | In May 2011, the Company received a loan for $25,000 from a non-related party. This loan was expected to be repaid no later than December 31, 2011, along with interest calculated at 10% for the first month plus 12% after 30 days from funding. This loan is guaranteed by an officer of the Company. The Company was unable to repay the loan and they continue to accrue interest. At September 30, 2013, the accrued interest payable was $11,287. | |||||||
· | In May 2011, the Company received another loan for $25,000 from a non-related party. This loan was expected to be repaid no later than December 31, 2011, along with interest calculated at 10% for the first month plus 12% after 30 days from funding. This loan is guaranteed by an officer of the Company. On September 16, 2013, the non-related party accepted a total of 8,472,750 shares of the Company’s restricted common stock as a repayment to discharge $25,000 of his outstanding loan and accrued interest of $11,120 (See note 6). | |||||||
· | In July 2013, the Company issued a promissory note to the Michael McDonald Trust in the amount of $75,000 bearing interest at a rate of 2%.The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 1,000,000 shares of the Company's common stocks (See note 6). The Company has recorded a debt discount in the amount of $3,977 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $3,977 was amortized over the term of the debt. Amortization for the three and nine months ended September 30, 2013 was $1,988. In the event of default, the Company will issue an additional 1,000,000 share of the Company’s common stocks on the date that is fifteen days after the maturity date (See Note 6). | |||||||
· | At December 31, 2012, the total amount of the Company’s debt assigned to Southridge was $483,482. In connection with the debt sales to Southridge, the Company recorded loss on settlement of accounts payable for $63,490 in statement of operations at December 31, 2012. During the first quarter of 2013, the suit was voluntarily dismissed involving debt held by Southridge for $483,482. The debt was reverted back to the original holders. | |||||||
In April, 2013, $88,500 of the debt held by Michael McDonald Trust was assigned to Coventry Enterprises, LLC (“Coventry”) in the form of a Convertible Redeemable Note bearing interest of 8% annum. Coventry was entitled to convert all or any amount of the this note into shares of the Company's common stock (the "Common Stock") at a conversion price ("Conversion Price") for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 trading days immediately preceding the Conversion Date. Following the agreements with Coventry, Coventry made the conversions for a total of 31,416,845 shares of the company’s restricted stock during the second quarter of 2013 satisfying the notes in full at the fair value of $186,646. | ||||||||
In June, 2013, $57,800 of the debt was assigned to Coventry for a consideration of $60,000 from Baker Donelson Bearman Caldwell & Berkowitz, PC. in the form of Convertible Redeemable Notes bearing interest of 8% annum. The Company recorded a loss of $2,200 on settlement during the nine months ended September 30, 2013. Coventry was entitled to convert all or any amount of the these notes into shares of the Company's common stock (the "Common Stock") at a conversion price ("Conversion Price") for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during 20 trading days . Following the agreements, Coventry made the conversions for a total of 27,272,727 shares of the company’s restricted stock satisfying the notes in full at the fair value of $167,495. | ||||||||
As a result of the debt assignments and conversions with Coventry, the remaining balance of the debt at September 30, 2013 is $337,182 which consisted of the following loans: | ||||||||
i. | On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (“LPR”), the Company agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. This settlement amount was recorded as general and administrative expenses on the date of the settlement. We did not make the December 2011 or January 2012 payments and on January 26, 2012, we signed the first amendment to the settlement agreement whereunder we agreed to pay $175,000 which was the balance outstanding at December 31, 2011(this includes a $25,000 penalty for non-payment). | |||||||
The Company repaid $25,000 during the three months ended March 31, 2012. The Company did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 5,714,326 shares of the Company’s free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). The $100,000 default was expensed during the quarter ended March 31, 2012. The balance due to LPR at September 30, 2012 was $250,000. LPR sold the note to Southridge Partners, LLP (“Southridge”) for consideration of $281,772 in October 2012. The debt was reverted back to the Company (See note 8). | ||||||||
ii. | At September 30, 2012, the Company owed University Centre West Ltd. approximately $55,410, which was assigned and sold to Southridge and subsequently reverted back to the Company . | |||||||
-3 | At September 30, 2013, the balance of $738,216 consisted of the following convertible loans: | |||||||
· | In September and October 2011, the Company borrowed $250,000 each (aggregating $500,000) from two non-related parties. The principal of these loans were to be repaid with a balloon payment on or before October 1, 2012. On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days. Interest on these loans is payable monthly beginning in November 2011 with interest calculated at 20% and 12%, each, respectively. At September 30, 2013 and December 31, 2012, the accrued interest payable was $6,664 and $10,833, respectively | |||||||
On April 30, 2013, the parties amended the notes to further extend the maturity date to November 3, 2013. The Company issued a total of 4,000,000 restricted shares to the note holders in connection with the amendment at a fair value of $20,800 (See note 6). | ||||||||
During nine months ended September 30, 2013, one of the Notes holders made the conversions of a total of 34,254,004 shares of the company’s restricted stock satisfying the notes in the amount of $125,000 with a fair value of $317,391 on the date of conversion. During August and September, 2013, $150,000 of the debts were assigned to three non-related parties in the form of a Convertible Redeemable Note bearing interest of 8% annum at with a conversion price for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 to 20 trading days immediately preceding the Conversion Date. Following the assignments, the conversions for a total of 64,052,862 shares of the company’s restricted stock were made in satisfying the notes of $150,000 at the fair value of $475,519 (See note 6). | ||||||||
At September 30, 2013, the remaining balance of these convertible notes payable, at fair value, was recorded at $291,127. | ||||||||
· | On March 22, 2013, the Company issued a Convertible Debenture in the amount of $20,000 to Coventry Enterprises, LLC (“Coventry”). The note carries interest at 10% and is due on March 22, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.0075, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $24,931. Coventry made the conversions of a total of 8,810,572 shares of the company’s restricted stock satisfying the notes in full with a fair value of $188,747on September 4, 2013(See note 7). | |||||||
In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 2,600,000 shares of the Company’s common stock at an exercise price of $0.01 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $21,226 and $41,254, respectively using the Black-Scholes method at the commitment and re-measurement dates of March 22, 2013 and September 30, 2013, respectively. | ||||||||
· | On July 10, 2013, the Company issued a Convertible Debenture in the amount of $30,000 to Christopher Castaldo in connection with an agreement for investor relation services (See Note 6). The note carries interest at 8% and is due on January 10, 2014, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of $.005. | |||||||
In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $5,284. At September 30, 2013, this convertible note payable, at fair value, was recorded at $98,431. | ||||||||
· | On September 3, 2013, the Company issued a Convertible Debenture in the amount of $100,000 to Coventry Enterprises, LLC (“Coventry”). The note carries interest at 10% and is due on September 3, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.018, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the twenty trading days preceding the conversion date. | |||||||
In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $957,567. At September 30, 2013, this convertible note payable, at fair value, was recorded at $205,029. | ||||||||
In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 20,000,000 shares of the Company’s common stock at an exercise price of $0.025 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $445,638 and $315,446, respectively using the Black-Scholes method at the commitment and re-measurement dates of September 3, 2013 and September 30, 2013, respectively. | ||||||||
· | On September 12, 2013, the Company issued a Convertible Debenture in the amount of $70,000 to Coventry Enterprises, LLC (“Coventry”). The note carries interest at 10% and is due on September 12, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.02, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the twenty trading days preceding the conversion date. | |||||||
In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $309,055. At September 30, 2013, this convertible note payable, at fair value, was recorded at $143,629. | ||||||||
In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 15,000,000 shares of the Company’s common stock at an exercise price of $0.025 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $262,230 and $236,696, respectively using the Black-Scholes method at the commitment and re-measurement dates of September 12, 2013 and September 30, 2013, respectively. | ||||||||
In the evaluation of these financing arrangements, the Company concluded that these conversion features did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable. | ||||||||
The Company elected to account for these hybrid contracts under the guidance of ASC 815-15-25-4. The fair value has been defined as the common stock equivalent value, enhanced by the fair value of the default put plus the present value of the coupon. | ||||||||
The holder of this convertible note has substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of these events the lender may be entitled to receive significant amounts of additional stock above the amounts for conversion. | ||||||||
Furthermore, there are additional events that could cause the lender to be due additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Company’s stock, etc. If the lender receives additional shares of the Company’s commons stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Company’s common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders | ||||||||
STOCKHOLDERS_DEFICIT
STOCKHOLDERS' DEFICIT | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||
Stockholders Equity Note Disclosure [Text Block] | ' | |||||||
6. STOCKHOLDERS' DEFICIT | ||||||||
Private Placements of Common Stock | ||||||||
During third quarter of 2013, the Company sold an aggregate of 21,000,000 shares of restricted common stock to two investors at a price per share range from $0.001 to $0.0042 and received proceeds of $45,000. | ||||||||
Shares Issued to Employees and Directors | ||||||||
On September 3, 2013, the Board of Directors approved a resolution for the issuance of 1,000,000 shares of the Company’s restricted common stock to an Employee of the Company. The issuance was valued at $0.0229 per share, which was the fair market value of the Company’s common stock on the date of issuance. | ||||||||
Common Stock Issued for Services | ||||||||
During September, 2013, the Company issued a total of 1,500,000 shares of the Company’s restricted common stock to two consultants for consulting services rendered. The shares were valued at $0.0229 per share. The Company recorded an equity compensation charge of $34,350 during the three months ended September 30, 2013. | ||||||||
During August, 2013, the Company issued a total of 6,000,000 shares of the Company’s restricted common stock to two consultants for investor relation services for six months. The shares were valued at $0.0173 per share. The Company recorded an equity compensation charge of $18,718 during the three months ended September 30, 2013. The remaining unrecognized compensation cost of $85,082 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period of five months. | ||||||||
During August, 2013, the Company issued 2,000,000 shares of the Company’s restricted common stock to a consultant for investor relation services for one year. The shares were valued at $0.012 per share. The Company recorded an equity compensation charge of $2,301 during the three months ended September 30, 2013. The remaining unrecognized compensation cost of $21,699 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period of eleven months. | ||||||||
During August, 2013, the Company issued 2,000,000 shares of the Company’s restricted common stock to a consultant for consulting services for six months. The shares were valued at $0.0056 per share. The Company recorded an equity compensation charge of $2,815 during the three months ended September 30, 2013. The remaining unrecognized compensation cost of $8,385 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period of four and half months. | ||||||||
During July, 2013, the Company issued 2,000,000 shares of the Company’s restricted common stock to a consultant for consulting services for six months. The shares were valued at $0.0042 per share. The Company recorded an equity compensation charge of $4,177 during the three months ended September 30, 2013. The remaining unrecognized compensation cost of $4,223 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period of three months. | ||||||||
During July, 2013, the Company issued 100,000 shares of the Company’s restricted common stock to a consultant for consulting services rendered. The shares were valued at $0.0042 per share. The Company recorded an equity compensation charge of $420 during the three months ended September 30, 2013 | ||||||||
During July 2013, the Company signed an agreement with a consultant for investor relation services for three months. A $30,000 convertible note convertible at $0.005 per share was also issued (See Note 5). The Company also paid a total of $10,000 cash and issued a total of 15,000,000 shares of company’s restricted common stocks. The shares were valued at $0.0057 per share. The Company recorded an equity compensation charge of $85,500 during the three months ended September 30, 2013. | ||||||||
During June, 2013, the Company issued 2,000,000 shares of the Company’s restricted common stock to a consultant for investor relation services for nine months. The shares were valued at $0.0042 per share. The Company recorded an equity compensation charge of $5,462 during the three months ended September 30, 2013. The remaining unrecognized compensation cost of $2,938 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period of three months. | ||||||||
During May, 2013, the Company issued 1,000,000 shares of the Company’s restricted common stock to a consultant for investor relation services forsix months. The shares were valued at $0.0053 per share. The Company recorded an equity compensation charge of $5,300 in May 2013. | ||||||||
During February, 2013, the Company issued 8,000,000 shares of the Company’s restricted common stock to a consultant for investor relation services for a year. The shares were valued at $0.008 per share. The Company recorded an equity compensation charge of $44,888 during the nine months ended September 30, 2013. The remaining unrecognized compensation cost of $19,112 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period of three and half months. | ||||||||
During February 2013, the Company issued 1,500,000 shares of the Company’s restricted common stock to a consultant for investor relation services for two months. The shares were valued at $0.007 per share. The Company recorded an equity compensation charge of $10,500 during the nine months ended September 30, 2013. | ||||||||
During February 2013, the Company issued a total of 3,000,000 shares of the Company’s restricted common stock to three consultants for marketing services for six months. The shares were valued at $0.009 per share. The Company recorded an equity compensation charge of $27,000 during the nine months ended September 30, 2013. | ||||||||
During January, 2013, the Company issued 10,000,000 shares of the Company’s restricted common stock to a consultant for investor relation services for a year. The shares were valued at $0.005 per share. The Company recorded an equity compensation charge of $36,986 during the nine months ended September 30, 2013. The remaining unrecognized compensation cost of $13,014 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period of three months. | ||||||||
On December 14, 2012 the Company issued a total of 1,000,000 shares of the Company’s restricted common stock to Roetzell & Andress for legal services for a one year term. The shares were valued at $0.014 per share. The Company recorded a prepaid equity compensation charge of $14,000 during the year ended December 31, 2012, and recognized an equity compensation charge of $11,123 during the nine months ended September 30, 2013. The unrecognized compensation cost of $2,877 related to non-vested equity-based compensation to be recognized by the Company over the remaining vesting period of two and half months. | ||||||||
During October, 2012 the Company issued a total of 15,100,000 shares of the Company’s restricted common stock to five consultants for marketing services for six months terms. The shares were valued at $0.0125 per share. The Company recorded an equity compensation charge of $108,534 and $80,216 during the nine months ended September 30, 2013 and year ended December 31, 2012. | ||||||||
During December, 2012 the Company issued 500,000 shares of the Company’s restricted common stock to a consultant for real estate consulting services for a six months term. The shares were valued at $0.0125 per share. The Company recorded an equity compensation charge of $1,042 during the year ended December 31, 2012. The remaining unrecognized compensation cost of $5,208 was recognized during the nine months ended September 30, 2013. | ||||||||
During August, 2012 the Company issued 3,000,000 shares of the Company’s restricted common stock to JPU Ventures, Inc. under agreement dated August 13, 2012. The agreement was for investor relations services for a nine months term. The shares were valued at $0.0125 per share. The Company recorded an equity compensation charge of $21,875 during the year ended December 31, 2012. The remaining unrecognized compensation cost of $15,625 was recognized by the Company during the nine months ended September 30, 2013. | ||||||||
On October 1, 2012, the Company issued 5,500,000 shares of the Company’s restricted common stock under the amended agreement with Mark Bergman, a consultant. The contract is for six months term. The shares were valued at $0.0125 per share. The Company recorded an equity compensation charge of $28,646 and $40,104 for the agreement during the nine months ended September 30, 2013 and the year ended December 31, 2012. | ||||||||
During October, 2012, the Company entered into an agreement for investor relations services with a Consultant. The contract was for a six months term and calls for the issuance of 1,000,000 shares of restricted common stock. The share was valued at $0.0125 per share. The Company recorded an equity compensation charge of $8,697 during the year ended December 31, 2012. The remaining unrecognized compensation cost of $3,533 was recognized by the Company during the nine months ended September 30, 2013. | ||||||||
On February 22, 2012 the Company engaged Capital Path Securities, LLC (“CPS”) as its exclusive advisor on a proposed placement by way of an equity line of approximately $10,000,000 of the Company’s equity or equity linked securities. All upfront fees have been waived by CPS. The Company will pay CPS a cash placement fee equal to 5% of all principal amounts invested from the source originated by CPS. In addition, 10,000,000 restricted shares were issued on October 26, 2012, and valued at $0.0125 per share. The Company recorded an equity compensation charge of $151,375 during the year ended December 31, 2012. The remaining unrecognized compensation cost of $21,625 and 125,000 non-vested shares was recognized by the Company during the nine months ended September 30, 2013. | ||||||||
Common Stock Issued for Debt Modification | ||||||||
On April 30, 2013, the Company amended the maturity dates of two notes of $250,000 each (aggregating $500,000) from two non-related parties to November 3, 2013. The Company issued a total of 4,000,000 restricted shares to the note holders per the amendment. The shares were valued at $0.0052 per share. (See Note 5). | ||||||||
Common Stock Issued with Promissory Note | ||||||||
In July 2013, in connection with the issuance of this promissory note to Michael McDonald Trust in the amount of $75,000 which is due in six months from the funding of the note, the Company issued 1,000,000 shares of the Company's common stocks. The Company has recorded a debt discount in the amount of $3,977 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $3,977 was amortized over the term of the debt. Amortization for the three and nine months ended September 30, 2013 was $1,988 (See Note 5). | ||||||||
Common Stock Issued for Settlement of Accounts Payable & Debt | ||||||||
Following the agreements with Coventry Enterprises, LLC (see Note 3) for $80,000, Coventry made the following conversions for a total of 15,119,481 shares of the company’s restricted stock during the first quarter of 2013 satisfying the notes in full: | ||||||||
Date | Number of shares | Fair Value | ||||||
converted | of Debt | |||||||
Converted | ||||||||
21-Jan-13 | 4,032,258 | $ | 37,619 | |||||
11-Feb-13 | 5,405,405 | $ | 42,510 | |||||
20-Mar-13 | 5,681,818 | $ | 40,414 | |||||
Following the agreement with Coventry Enterprises, LLC (see Note 5) for $88,500, Coventry made the following conversions for a total of 31,416,845 shares of the company’s restricted stock during the second quarter of 2013 satisfying the notes in full: | ||||||||
Date | Number of shares converted | Fair Value | ||||||
of Debt | ||||||||
Converted | ||||||||
4/17/13 | 7,133,333 | $ | 49,586 | |||||
5/16/13 | 11,101,694 | $ | 64,930 | |||||
6/12/13 | 13,181,818 | $ | 70,130 | |||||
Following the agreement with Coventry Enterprises, LLC (see Note 5) for $60,000, Coventry made the conversion for a total of 27,272,727 shares of the company’s restricted stock during the second quarter of 2013 satisfying the notes in full with a fair value of $140,222. | ||||||||
Following the agreement with Coventry Enterprises, LLC (see Note 5) for $20,000, Coventry made the conversion for a total of 8,810,572 shares of the company’s restricted stock during September 2013 satisfying the notes in full with a fair value of $188,747. | ||||||||
During June and August, 2013, one of the convertible Notes holders made the following conversions of a total of 34,254,004 shares of the company’s restricted stock satisfying the notes in the amount of $125,000 with a fair value of $317,391 on the date of conversion (See Note 5). | ||||||||
Date | Number of shares converted | Fair Value | ||||||
of Debt | ||||||||
Converted | ||||||||
6/25/13 | 22,058,882 | $ | 188,352 | |||||
8/30/13 | 12,195,122 | $ | 129,039 | |||||
During August and September, 2013, $150,000 of the convertible notes were assigned to third parties in the form bearing interest of 8% annum at with a conversion price for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 to 20 trading days immediately preceding the Conversion Date. Immediately following the assignments, the conversions for a total of 64,052,862 shares of the company’s restricted stock were made as followings in satisfying the notes of $150,000 at the fair value of $475,519(See Note 5). | ||||||||
Date | ||||||||
Number of shares converted | Fair Value | |||||||
of Debt | ||||||||
Converted | ||||||||
8/28/13 | 22,026,431 | $ | 167,493 | |||||
9/3/13 | 20,000,000 | $ | 163,909 | |||||
9/4/13 | 22,026,431 | $ | 144,117 | |||||
On September 16, 2013, one of the non-related party promissory note holders accepted a total of 8,472,750 shares of the Company’s restricted common stock as a repayment to discharge $25,000 of his outstanding loan and accrued interest of $11,120 with the Company (See note 5). | ||||||||
During September, 2013, Mr. Harold H. Rumph (ReceptoPharm’s CEO) accepted 14,800,000 shares of the Company’s restricted common stock as a repayment to discharge $37,000 of his accrued salary to the Company(See Note 3). | ||||||||
During June and September, 2013, Mr. Deitsch (Our CEO) accepted a total of 50,000,000 shares of the Company’s restricted common stock as a repayment to discharge $162,500 of his outstanding loan to the Company (See note 4). | ||||||||
During August and September, 2013, the Company issued 3,000,000 shares of the company’s restricted stock to settle the outstanding accounts payable in aggregate of $38,528 with two vendors. The shares were valued at $0.018 per share (See Note 3). | ||||||||
During September, 2013, the Company issued 25,000,000 shares of the company’s restricted stock and 25,000,000 warrants to purchase stock at an exercise price of $0.030 to settle the outstanding accounts payable of $112,621. The shares were valued at $0.015 per share (See Note 3). | ||||||||
STOCK_OPTIONS_AND_WARRANTS
STOCK OPTIONS AND WARRANTS | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Equity [Abstract] | ' | |||||||||||
Shareholders' Equity and Share-based Payments [Text Block] | ' | |||||||||||
7. STOCK OPTIONS AND WARRANTS | ||||||||||||
Common Stock Warrants | ||||||||||||
From time to time, we issue warrants to purchase our common stock. These warrants have been issued for cash in conjunction with the private placement of shares of our common stock. | ||||||||||||
On September 16, 2013, the Company issued 25,000,000 warrants to purchase stock at an exercise price of $0.030 in connection with settlement of an outstanding account payable. The warrants expire on December 31, 2014 (See Note 3 and Note 6). | ||||||||||||
On September 3, 2013 and September 12, 2013, the Company issued 20,000,000 and 15,000,000 warrants, respectively, to purchase common stock at an exercise price of $0.025 per share in connection with issuances of convertible notes payable to Coventry. The warrants expire on September 3, 2018 and September, 12, 2018, respectively (See note 5). | ||||||||||||
During March, 2013, the Company issued a total of 2,600,000 warrants to purchase common stock at an exercise price of $0.01 per share in connection with issuance of a convertible note payable to Coventry. The warrants expire on March 22, 2018 (See note 5). | ||||||||||||
During June, 2013, 25,000,000 warrants to purchase stock at an exercise price of $0.10 per share were issued to CEO, Mr. Deitsch. The warrants expire on December 31, 2014 | ||||||||||||
A summary of warrants outstanding in conjunction with private placements of common stock were as follows during the nine months ended September 30, 2013: | ||||||||||||
Number of shares | Weighted average exercise price | |||||||||||
Balance December 31, 2012 | 57,256,667 | $ | 0.1 | |||||||||
Exercised | - | - | ||||||||||
Issued | 87,600,000 | $ | 0.01 – 0.10 | |||||||||
Forfeited | - | - | ||||||||||
Balance September 30, 2013 | 144,856,667 | $ | 0.093 | |||||||||
The following table summarizes information about fixed-price warrants outstanding as of September 30, 2013: | ||||||||||||
Exercise | Weighted | Weighted | Weighted | |||||||||
Price | Average | Average | Average | |||||||||
Number | Contractual | Exercise | ||||||||||
Outstanding | Life | Price | ||||||||||
$ | 0.01-0.10 | 72,949,707 | 2.21 years | $ | 0.093 | |||||||
As of September 30, 2013, the aggregate intrinsic value of all stock options and warrants outstanding and expected to vest was $0. The intrinsic value of each option share is the difference between the fair market value of our common stock and the exercise price of such option share to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $0.00163 closing stock price of our common stock on September 30, 2013, the last trading day of third quarter of 2013. There were no in-the-money warrants at September 30, 2013. | ||||||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
8. COMMITMENTS AND CONTINGENCIES | |
Operating Leases | |
In February 2010, Nutra Pharma entered into an operating lease for the use of office space. The lease expired in January 2013 and required monthly payments of approximately $9,000. In February 2013, Nutra Pharma entered into a new operating lease for monthly payments of approximately $3,500 for three years. ReceptoPharm leases a lab and renewed its operating lease agreement for five years in July of 2012. The lease requires monthly payments of approximately $5,000 beginning August 1, 2012. | |
We incurred rent expense of $26,937 and $88,135 during the three and nine months ended September 30, 2013. | |
Litigation | |
Patricia Meding, et. al. v. ReceptoPharm, Inc. f/k/a Receptogen, Inc. | |
On August 18, 2006, ReceptoPharm was named as a defendant in Patricia Meding, et. al. v. ReceptoPharm, Inc. f/k/a Receptogen, Inc., Index No.: 18247/06 (New York Supreme Court, Queens County). The original proceeding claimed that ReceptoPharm owed the Plaintiffs, including Patricia Meding, a former ReceptoPharm officer and shareholder and several corporations that she claims to own, the sum of $118,928.15 plus interest and counsel fees on a series promissory notes that were allegedly executed in 2001 and 2002. On August 23, 2007, the Queens County New York Supreme Court issued a decision denying Plaintiffs motion for summary judgment in lieu of a complaint, concluding that there were issues of fact concerning the enforceability of the promissory notes. On May 23, 2008, the Plaintiffs filed an amended complaint in which they reasserted their original claims and asserted new claims seeking damages of no less than $768,506 on their claims that in or about June 2004 ReceptoPharm breached its fiduciary duty to the Plaintiffs as shareholders of ReceptoPharm by wrongfully canceling certain of their purported ReceptoPharm share certificates. In late 2010, Plaintiffs further amended their complaint alleging that ReceptoPharm violated Plaintiffs contractual and statutory rights by cancelling and additional 1,214,800 share certificates and failing to permit the Plaintiffs to exercise dissenting shareholder rights with respect to those share certificates. The damages associated with the Plaintiff’s claims could rise as the result of increases in our share price as the Receptopharm shares may be convertible into our common shares. The potential exposure may exceed $10,000,000 if the Plaintiffs are successful with all of their claims. | |
ReceptoPharm believes the suit is without merit and has filed an answer denying the material allegations of the amended complaint and asserted a series of counterclaims against the Plaintiffs alleging claims for declaratory judgment, fraud, breach of fiduciary duty, conversion and unjust enrichment as a result of the promissory notes. Plaintiffs have moved for partial summary judgment on their claims regarding the additional 1,214,800 shares, but not on their claims regarding the alleged promissory notes or the 1,750,000 alleged shares. In August of 2011, the Plaintiff's motion was partially granted. In September 2012, ReceptoPharm's attorneys filed a Motion to be removed as counsel. Their motion was denied on April 26, 2013 due to the current Involuntary Bankruptcy action filed against Nutra Pharma. The court has issued a stay in the proceedings pending the outcome of the Bankruptcy action. ReceptoPharm is seeking new counsel to oppose the partial summary judgment. We intend to vigorously contest this matter. | |
Liquid Packaging Resources, Inc. v. Nutra Pharma Corp. and Erik "Rik" Deitsch | |
On April 21, 2011, Nutra Pharma Corp. and its CEO, Erik Deitsch, were named as defendants in Liquid Packaging Resources, Inc. v. Nutra Pharma Corp. and Erik "Rik" Deitsch, Superior Court of Fulton County, Georgia, Civil Action No. 2011-CV-199562. Liquid Packaging Resources, Inc. ("LPR") claimed that Nutra Pharma Corp. and Mr. Deitsch, directly or through other companies, placed orders with LPR that required LPR to purchase components from third parties. LPR sought reimbursement for those third party expenses in the amount of not less than $359,826.85 plus interest. LPR also sought punitive damages in the amount of not less than $500,000 and attorney's fees. | |
Mr. Deitsch and Nutra Pharma Corp. then removed the action to the United States District Court, Northern District of Georgia, Civil Action No. 11-CV-01663-ODE. After removal, LPR amended the Complaint to assert that Nutra Pharma Corp. and Mr. Deitsch were the alter egos of the alleged other companies through whom the subject orders were placed and therefore should be considered one and the same. Mr. Deitsch and Nutra Pharma Corp. moved to dismiss the Complaint on several grounds including statute of frauds, failure to state a claim, and jurisdiction (only for Mr. Deitsch). Mr. Deitsch and Nutra Pharma Corp. believe the suit is without merit. | |
After June 30, 2011, at LPR's request, the parties mediated the dispute before LPR responded to the Motion To Dismiss. At the mediation, the parties worked out an agreement whereby Nutra Pharma Corp. would purchase from LPR the components LPR purchased from third parties at an amount slightly less than the principal amount of the suit and on terms acceptable to us. The agreed price was $350,000.00 payable over 7 months in equal $50,000.00 amounts. This agreement was reached by us because it provided tangible value in exchange for the purchase price rather than incurring the expense of litigation, which would likely be substantial and not recouped. While Nutra Pharma Corp. had counterclaims we could assert, we believe this was a practical resolution. The settlement allowed us to take possession of the components prior to full payment and, in exchange, provided security to LPR in the form of our stock valued at $400,000 at the time of issuance. The stock can only be sold in event of a default of the payment schedule. The litigation was dismissed in August of 2011. We made the August, September and November payments (totaling $150,000) in a timely fashion. We were late for the payment due October 15, 2011 and requested an accommodation from LPR, eventually paying an extra $5,000 towards that payment. At December 31, 2011, Nutra Pharma Corp. had made total payments of $205,000 with an additional $150,000 owed. In order to allow us to skip the December payment, LPR agreed to another accommodation whereby we would pay both the December and January payment with an additional $10,000 on or before January 16, 2012. We were unable to make this payment and on January 26, 2012 signed an amended payment schedule adding an additional $15,000 for a total of $175,000 owed. Our CEO, Rik Deitsch, added additional collateral stock in a separate company that he held personally. $25,000 was paid in January, with subsequent payments of $30,000 due monthly on the 15th of March through the 15th of July, 2012. We failed to make the March payment and was subsequently called in default of the Agreement. Under the original agreement, if we are in default of the agreement, LPR has the right to sell shares of our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 representing the new total cash amount due to LPR by the Company. | |
On June 11, 2012, LPR sold their debt to Southridge Partners, LLP in an agreement to be paid out over time. In August, 2013, LPR cancelled their agreement with Southridge Partners, LLP. As of September 30, 2013 LPR continues to hold the collateral stock. We are currently negotiating a settlement with LPR. Upon the settlement of the outstanding debt, LPR will return the collateral shares to the Company. | |
Involuntary Petition of Bankruptcy | |
On August 31, 2012, certain former ReceptoPharm employees and a former ReceptoPharm consultant filed a Petition for Involuntary Bankruptcy against us in the United States Bankruptcy Court, Southern District of Florida. The Petitioners originally claimed they were owed $990,927 from Nutra Pharma in the form of accrued wages and promissory notes, but amended their claim to $816,662 in a subsequent filing. In response to the Petition, we filed a motion to dismiss the action which, if successful, would avoid the case being converted into an actual bankruptcy action. On September 30, 2013, the parties resolved their dispute, on mutually acceptable terms, pursuant to a confidential settlement agreement. Pursuant to bankruptcy law, the judge overseeing the case is expected to rule on the action in December 2013 or January 2014. | |
Laurence N. Raymond v. Receptopharm, Inc. et al. | |
On December 30, 2011 Laurence N. Raymond ("Raymond") brought the case against Receptopharm, Inc. ("Receptopharm") and Nutra Pharma to recover approximately $300,000 that was allegedly either loaned to Receptopharm or owing to Raymond pursuant to an oral employment agreement. Dr. Raymond is one of the petitioning creditors that brought the above-described involuntary bankruptcy action. The settlement agreement reached in that action fully resolves all claims between the parties and specifies that this action will be dismissed with prejudice. | |
Paul F. Reid v, Harold H. Rumph et al. | |
On December 28, 2011 Paul F. Reid ("Reid") brought the case against Harold H. Rumph ("Rumph"), Receptopharm, and Nutra Pharma to recover approximately $330,000 that was allegedly either loaned to Receptopharm or owing to Reid pursuant to an oral employment agreement. Dr. Reid is one of the petitioning creditors that brought the above-described involuntary bankruptcy action. The settlement agreement reached in that action fully resolves all claims between the parties and specifies that this action will be dismissed with prejudice. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
9. SUBSEQUENT EVENTS | |
Private Placements of Common Stock | |
During October, 2013, the Company sold a total of 10,500,000 shares of restricted common stock to three investors at a price per share range from $0.002 to $0.015, and received proceeds of $37,500. | |
Common Stock Issued for Debt Modification | |
On October 30, 2013, the Company amended the maturity dates of notes $75,000 from a non-related party to May 3, 2014. The Company issued a total of 500,000 restricted shares to the note holder per the amendment. The shares were valued at $0.02 per share. | |
Common Stock Issued for Services | |
During October 2013, the Company renewed an agreement with a consultant for investor relation services for three months. The Company is to pay $3,500 cash each week and 15,000,000 shares of company’s restricted common stocks in November 2013. A $30,000 convertible note convertible at $0.005 per share will also be issued and due on April 4, 2014. | |
Convertible Promissory Note | |
On October 7, 2013, the Company signed a secured convertible Promissory Note in the amount of $35,000 in favor of Southridge Partners II, LLC. The note carries interest at 10% annum. The Note holder is entitled to convert all or a portion of the principal into shares of common stock at a conversion price a price lesser of $.015, or (ii) a 50% discount from the lowest closing bid price in the 30 trading days prior to the conversion date. The Note holder is entitled to convert the accrued interest into shares of common stock at a conversion price a price of $.001. | |
BASIS_OF_PRESENTATION_AND_SUMM1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||
Consolidation, Policy [Policy Text Block] | ' | |||||||
Basis of Presentation and Consolidation | ||||||||
The Condensed Consolidated Unaudited Financial statements and notes are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Interim results are not necessarily indicative of results for a full year. Therefore, the interim Condensed Consolidated Unaudited Financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K. | ||||||||
The accompanying Condensed Consolidated Unaudited Financial statements include the results of Nutra Pharma and its wholly-owned subsidiaries Designer Diagnostics Inc. and ReceptoPharm (collectively "the Company", “us”, “we” or “our”). We operate as one reportable segment. All intercompany transactions and balances have been eliminated in consolidation. | ||||||||
Liquidity Disclosure [Policy Text Block] | ' | |||||||
Liquidity and Going Concern | ||||||||
Our condensed consolidated unaudited financial statements are presented on a going concern basis, which contemplate the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced recurring, significant losses from operations, and have an accumulated deficit of $41,373,103 at September 30, 2013. In addition, we had respective working capital and stockholders’ deficits at September 30, 2013 of $4,616,323 and $4,568,952. | ||||||||
There is substantial doubt regarding our ability to continue as a going concern which is contingent upon our ability to secure additional financing, increase ownership equity and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate. | ||||||||
As of September 30, 2013, we do not have sufficient cash to sustain our operations for the next year and will require additional financing in order to execute our operating plan and continue as a going concern. Since our sales are not currently adequate to fund our operations, we continue to rely principally on debt and equity funding; however proceeds from such funding have not been sufficient to execute our business plan. Our plan is to attempt to secure adequate funding until sales of our pain products are adequate to fund our operations. We cannot predict whether additional financing will be available, and/or whether any such funding will be in the form of equity, debt, or another form. In the event that these financing sources do not materialize, or if we are unsuccessful in increasing our revenues and profits, we will be unable to implement our current plans for expansion, repay our obligations as they become due and continue as a going concern. | ||||||||
The accompanying Condensed Consolidated Unaudited 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. | ||||||||
Use of Estimates, Policy [Policy Text Block] | ' | |||||||
Use of Estimates | ||||||||
The accompanying Condensed Consolidated Unaudited Financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense. Significant estimates include our ability to continue as going concern, the recoverability of inventories and long-lived assets, and the valuation of stock-based compensation and certain debt and warrant liabilities. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known. | ||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | |||||||
Revenue Recognition | ||||||||
In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Provision for sales returns is estimated based on our historical return experience. Revenue is presented net of returns and allowances for returns. | ||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | |||||||
Cash and Cash Equivalents | ||||||||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. | ||||||||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | ' | |||||||
Accounts Receivable and Allowance for Doubtful Accounts | ||||||||
The Company grants credit without collateral to its customers based on the Company’s evaluation of a particular customer’s credit worthiness. In addition, allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of the Company’s periodic credit evaluations of its customers’ financial condition. Accounts receivable are written off after collection efforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for doubtful accounts, while subsequent recoveries are netted against the provision for doubtful accounts expense. The Company generally does not charge interest on accounts receivable. | ||||||||
Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. | ||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | |||||||
Financial Instruments and Concentration of Credit Risk | ||||||||
Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Other than certain warrant and convertible instruments (derivative financial instruments) and liabilities to related parties (for which it was impracticable to estimate fair value due to uncertainty as to when they will be satisfied and a lack of similar type transactions in the marketplace), we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value. | ||||||||
Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. We do not hold or issue financial instruments for trading purposes. There were no sales concentrations at September 30, 2013. | ||||||||
Fair Value Measurement, Policy [Policy Text Block] | ' | |||||||
Derivative Financial Instruments | ||||||||
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. For complex embedded derivatives, the Company uses a Dilution-Adjusted Black-Scholes method to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | ||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | |||||||
Property and Equipment and Long-Lived Assets | ||||||||
Property and equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements, maintenance and repairs which do not extend the useful lives are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of 3 – 7 years. | ||||||||
Property and equipment consists of the following at September 30, 2013 and December 31, 2012: | ||||||||
September | December 31, | |||||||
30, 2013 | 2012 | |||||||
Computer equipment | $ | 21,918 | $ | 21,918 | ||||
Furniture and fixtures | 34,757 | 34,757 | ||||||
Lab equipment | 42,129 | 42,129 | ||||||
Telephone equipment | 12,421 | 12,421 | ||||||
Office equipment – other | 2,629 | 2,629 | ||||||
Leasehold improvements | 67,417 | 67,417 | ||||||
Total | 181,271 | 181,271 | ||||||
Less: Accumulated depreciation and amortization | -152,993 | -141,756 | ||||||
Property and equipment, net | $ | 28,278 | $ | 39,515 | ||||
We review our long-lived assets for recoverability if events or changes in circumstances indicate the assets may be impaired. At September 30, 2013, we believe the carrying values of our long-lived assets are recoverable. Depreciation expense for the three and nine months ended September 30, 2013 was $3,746 and $11,237, respectively. | ||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | |||||||
Stock-Based Compensation | ||||||||
We account for stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation (ASC Topic 718). ASC Topic 718, which requires that the cost resulting from all share-based transactions be recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions. | ||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | |||||||
Net Loss Per Share | ||||||||
Net loss per share is calculated in accordance with ASC Topic 260, Earnings per Share. Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive or have no effect on earnings per share. As of September 30, 2013 and September 30, 2012, the following items were not included in dilutive loss as the effect is anti-dilutive: | ||||||||
September 30, | September 30, | |||||||
2013 | 2012 | |||||||
Options and warrants | 144,856,667 | 47,921,667 | ||||||
Convertible notes payable | 44,253,119 | 19,793,996 | ||||||
Total | 189,109,786 | 67,715,663 | ||||||
Reclassification, Policy [Policy Text Block] | ' | |||||||
Reclassifications | ||||||||
Certain amounts in the 2012 Condensed Consolidated Unaudited Financial statements have been reclassified to conform to the current period presentation. | ||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | |||||||
Recent Accounting Pronouncements | ||||||||
We have determined that all recently issued accounting standards have not and will not have a material impact on our Condensed Consolidated Unaudited Financial statements. | ||||||||
BASIS_OF_PRESENTATION_AND_SUMM2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property and equipment consists of the following at September 30, 2013 and December 31, 2012: | ||||||||
September | December 31, | |||||||
30, 2013 | 2012 | |||||||
Computer equipment | $ | 21,918 | $ | 21,918 | ||||
Furniture and fixtures | 34,757 | 34,757 | ||||||
Lab equipment | 42,129 | 42,129 | ||||||
Telephone equipment | 12,421 | 12,421 | ||||||
Office equipment – other | 2,629 | 2,629 | ||||||
Leasehold improvements | 67,417 | 67,417 | ||||||
Total | 181,271 | 181,271 | ||||||
Less: Accumulated depreciation and amortization | -152,993 | -141,756 | ||||||
Property and equipment, net | $ | 28,278 | $ | 39,515 | ||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | |||||||
As of September 30, 2013 and September 30, 2012, the following items were not included in dilutive loss as the effect is anti-dilutive: | ||||||||
September 30, | September 30, | |||||||
2013 | 2012 | |||||||
Options and warrants | 144,856,667 | 47,921,667 | ||||||
Convertible notes payable | 44,253,119 | 19,793,996 | ||||||
Total | 189,109,786 | 67,715,663 | ||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule Of Financial Instruments [Table Text Block] | ' | ||||||||||||||||
The following table summarizes our financial instruments measured at fair value as of September 30, 2013 and December 31, 2012: | |||||||||||||||||
Fair Value Measurements at September 30, 2013 | |||||||||||||||||
Liabilities: | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Warrant liability | $ | 847,892 | $ | - | $ | - | $ | 847,892 | |||||||||
Convertible notes at fair value | $ | 738,216 | $ | - | $ | - | $ | 738,216 | |||||||||
Fair Value Measurements at December 31, 2012 | |||||||||||||||||
Liabilities: | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Warrant liability | $ | 18,727 | $ | - | $ | - | $ | 18,727 | |||||||||
Convertible notes at fair value | $ | 588,091 | $ | - | $ | - | $ | 588,091 | |||||||||
Schedule Of Changes In Financial Instruments [Table Text Block] | ' | ||||||||||||||||
The following table shows the changes in fair value measurements using significant unobservable inputs (Level 3) during the nine months ended September 30, 2013: | |||||||||||||||||
Description | September 30, | ||||||||||||||||
2013 | |||||||||||||||||
Beginning balance | $ | 18,727 | |||||||||||||||
Purchases, issuances, and settlements | -972,240 | ||||||||||||||||
Total loss or (gain) included in earnings (1) | 143,075 | ||||||||||||||||
Ending balance | $ | 847,892 | |||||||||||||||
(1) The gain or loss related to the revaluation of our warrant liability is included in “Change in fair value of derivatives” in the accompanying condensed consolidated statement of operations. | |||||||||||||||||
Schedule Of Hybrid Financial Instrument Disclosure [Table Text Block] | ' | ||||||||||||||||
The following table summarizes the significant terms of each of the debentures for which the entire hybrid instrument is recorded at fair value as of September 30, 2013: | |||||||||||||||||
Conversion Price - | |||||||||||||||||
Lower of Fixed Price | |||||||||||||||||
or Percentage of | |||||||||||||||||
VWAP for Look-back | |||||||||||||||||
Period | |||||||||||||||||
Debenture | Default | Anti- | |||||||||||||||
Dilution | |||||||||||||||||
Issuance | Face | Interest Rate | Interest | Adjusted | % | Look-back | |||||||||||
Year | Amount | Rate | Price | Period | |||||||||||||
2013 | 738,216 | 8%-20% | n/a | $0.0022-$0.0242 | 55%-85% | 10 to 20 Days | |||||||||||
Schedule Of Changes In Hybrid Financial Instruments [Table Text Block] | ' | ||||||||||||||||
The following table shows the changes in fair value measurements using significant unobservable inputs (Level 3) during the nine months ended September 30, 2013 for the Convertible Notes: | |||||||||||||||||
September 30, | |||||||||||||||||
2013 | |||||||||||||||||
Description | |||||||||||||||||
Beginning balance | $ | 588,091 | |||||||||||||||
Purchases, issuances, and settlements | 462,420 | ||||||||||||||||
Day one loss on value of hybrid instrument | 1,655,861 | ||||||||||||||||
(Gain) loss from change in fair value | -386,723 | ||||||||||||||||
Conversion to common stock | -1,581,433 | ||||||||||||||||
Ending balance | $ | 738,216 | |||||||||||||||
DUE_TO_OFFICERS_Tables
DUE TO OFFICERS (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Due To Officers [Table Text Block] | ' | |||||||
At September 30, 2013 and December 31, 2012, the balance due to officers consisted of the following: | ||||||||
September | December 31, | |||||||
30, 2013 | 2012 | |||||||
An unsecured demand loan from our President and CEO, Rik Deitsch. The loan bears interest at 4%. The loan balance at September 30, 2013 and December 31, 2012, respectively, includes accrued interest payable of $343,630 and $324,853. | $ | 570,124 | $ | 606,168 | ||||
A loan from Paul Reid, the President of ReceptoPharm bearing interest at a rate of 5% per annum, due on demand and secured by certain intellectual property of ReceptoPharm having a zero cost at September 30, 2013 and December 31, 2012. The accrued interest at September 30, 2013 and December 31, 2012 was $41,829 and $37,392, respectively. | 121,655 | 117,218 | ||||||
Ending balances | $ | 691,779 | $ | 723,386 | ||||
OTHER_DEBT_Tables
OTHER DEBT (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Short-term Debt [Table Text Block] | ' | |||||||
Other debt (all short-term) consists of the following at September 30, 2013 and December 31, 2012: | ||||||||
September | December | |||||||
30, 2013 | 31, 2012 | |||||||
Note payable – Related Party (1) | $ | 176,900 | $ | 190,000 | ||||
Notes payable – Non Related Parties (2) | 435,194 | 593,483 | ||||||
Convertible notes payable, at fair value (3) | 738,216 | 588,091 | ||||||
Ending balances | $ | 1,350,310 | $ | 1,371,574 | ||||
-1 | At September 30, 2013, the balance of $176,900 consisted of the following loans: | |||||||
· | During the third quarter of 2010 we borrowed $200,000 from one of our directors. We repaid $20,000 during the third quarter of 2012 and 2013. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along withinterest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. At September 30, 2013, we owed this director accrued interest of $112,281. | |||||||
· | During January and February 2013, the Company received a total of $30,000 from DMH International, Inc., a company controlled by the CEO of the Company and repaid $30,000 in full and advanced DMH $3,100 during the nine months ended September 30, 2013. The notes are unsecured, non-interest bearing, and due on demand. The Company recorded $1,159 of imputed interest related to DMH’s loan payable as in-kind contribution at September 30, 2013. | |||||||
-2 | At September 30, 2013, the balance of $435,194 consisted of the following loans: | |||||||
· | In May 2011, the Company received a loan for $25,000 from a non-related party. This loan was expected to be repaid no later than December 31, 2011, along with interest calculated at 10% for the first month plus 12% after 30 days from funding. This loan is guaranteed by an officer of the Company. The Company was unable to repay the loan and they continue to accrue interest. At September 30, 2013, the accrued interest payable was $11,287. | |||||||
· | In May 2011, the Company received another loan for $25,000 from a non-related party. This loan was expected to be repaid no later than December 31, 2011, along with interest calculated at 10% for the first month plus 12% after 30 days from funding. This loan is guaranteed by an officer of the Company. On September 16, 2013, the non-related party accepted a total of 8,472,750 shares of the Company’s restricted common stock as a repayment to discharge $25,000 of his outstanding loan and accrued interest of $11,120 (See note 6). | |||||||
· | In July 2013, the Company issued a promissory note to the Michael McDonald Trust in the amount of $75,000 bearing interest at a rate of 2%.The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 1,000,000 shares of the Company's common stocks (See note 6). The Company has recorded a debt discount in the amount of $3,977 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $3,977 was amortized over the term of the debt. Amortization for the three and nine months ended September 30, 2013 was $1,988. In the event of default, the Company will issue an additional 1,000,000 share of the Company’s common stocks on the date that is fifteen days after the maturity date (See Note 6). | |||||||
· | At December 31, 2012, the total amount of the Company’s debt assigned to Southridge was $483,482. In connection with the debt sales to Southridge, the Company recorded loss on settlement of accounts payable for $63,490 in statement of operations at December 31, 2012. During the first quarter of 2013, the suit was voluntarily dismissed involving debt held by Southridge for $483,482. The debt was reverted back to the original holders. | |||||||
In April, 2013, $88,500 of the debt held by Michael McDonald Trust was assigned to Coventry Enterprises, LLC (“Coventry”) in the form of a Convertible Redeemable Note bearing interest of 8% annum. Coventry was entitled to convert all or any amount of the this note into shares of the Company's common stock (the "Common Stock") at a conversion price ("Conversion Price") for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 trading days immediately preceding the Conversion Date. Following the agreements with Coventry, Coventry made the conversions for a total of 31,416,845 shares of the company’s restricted stock during the second quarter of 2013 satisfying the notes in full at the fair value of $186,646. | ||||||||
In June, 2013, $57,800 of the debt was assigned to Coventry for a consideration of $60,000 from Baker Donelson Bearman Caldwell & Berkowitz, PC. in the form of Convertible Redeemable Notes bearing interest of 8% annum. The Company recorded a loss of $2,200 on settlement during the nine months ended September 30, 2013. Coventry was entitled to convert all or any amount of the these notes into shares of the Company's common stock (the "Common Stock") at a conversion price ("Conversion Price") for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during 20 trading days . Following the agreements, Coventry made the conversions for a total of 27,272,727 shares of the company’s restricted stock satisfying the notes in full at the fair value of $167,495. | ||||||||
As a result of the debt assignments and conversions with Coventry, the remaining balance of the debt at September 30, 2013 is $337,182 which consisted of the following loans: | ||||||||
i. | On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (“LPR”), the Company agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. This settlement amount was recorded as general and administrative expenses on the date of the settlement. We did not make the December 2011 or January 2012 payments and on January 26, 2012, we signed the first amendment to the settlement agreement whereunder we agreed to pay $175,000 which was the balance outstanding at December 31, 2011(this includes a $25,000 penalty for non-payment). | |||||||
The Company repaid $25,000 during the three months ended March 31, 2012. The Company did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 5,714,326 shares of the Company’s free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). The $100,000 default was expensed during the quarter ended March 31, 2012. The balance due to LPR at September 30, 2012 was $250,000. LPR sold the note to Southridge Partners, LLP (“Southridge”) for consideration of $281,772 in October 2012. The debt was reverted back to the Company (See note 8). | ||||||||
ii. | At September 30, 2012, the Company owed University Centre West Ltd. approximately $55,410, which was assigned and sold to Southridge and subsequently reverted back to the Company . | |||||||
-3 | At September 30, 2013, the balance of $738,216 consisted of the following convertible loans: | |||||||
· | In September and October 2011, the Company borrowed $250,000 each (aggregating $500,000) from two non-related parties. The principal of these loans were to be repaid with a balloon payment on or before October 1, 2012. On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days. Interest on these loans is payable monthly beginning in November 2011 with interest calculated at 20% and 12%, each, respectively. At September 30, 2013 and December 31, 2012, the accrued interest payable was $6,664 and $10,833, respectively | |||||||
On April 30, 2013, the parties amended the notes to further extend the maturity date to November 3, 2013. The Company issued a total of 4,000,000 restricted shares to the note holders in connection with the amendment at a fair value of $20,800 (See note 6). | ||||||||
During nine months ended September 30, 2013, one of the Notes holders made the conversions of a total of 34,254,004 shares of the company’s restricted stock satisfying the notes in the amount of $125,000 with a fair value of $317,391 on the date of conversion. During August and September, 2013, $150,000 of the debts were assigned to three non-related parties in the form of a Convertible Redeemable Note bearing interest of 8% annum at with a conversion price for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 to 20 trading days immediately preceding the Conversion Date. Following the assignments, the conversions for a total of 64,052,862 shares of the company’s restricted stock were made in satisfying the notes of $150,000 at the fair value of $475,519 (See note 6). | ||||||||
At September 30, 2013, the remaining balance of these convertible notes payable, at fair value, was recorded at $291,127. | ||||||||
· | On March 22, 2013, the Company issued a Convertible Debenture in the amount of $20,000 to Coventry Enterprises, LLC (“Coventry”). The note carries interest at 10% and is due on March 22, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.0075, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $24,931. Coventry made the conversions of a total of 8,810,572 shares of the company’s restricted stock satisfying the notes in full with a fair value of $188,747on September 4, 2013(See note 7). | |||||||
In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 2,600,000 shares of the Company’s common stock at an exercise price of $0.01 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $21,226 and $41,254, respectively using the Black-Scholes method at the commitment and re-measurement dates of March 22, 2013 and September 30, 2013, respectively. | ||||||||
· | On July 10, 2013, the Company issued a Convertible Debenture in the amount of $30,000 to Christopher Castaldo in connection with an agreement for investor relation services (See Note 6). The note carries interest at 8% and is due on January 10, 2014, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of $.005. | |||||||
In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $5,284. At September 30, 2013, this convertible note payable, at fair value, was recorded at $98,431. | ||||||||
· | On September 3, 2013, the Company issued a Convertible Debenture in the amount of $100,000 to Coventry Enterprises, LLC (“Coventry”). The note carries interest at 10% and is due on September 3, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.018, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the twenty trading days preceding the conversion date. | |||||||
In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $957,567. At September 30, 2013, this convertible note payable, at fair value, was recorded at $205,029. | ||||||||
In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 20,000,000 shares of the Company’s common stock at an exercise price of $0.025 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $445,638 and $315,446, respectively using the Black-Scholes method at the commitment and re-measurement dates of September 3, 2013 and September 30, 2013, respectively. | ||||||||
· | On September 12, 2013, the Company issued a Convertible Debenture in the amount of $70,000 to Coventry Enterprises, LLC (“Coventry”). The note carries interest at 10% and is due on September 12, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.02, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Company’s Common Stock for the twenty trading days preceding the conversion date. | |||||||
In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $309,055. At September 30, 2013, this convertible note payable, at fair value, was recorded at $143,629. | ||||||||
In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 15,000,000 shares of the Company’s common stock at an exercise price of $0.025 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $262,230 and $236,696, respectively using the Black-Scholes method at the commitment and re-measurement dates of September 12, 2013 and September 30, 2013, respectively. | ||||||||
In the evaluation of these financing arrangements, the Company concluded that these conversion features did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable. | ||||||||
The Company elected to account for these hybrid contracts under the guidance of ASC 815-15-25-4. The fair value has been defined as the common stock equivalent value, enhanced by the fair value of the default put plus the present value of the coupon. | ||||||||
The holder of this convertible note has substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of these events the lender may be entitled to receive significant amounts of additional stock above the amounts for conversion. | ||||||||
Furthermore, there are additional events that could cause the lender to be due additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Company’s stock, etc. If the lender receives additional shares of the Company’s commons stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Company’s common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders | ||||||||
STOCKHOLDERS_DEFICIT_Tables
STOCKHOLDERS' DEFICIT (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||
Schedule Of Debt Conversion Shares Issued [Table Text Block] | ' | |||||||
Following the agreements with Coventry Enterprises, LLC (see Note 3) for $80,000, Coventry made the following conversions for a total of 15,119,481 shares of the company’s restricted stock during the first quarter of 2013 satisfying the notes in full: | ||||||||
Date | Number of shares | Fair Value | ||||||
converted | of Debt | |||||||
Converted | ||||||||
21-Jan-13 | 4,032,258 | $ | 37,619 | |||||
11-Feb-13 | 5,405,405 | $ | 42,510 | |||||
20-Mar-13 | 5,681,818 | $ | 40,414 | |||||
Following the agreement with Coventry Enterprises, LLC (see Note 5) for $88,500, Coventry made the following conversions for a total of 31,416,845 shares of the company’s restricted stock during the second quarter of 2013 satisfying the notes in full: | ||||||||
Date | Number of shares converted | Fair Value | ||||||
of Debt | ||||||||
Converted | ||||||||
4/17/13 | 7,133,333 | $ | 49,586 | |||||
5/16/13 | 11,101,694 | $ | 64,930 | |||||
6/12/13 | 13,181,818 | $ | 70,130 | |||||
During June and August, 2013, one of the convertible Notes holders made the following conversions of a total of 34,254,004 shares of the company’s restricted stock satisfying the notes in the amount of $125,000 with a fair value of $317,391 on the date of conversion (See Note 5). | ||||||||
Date | Number of shares converted | Fair Value | ||||||
of Debt | ||||||||
Converted | ||||||||
6/25/13 | 22,058,882 | $ | 188,352 | |||||
8/30/13 | 12,195,122 | $ | 129,039 | |||||
During August and September, 2013, $150,000 of the convertible notes were assigned to third parties in the form bearing interest of 8% annum at with a conversion price for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 to 20 trading days immediately preceding the Conversion Date. Immediately following the assignments, the conversions for a total of 64,052,862 shares of the company’s restricted stock were made as followings in satisfying the notes of $150,000 at the fair value of $475,519(See Note 5). | ||||||||
Date | Number of shares converted | Fair Value | ||||||
of Debt | ||||||||
Converted | ||||||||
8/28/13 | 22,026,431 | $ | 167,493 | |||||
9/3/13 | 20,000,000 | $ | 163,909 | |||||
9/4/13 | 22,026,431 | $ | 144,117 | |||||
STOCK_OPTIONS_AND_WARRANTS_Tab
STOCK OPTIONS AND WARRANTS (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Equity [Abstract] | ' | |||||||||||
Schedule Of Warrants Issued [Table Text Block] | ' | |||||||||||
A summary of warrants outstanding in conjunction with private placements of common stock were as follows during the nine months ended September 30, 2013: | ||||||||||||
Number of shares | Weighted average exercise price | |||||||||||
Balance December 31, 2012 | 57,256,667 | $ | 0.1 | |||||||||
Exercised | - | - | ||||||||||
Issued | 87,600,000 | $ | 0.01 – 0.10 | |||||||||
Forfeited | - | - | ||||||||||
Balance September 30, 2013 | 144,856,667 | $ | 0.093 | |||||||||
Schedule Of Warrants Outstanding [Table Text Block] | ' | |||||||||||
The following table summarizes information about fixed-price warrants outstanding as of September 30, 2013: | ||||||||||||
Exercise | Weighted | Weighted | Weighted | |||||||||
Price | Average | Average | Average | |||||||||
Number | Contractual | Exercise | ||||||||||
Outstanding | Life | Price | ||||||||||
$ | 0.01-0.10 | 72,949,707 | 2.21 years | $ | 0.093 | |||||||
BASIS_OF_PRESENTATION_AND_SUMM3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Total | $181,271 | $181,271 |
Less: Accumulated depreciation and amortization | -152,993 | -141,756 |
Property and equipment, net | 28,278 | 39,515 |
Computer Equipment [Member] | ' | ' |
Total | 21,918 | 21,918 |
Furniture and Fixtures [Member] | ' | ' |
Total | 34,757 | 34,757 |
Lab Equipment [Member] | ' | ' |
Total | 42,129 | 42,129 |
Telephone Equipment [Member] | ' | ' |
Total | 12,421 | 12,421 |
Office Equipment [Member] | ' | ' |
Total | 2,629 | 2,629 |
Leasehold Improvements [Member] | ' | ' |
Total | $67,417 | $67,417 |
BASIS_OF_PRESENTATION_AND_SUMM4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 189,109,786 | 67,715,663 |
Options and Warrants [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 144,856,667 | 47,921,667 |
Convertible Notes Payable [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 44,253,119 | 19,793,996 |
BASIS_OF_PRESENTATION_AND_SUMM5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Accumulated deficit | $41,373,103 | $41,373,103 | ' | $37,643,856 |
Working Capital | 4,616,323 | 4,616,323 | ' | ' |
Total stockholders' deficit | 4,568,952 | 4,568,952 | ' | 3,576,343 |
Depreciation and amortization | $3,746 | $11,237 | $11,250 | ' |
Minimum [Member] | ' | ' | ' | ' |
Public Utilities, Property, Plant and Equipment, Vehicles, Estimated Useful Life | ' | '3 years | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Public Utilities, Property, Plant and Equipment, Vehicles, Estimated Useful Life | ' | '7 years | ' | ' |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
Liabilities: | ' | ' | ||
Warrant liability | $847,892 | $18,727 | ||
Convertible notes at fair value | 738,216 | [1] | 588,091 | [1] |
Fair Value, Inputs, Level 1 [Member] | ' | ' | ||
Liabilities: | ' | ' | ||
Warrant liability | 0 | 0 | ||
Convertible notes at fair value | 0 | 0 | ||
Fair Value, Inputs, Level 2 [Member] | ' | ' | ||
Liabilities: | ' | ' | ||
Warrant liability | 0 | 0 | ||
Convertible notes at fair value | 0 | 0 | ||
Fair Value, Inputs, Level 3 [Member] | ' | ' | ||
Liabilities: | ' | ' | ||
Warrant liability | 847,892 | 18,727 | ||
Convertible notes at fair value | $738,216 | $588,091 | ||
[1] | At September 30, 2013, the balance of $738,216 consisted of the following convertible loans: In September and October 2011, the Company borrowed $250,000 each (aggregating $500,000) from two non-related parties. The principal of these loans were to be repaid with a balloon payment on or before October 1, 2012. On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days. Interest on these loans is payable monthly beginning in November 2011 with interest calculated at 20% and 12%, each, respectively. At September 30, 2013 and December 31, 2012, the accrued interest payable was $6,664 and $10,833, respectively. On April 30, 2013, the parties amended the notes to further extend the maturity date to November 3, 2013. The Company issued a total of 4,000,000 restricted shares to the note holders in connection with the amendment at a fair value of $20,800 (See note 6). During nine months ended September 30, 2013, one of the Notes holders made the conversions of a total of 34,254,004 shares of the companybs restricted stock satisfying the notes in the amount of $125,000 with a fair value of $317,391 on the date of conversion. During August and September, 2013, $150,000 of the debts were assigned to three non-related parties in the form of a Convertible Redeemable Note bearing interest of 8% annum at with a conversion price for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 to 20 trading days immediately preceding the Conversion Date. Following the assignments, the conversions for a total of 64,052,862 shares of the companybs restricted stock were made in satisfying the notes of $150,000 at the fair value of $475,519 (See note 6). At September 30, 2013, the remaining balance of these convertible notes payable, at fair value, was recorded at $291,127. On March 22, 2013, the Company issued a Convertible Debenture in the amount of $20,000 to Coventry Enterprises, LLC (bCoventryb). The note carries interest at 10% and is due on March 22, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.0075, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Companybs Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $24,931. Coventry made the conversions of a total of 8,810,572 shares of the companybs restricted stock satisfying the notes in full with a fair value of $188,747on September 4, 2013(See note 7). In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 2,600,000 shares of the Companybs common stock at an exercise price of $0.01 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $21,226 and $41,254, respectively using the Black-Scholes method at the commitment and re-measurement dates of March 22, 2013 and September 30, 2013, respectively. On July 10, 2013, the Company issued a Convertible Debenture in the amount of $30,000 to Christopher Castaldo in connection with an agreement for investor relation services (See Note 6). The note carries interest at 8% and is due on January 10, 2014, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of $.005. In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $5,284. At September 30, 2013, this convertible note payable, at fair value, was recorded at $98,431. On September 3, 2013, the Company issued a Convertible Debenture in the amount of $100,000 to Coventry Enterprises, LLC (bCoventryb). The note carries interest at 10% and is due on September 3, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.018, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Companybs Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $957,567. At September 30, 2013, this convertible note payable, at fair value, was recorded at $205,029. In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 20,000,000 shares of the Companybs common stock at an exercise price of $0.025 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $445,638 and $315,446, respectively using the Black-Scholes method at the commitment and re-measurement dates of September 3, 2013 and September 30, 2013, respectively. On September 12, 2013, the Company issued a Convertible Debenture in the amount of $70,000 to Coventry Enterprises, LLC (bCoventryb). The note carries interest at 10% and is due on September 12, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.02, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Companybs Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $309,055. At September 30, 2013, this convertible note payable, at fair value, was recorded at $143,629. In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 15,000,000 shares of the Companybs common stock at an exercise price of $0.025 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $262,230 and $236,696, respectively using the Black-Scholes method at the commitment and re-measurement dates of September 12, 2013 and September 30, 2013, respectively. In the evaluation of these financing arrangements, the Company concluded that these conversion features did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable. The Company elected to account for these hybrid contracts under the guidance of ASC 815-15-25-4. The fair value has been defined as the common stock equivalent value, enhanced by the fair value of the default put plus the present value of the coupon. The holder of this convertible note has substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of these events the lender may be entitled to receive significant amounts of additional stock above the amounts for conversion. Furthermore, there are additional events that could cause the lender to be due additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Companybs stock, etc. If the lender receives additional shares of the Companybs commons stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Companybs common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 1) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | ||
Beginning balance | $18,727 | |
Purchases, issuances, and settlements | -972,240 | |
Total loss or (gain) included in earnings (1) | 143,075 | [1] |
Ending balance | $847,892 | |
[1] | The gain or loss related to the revaluation of our warrant liability is included in bChange in fair value of derivativesb in the accompanying condensed consolidated statement of operations. |
FAIR_VALUE_MEASUREMENTS_Detail2
FAIR VALUE MEASUREMENTS (Details 2) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Debenture Face Amount | $738,216 |
Debenture Interest Rate, Minimum | 8.00% |
Debenture Interest Rate, Maximun | 20.00% |
Minimum [Member] | ' |
Debenture Conversion Price, Anti-Dilution Adjusted Price | $0.00 |
Debenture Conversion Price, Percentage of VWAP for Look-back Period | 55.00% |
Debenture Look-back Period | '10 days |
Maximum [Member] | ' |
Debenture Conversion Price, Anti-Dilution Adjusted Price | $0.02 |
Debenture Conversion Price, Percentage of VWAP for Look-back Period | 85.00% |
Debenture Look-back Period | '20 days |
FAIR_VALUE_MEASUREMENTS_Detail3
FAIR VALUE MEASUREMENTS (Details 3) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | ||
Beginning balance | $588,091 | [1] |
Purchases, issuances, and settlements | -972,240 | |
Ending balance | 738,216 | [1] |
Fair Value, Inputs, Level 3 [Member] | ' | |
Beginning balance | 588,091 | |
Purchases, issuances, and settlements | 462,420 | |
Day one loss on value of hybrid instrument | 1,655,861 | |
(Gain) loss from change in fair value | -386,723 | |
Conversion to common stock | -1,581,433 | |
Ending balance | $738,216 | |
[1] | At September 30, 2013, the balance of $738,216 consisted of the following convertible loans: In September and October 2011, the Company borrowed $250,000 each (aggregating $500,000) from two non-related parties. The principal of these loans were to be repaid with a balloon payment on or before October 1, 2012. On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days. Interest on these loans is payable monthly beginning in November 2011 with interest calculated at 20% and 12%, each, respectively. At September 30, 2013 and December 31, 2012, the accrued interest payable was $6,664 and $10,833, respectively. On April 30, 2013, the parties amended the notes to further extend the maturity date to November 3, 2013. The Company issued a total of 4,000,000 restricted shares to the note holders in connection with the amendment at a fair value of $20,800 (See note 6). During nine months ended September 30, 2013, one of the Notes holders made the conversions of a total of 34,254,004 shares of the companybs restricted stock satisfying the notes in the amount of $125,000 with a fair value of $317,391 on the date of conversion. During August and September, 2013, $150,000 of the debts were assigned to three non-related parties in the form of a Convertible Redeemable Note bearing interest of 8% annum at with a conversion price for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 to 20 trading days immediately preceding the Conversion Date. Following the assignments, the conversions for a total of 64,052,862 shares of the companybs restricted stock were made in satisfying the notes of $150,000 at the fair value of $475,519 (See note 6). At September 30, 2013, the remaining balance of these convertible notes payable, at fair value, was recorded at $291,127. On March 22, 2013, the Company issued a Convertible Debenture in the amount of $20,000 to Coventry Enterprises, LLC (bCoventryb). The note carries interest at 10% and is due on March 22, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.0075, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Companybs Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $24,931. Coventry made the conversions of a total of 8,810,572 shares of the companybs restricted stock satisfying the notes in full with a fair value of $188,747on September 4, 2013(See note 7). In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 2,600,000 shares of the Companybs common stock at an exercise price of $0.01 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $21,226 and $41,254, respectively using the Black-Scholes method at the commitment and re-measurement dates of March 22, 2013 and September 30, 2013, respectively. On July 10, 2013, the Company issued a Convertible Debenture in the amount of $30,000 to Christopher Castaldo in connection with an agreement for investor relation services (See Note 6). The note carries interest at 8% and is due on January 10, 2014, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of $.005. In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $5,284. At September 30, 2013, this convertible note payable, at fair value, was recorded at $98,431. On September 3, 2013, the Company issued a Convertible Debenture in the amount of $100,000 to Coventry Enterprises, LLC (bCoventryb). The note carries interest at 10% and is due on September 3, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.018, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Companybs Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $957,567. At September 30, 2013, this convertible note payable, at fair value, was recorded at $205,029. In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 20,000,000 shares of the Companybs common stock at an exercise price of $0.025 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $445,638 and $315,446, respectively using the Black-Scholes method at the commitment and re-measurement dates of September 3, 2013 and September 30, 2013, respectively. On September 12, 2013, the Company issued a Convertible Debenture in the amount of $70,000 to Coventry Enterprises, LLC (bCoventryb). The note carries interest at 10% and is due on September 12, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.02, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Companybs Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $309,055. At September 30, 2013, this convertible note payable, at fair value, was recorded at $143,629. In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 15,000,000 shares of the Companybs common stock at an exercise price of $0.025 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $262,230 and $236,696, respectively using the Black-Scholes method at the commitment and re-measurement dates of September 12, 2013 and September 30, 2013, respectively. In the evaluation of these financing arrangements, the Company concluded that these conversion features did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable. The Company elected to account for these hybrid contracts under the guidance of ASC 815-15-25-4. The fair value has been defined as the common stock equivalent value, enhanced by the fair value of the default put plus the present value of the coupon. The holder of this convertible note has substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of these events the lender may be entitled to receive significant amounts of additional stock above the amounts for conversion. Furthermore, there are additional events that could cause the lender to be due additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Companybs stock, etc. If the lender receives additional shares of the Companybs commons stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Companybs common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders |
FAIR_VALUE_MEASUREMENTS_Detail4
FAIR VALUE MEASUREMENTS (Details Textual) (Warrant [Member]) | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Minimum [Member] | ' |
Fair Value Assumptions, Risk Free Interest Rate | 0.36% |
Fair Value Assumptions, Expected Volatility Rate | 124.00% |
Maximum [Member] | ' |
Fair Value Assumptions, Risk Free Interest Rate | 1.39% |
Fair Value Assumptions, Expected Volatility Rate | 236.00% |
SETTLEMENT_OF_ACCOUNTS_AND_NOT1
SETTLEMENT OF ACCOUNTS AND NOTE PAYABLE (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 2 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||
Sep. 16, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 16, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
Two Vendor [Member] | Two Vendor [Member] | Vendor [Member] | Vendor [Member] | Harold H. Rumph [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Immunoclin, Ltd [Member] | ||||||
Common Stock [Member] | December 20, 2012 [Member] | January 7, 2013 [Member] | March 13, 2013 [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | ||||||||||||||
Assigned Debt Consideration Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20,000 | $40,000 | $20,000 | ' | ' | ' | ' | ' |
Long-term Debt, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,389 | ' | ' | ' | ' | ' | ' | ' | ' | 80,000 |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% |
Debt Conversion, Converted Instrument, Shares Issued | 8,472,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,565,102 | ' | ' | ' | 8,810,572 | 31,416,845 | 15,119,481 | 15,119,481 | ' |
Derivative, Loss on Derivative | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,885 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Original Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | 20,000 | 88,500 | 80,000 | ' | ' |
Gains (Losses) on Extinguishment of Debt, Total | ' | -611,968 | 0 | -673,902 | -213,090 | ' | 15,472 | 505,525 | ' | ' | 65,039 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | ' | ' | ' | ' | ' | 3,000,000 | 3,000,000 | 25,000,000 | ' | 14,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Payable | ' | ' | ' | ' | ' | 38,528 | 38,528 | 112,621 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted Stock Par Or Stated Value Per Share | ' | ' | ' | ' | ' | $0.02 | $0.02 | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued For Common Sock | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | 0.03 | 0.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued Salaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | $37,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding | ' | ' | ' | ' | ' | ' | ' | 263,910 | 243,146 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
DUE_TO_OFFICERS_Details
DUE TO OFFICERS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Due to officers | $691,779 | $723,386 |
Management [Member] | ' | ' |
Due to officers | 570,124 | 606,168 |
President [Member] | ' | ' |
Due to officers | $121,655 | $117,218 |
DUE_TO_OFFICERS_Details_Textua
DUE TO OFFICERS (Details Textual) (USD $) | 0 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 16, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Rik Deitsch [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Management [Member] | Management [Member] | President [Member] | President [Member] | ||||
Rik Deitsch [Member] | Rik Deitsch [Member] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | 4.00% | 4.00% | 5.00% | 5.00% |
Interest Payable | ' | ' | ' | ' | ' | ' | $343,630 | $324,853 | $41,829 | $37,392 |
Loans from officers | ' | 125,979 | 151,138 | 125,979 | ' | ' | ' | ' | ' | ' |
Repayment of stockholder loans | ' | 18,300 | 9,478 | 18,300 | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | 8,472,750 | ' | ' | ' | 50,000,000 | 50,000,000 | ' | ' | ' | ' |
Debt Conversion, Original Debt, Amount | ' | ' | ' | ' | ' | $162,500 | ' | ' | ' | ' |
OTHER_DEBT_Details
OTHER DEBT (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
Note payable - Related Party | $176,900 | [1] | $190,000 | [1] |
Notes payable - Non Related Parties | 435,194 | [2] | 593,483 | [2] |
Convertible notes payable, at fair value | 738,216 | [3] | 588,091 | [3] |
Ending balances | $1,350,310 | $1,371,574 | ||
[1] | At September 30, 2013, the balance of $176,900 consisted of the following loans: During the third quarter of 2010 we borrowed $200,000 from one of our directors. We repaid $20,000 during the third quarter of 2012 and 2013. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. At September 30, 2013, we owed this director accrued interest of $112,281. During January and February 2013, the Company received a total of $30,000 from DMH International, Inc., a company controlled by the CEO of the Company and repaid $30,000 in full and advanced DMH $3,100 during the nine months ended September 30, 2013. The notes are unsecured, non-interest bearing, and due on demand. The Company recorded $1,159 of imputed interest related to DMHbs loan payable as in-kind contribution at September 30, 2013. | |||
[2] | At September 30, 2013, the balance of $435,194 consisted of the following loans: In May 2011, the Company received a loan for $25,000 from a non-related party. This loan was expected to be repaid no later than December 31, 2011, along with interest calculated at 10% for the first month plus 12% after 30 days from funding. This loan is guaranteed by an officer of the Company. The Company was unable to repay the loan and they continue to accrue interest. At September 30, 2013, the accrued interest payable was $11,287. In May 2011, the Company received another loan for $25,000 from a non-related party. This loan was expected to be repaid no later than December 31, 2011, along with interest calculated at 10% for the first month plus 12% after 30 days from funding. This loan is guaranteed by an officer of the Company. On September 16, 2013, the non-related party accepted a total of 8,472,750 shares of the Companybs restricted common stock as a repayment to discharge $25,000 of his outstanding loan and accrued interest of $11,120 (See note 6). In July 2013, the Company issued a promissory note to the Michael McDonald Trust in the amount of $75,000 bearing interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 1,000,000 shares of the Company's common stocks (See note 6). The Company has recorded a debt discount in the amount of $3,977 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $3,977 was amortized over the term of the debt. Amortization for the three and nine months ended September 30, 2013 was $1,988. In the event of default, the Company will issue an additional 1,000,000 share of the Companybs common stocks on the date that is fifteen days after the maturity date (See Note 6). At December 31, 2012, the total amount of the Companybs debt assigned to Southridge was $483,482. In connection with the debt sales to Southridge, the Company recorded loss on settlement of accounts payable for $63,490 in statement of operations at December 31, 2012. During the first quarter of 2013, the suit was voluntarily dismissed involving debt held by Southridge for $483,482. The debt was reverted back to the original holders. In April, 2013, $88,500 of the debt held by Michael McDonald Trust was assigned to Coventry Enterprises, LLC (bCoventryb) in the form of a Convertible Redeemable Note bearing interest of 8% annum. Coventry was entitled to convert all or any amount of the this note into shares of the Company's common stock (the "Common Stock") at a conversion price ("Conversion Price") for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 trading days immediately preceding the Conversion Date. Following the agreements with Coventry, Coventry made the conversions for a total of 31,416,845 shares of the companybs restricted stock during the second quarter of 2013 satisfying the notes in full at the fair value of $186,646. In June, 2013, $57,800 of the debt was assigned to Coventry for a consideration of $60,000 from Baker Donelson Bearman Caldwell & Berkowitz, PC. in the form of Convertible Redeemable Notes bearing interest of 8% annum. The Company recorded a loss of $2,200 on settlement during the nine months ended September 30, 2013. Coventry was entitled to convert all or any amount of the these notes into shares of the Company's common stock (the "Common Stock") at a conversion price ("Conversion Price") for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during 20 trading days . Following the agreements, Coventry made the conversions for a total of 27,272,727 shares of the companybs restricted stock satisfying the notes in full at the fair value of $167,495. As a result of the debt assignments and conversions with Coventry, the remaining balance of the debt at September 30, 2013 is $337,182 which consisted of the following loans: i. On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (bLPRb), the Company agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. This settlement amount was recorded as general and administrative expenses on the date of the settlement. We did not make the December 2011 or January 2012 payments and on January 26, 2012, we signed the first amendment to the settlement agreement whereunder we agreed to pay $175,000 which was the balance outstanding at December 31, 2011(this includes a $25,000 penalty for non-payment). The Company repaid $25,000 during the three months ended March 31, 2012. The Company did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 5,714,326 shares of the Companybs free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). The $100,000 default was expensed during the quarter ended March 31, 2012. The balance due to LPR at September 30, 2012 was $250,000. LPR sold the note to Southridge Partners, LLP (bSouthridgeb) for consideration of $281,772 in October 2012. The debt was reverted back to the Company (See note 8). ii. At September 30, 2012, the Company owed University Centre West Ltd. approximately $55,410, which was assigned and sold to Southridge and subsequently reverted back to the Company. | |||
[3] | At September 30, 2013, the balance of $738,216 consisted of the following convertible loans: In September and October 2011, the Company borrowed $250,000 each (aggregating $500,000) from two non-related parties. The principal of these loans were to be repaid with a balloon payment on or before October 1, 2012. On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days. Interest on these loans is payable monthly beginning in November 2011 with interest calculated at 20% and 12%, each, respectively. At September 30, 2013 and December 31, 2012, the accrued interest payable was $6,664 and $10,833, respectively. On April 30, 2013, the parties amended the notes to further extend the maturity date to November 3, 2013. The Company issued a total of 4,000,000 restricted shares to the note holders in connection with the amendment at a fair value of $20,800 (See note 6). During nine months ended September 30, 2013, one of the Notes holders made the conversions of a total of 34,254,004 shares of the companybs restricted stock satisfying the notes in the amount of $125,000 with a fair value of $317,391 on the date of conversion. During August and September, 2013, $150,000 of the debts were assigned to three non-related parties in the form of a Convertible Redeemable Note bearing interest of 8% annum at with a conversion price for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 to 20 trading days immediately preceding the Conversion Date. Following the assignments, the conversions for a total of 64,052,862 shares of the companybs restricted stock were made in satisfying the notes of $150,000 at the fair value of $475,519 (See note 6). At September 30, 2013, the remaining balance of these convertible notes payable, at fair value, was recorded at $291,127. On March 22, 2013, the Company issued a Convertible Debenture in the amount of $20,000 to Coventry Enterprises, LLC (bCoventryb). The note carries interest at 10% and is due on March 22, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.0075, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Companybs Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $24,931. Coventry made the conversions of a total of 8,810,572 shares of the companybs restricted stock satisfying the notes in full with a fair value of $188,747on September 4, 2013(See note 7). In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 2,600,000 shares of the Companybs common stock at an exercise price of $0.01 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $21,226 and $41,254, respectively using the Black-Scholes method at the commitment and re-measurement dates of March 22, 2013 and September 30, 2013, respectively. On July 10, 2013, the Company issued a Convertible Debenture in the amount of $30,000 to Christopher Castaldo in connection with an agreement for investor relation services (See Note 6). The note carries interest at 8% and is due on January 10, 2014, unless previously converted into shares of restricted common stock. The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of $.005. In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $5,284. At September 30, 2013, this convertible note payable, at fair value, was recorded at $98,431. On September 3, 2013, the Company issued a Convertible Debenture in the amount of $100,000 to Coventry Enterprises, LLC (bCoventryb). The note carries interest at 10% and is due on September 3, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.018, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Companybs Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $957,567. At September 30, 2013, this convertible note payable, at fair value, was recorded at $205,029. In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 20,000,000 shares of the Companybs common stock at an exercise price of $0.025 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $445,638 and $315,446, respectively using the Black-Scholes method at the commitment and re-measurement dates of September 3, 2013 and September 30, 2013, respectively. On September 12, 2013, the Company issued a Convertible Debenture in the amount of $70,000 to Coventry Enterprises, LLC (bCoventryb). The note carries interest at 10% and is due on September 12, 2014, unless previously converted into shares of restricted common stock. Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.02, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Companybs Common Stock for the twenty trading days preceding the conversion date. In connection with the issuance of this convertible note payable, the Company encountered a day-one derivative loss of $309,055. At September 30, 2013, this convertible note payable, at fair value, was recorded at $143,629. In connection with the issuances of the Note, the Company also granted five-year warrants to purchase an aggregate of 15,000,000 shares of the Companybs common stock at an exercise price of $0.025 per share. The Company classified embedded conversion features in these warrants as a derivative liability. The warrants were valued at their fair value of $262,230 and $236,696, respectively using the Black-Scholes method at the commitment and re-measurement dates of September 12, 2013 and September 30, 2013, respectively. In the evaluation of these financing arrangements, the Company concluded that these conversion features did not meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, it requires bifurcation and liability classification, at fair value. The Company also concluded that the Default Put required bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, the Default Put is indexed to certain events that are not associated with the convertible note payable. The Company elected to account for these hybrid contracts under the guidance of ASC 815-15-25-4. The fair value has been defined as the common stock equivalent value, enhanced by the fair value of the default put plus the present value of the coupon. The holder of this convertible note has substantial rights and protections regarding dilution if certain events, including a default were to occur. There are a number of events that could trigger a default, including but not limited to failure to pay principal or interest, failure to issue shares under the conversion feature, breach of covenants, breach of representations and warranties, appointment of a receiver or trustee, judgments, bankruptcy, delisting of common stock, failure to comply with the exchange act, liquidation, cessation of operations, failure to maintain assets, material financial statement restatement, reverse split of borrowers stock, etc. In the event of these events the lender may be entitled to receive significant amounts of additional stock above the amounts for conversion. Furthermore, there are additional events that could cause the lender to be due additional shares of common stock above and beyond the shares due from a conversion. Some of these events include, but are not limited to a merger or consolidation of the Company, dividend distribution or spin off, dilutive issuances of the Companybs stock, etc. If the lender receives additional shares of the Companybs commons stock due to any of the foregoing events or for other reasons, then this may have an extremely dilutive effect on the shareholders of the Company. Such dilution would likely result in a significant drop in the per share price of the Companybs common stock. The potential dilutive nature of this note presents a very high degree of risk to the Company and its shareholders |
OTHER_DEBT_Details_Textual
OTHER DEBT (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 16, 2013 | Jul. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 12, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 03, 2013 | Mar. 22, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2012 | Aug. 02, 2011 | Jul. 31, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Oct. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | Jun. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Mar. 22, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Jul. 31, 2013 | Sep. 30, 2013 | Jul. 10, 2013 | 31-May-11 | Sep. 30, 2013 | Sep. 16, 2013 | 31-May-11 | Aug. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 31, 2011 | Sep. 30, 2011 | Mar. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2010 | ||||
Coventry Enterprises LLC [Member] | Coventry Enterprises LLC [Member] | Coventry Enterprises LLC [Member] | Coventry Enterprises LLC [Member] | Coventry Enterprises LLC [Member] | Coventry Enterprises LLC [Member] | Coventry Enterprises LLC [Member] | Coventry Enterprises LLC [Member] | Coventry Enterprises LLC [Member] | Coventry Enterprises LLC [Member] | October 26, 2012 [Member] | Liquid Package Resources Inc [Member] | Liquid Package Resources Inc [Member] | Liquid Package Resources Inc [Member] | Liquid Package Resources Inc [Member] | Liquid Package Resources Inc [Member] | Michael Mcdonald Trust [Member] | Michael Mcdonald Trust [Member] | Michael Mcdonald Trust [Member] | Southridge Partners II LLP [Member] | Southridge Partners II LLP [Member] | University Centre West Ltd [Member] | Immunoclin, Ltd [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Dmh International Inc [Member] | Christopher Castaldo [Member] | Christopher Castaldo [Member] | Christopher Castaldo [Member] | Note Payable One [Member] | Note Payable One [Member] | Note Payable Two [Member] | Note Payable Two [Member] | Note Payable Two [Member] | Note Payable Two [Member] | Note Payable Two [Member] | Note Payable Two [Member] | Note Payable Two [Member] | Note Payable Two [Member] | Convertible Notes Payable [Member] | Note Payable Three [Member] | Note Payable Three [Member] | Note Payable Three [Member] | Director [Member] | Director [Member] | Director [Member] | Director [Member] | |||||||||||
Restricted Stock [Member] | Restricted Stock One [Member] | Restricted Stock Two [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock One [Member] | Restricted Stock Two [Member] | Coventry Enterprises Llc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Parties, Current | ' | ' | $176,900 | [1] | ' | $176,900 | [1] | ' | $190,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 |
Repayments Of Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | 20,000 | ' | ' | |||
Debt Instrument, Interest Rate Terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'interest calculated at 10% for the first month plus 12% after 30 days from funding | ' | ' | 'interest calculated at 10% for the first month plus 12% after 30 days from funding | ' | ' | ' | 'interest calculated at 20% and 12%, each, respectively. | ' | ' | ' | ' | ' | ' | ' | ' | 'interest calculated at 10% for the first month plus 12% after 30 days from funding | ' | |||
Interest Payable, Current | 11,120 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,287 | 11,120 | ' | ' | 6,664 | 10,833 | ' | ' | ' | ' | ' | ' | ' | 112,281 | ' | 112,281 | ' | |||
Notes Payable, Current, Total | ' | ' | 435,194 | [2] | ' | 435,194 | [2] | ' | 593,483 | [2] | ' | ' | 57,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | 25,000 | ' | ' | ' | ' | 500,000 | 250,000 | ' | 150,000 | 150,000 | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Terms of Conversion Feature | ' | ' | ' | ' | ' | ' | ' | 'Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.02, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Companys Common Stock for the twenty trading days preceding the conversion date | 'Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.018, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Companys Common Stock for the twenty trading days preceding the conversion date | ' | 'Coventry has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price lesser of $.0075, or (ii) fifty-five percent (55%) of the average of the three lowest VWAP prices of the Companys Common Stock for the twenty trading days preceding the conversion date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Coventry was entitled to convert all or any amount of the these notes into shares of the Company's common stock (the "Common Stock") at a conversion price ("Conversion Price") for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during 20 trading days | 'Coventry was entitled to convert all or any amount of the this note into shares of the Company's common stock (the "Common Stock") at a conversion price ("Conversion Price") for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 trading days immediately preceding the Conversion Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The note holder has the right to convert the note, until is no longer outstanding into shares of Common Stock at a price of $.005 | ' | ' | ' | ' | ' | ' | ' | ' | 'On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days | ' | ' | ' | ' | 'conversion price for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 to 20 trading days immediately preceding the Conversion Date | ' | ' | ' | ' | ' | ' | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Instrument, Frequency of Periodic Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'monthly | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Settlement Agreement Initiation Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2-Aug-11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | |||
Settlement Agreement Consideration1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175,000 | ' | 350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Settlement Agreement Consideration Monthly Installment Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Settlement Agreement Damages Paid Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | 5,714,326 | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Settlement Agreement Settlement In Cash Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Settlement Agreement Settlement In Cash Initial Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Settlement Agreement Settlement In Cash Penalty Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debenture Face Amount | ' | ' | 738,216 | ' | 738,216 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 483,482 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Assignment Debt Consideration Amount Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 337,182 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 281,772 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Accounts Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 63,490 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Convertible Debt | ' | ' | 738,216 | ' | 738,216 | ' | ' | 70,000 | ' | ' | ' | ' | 100,000 | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,410 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Warrants To Purchase Common Stock Share | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | |||
Warrants To Purchase Common Stock Per Share Value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | ' | ' | $0.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | |||
Derivative, Gain (Loss) on Derivative, Net, Total | ' | ' | ' | ' | -1,696,557 | -83,447 | ' | ' | ' | ' | ' | 205,029 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98,431 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Imputed Interest Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,159 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Gains (Losses) on Extinguishment of Debt, Total | ' | ' | -611,968 | 0 | -673,902 | -213,090 | ' | ' | ' | ' | ' | 2,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,039 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Warrants Outstanding Fair Value | ' | ' | 236,696 | ' | 236,696 | ' | ' | 262,230 | 315,446 | ' | ' | 315,446 | 445,638 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 41,254 | 21,226 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Settlement Agreement Penalty Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Assigned Debt Consideration Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Instrument, Interest Rate During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Conversion, Converted Instrument, Shares Issued | 8,472,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,416,845 | 27,272,727 | 8,810,572 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,810,572 | 31,416,845 | 15,119,481 | 15,119,481 | 27,272,727 | ' | ' | ' | ' | ' | ' | ' | 8,472,750 | ' | 34,254,004 | 34,254,004 | ' | ' | ' | ' | ' | 64,052,862 | ' | ' | ' | ' | ' | ' | |||
Debt Conversion, Converted Instrument, Amount | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 186,646 | 167,495 | 188,747 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 188,747 | ' | ' | ' | 140,222 | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | 317,391 | 317,391 | ' | ' | ' | ' | ' | 475,519 | ' | ' | ' | ' | ' | ' | |||
Stock Issued During Period, Value, Restricted Stock Award, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Conversion, Original Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | 88,500 | 80,000 | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | 125,000 | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | |||
Proceeds from Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Accounts Payable, Interest-bearing, Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Amortization of Debt Discount (Premium) | ' | ' | 1,988 | ' | 1,988 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,977 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22-Mar-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10-Jan-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Derivative, Loss on Derivative | ' | ' | ' | ' | ' | ' | ' | ' | 309,055 | ' | ' | 957,567 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,885 | ' | ' | ' | ' | ' | ' | 24,931 | ' | 5,284 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Instrument Maturity Period | ' | 'six months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,977 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Due from Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Convertible Notes Payable Fair Value Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $291,127 | ' | $143,629 | ' | ' | ' | ' | |||
Additional Shares issuable Upon Default | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
[1] | At September 30, 2013, the balance of $176,900 consisted of the following loans: During the third quarter of 2010 we borrowed $200,000 from one of our directors. We repaid $20,000 during the third quarter of 2012 and 2013. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. At September 30, 2013, we owed this director accrued interest of $112,281. During January and February 2013, the Company received a total of $30,000 from DMH International, Inc., a company controlled by the CEO of the Company and repaid $30,000 in full and advanced DMH $3,100 during the nine months ended September 30, 2013. The notes are unsecured, non-interest bearing, and due on demand. The Company recorded $1,159 of imputed interest related to DMHbs loan payable as in-kind contribution at September 30, 2013. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[2] | At September 30, 2013, the balance of $435,194 consisted of the following loans: In May 2011, the Company received a loan for $25,000 from a non-related party. This loan was expected to be repaid no later than December 31, 2011, along with interest calculated at 10% for the first month plus 12% after 30 days from funding. This loan is guaranteed by an officer of the Company. The Company was unable to repay the loan and they continue to accrue interest. At September 30, 2013, the accrued interest payable was $11,287. In May 2011, the Company received another loan for $25,000 from a non-related party. This loan was expected to be repaid no later than December 31, 2011, along with interest calculated at 10% for the first month plus 12% after 30 days from funding. This loan is guaranteed by an officer of the Company. On September 16, 2013, the non-related party accepted a total of 8,472,750 shares of the Companybs restricted common stock as a repayment to discharge $25,000 of his outstanding loan and accrued interest of $11,120 (See note 6). In July 2013, the Company issued a promissory note to the Michael McDonald Trust in the amount of $75,000 bearing interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 1,000,000 shares of the Company's common stocks (See note 6). The Company has recorded a debt discount in the amount of $3,977 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $3,977 was amortized over the term of the debt. Amortization for the three and nine months ended September 30, 2013 was $1,988. In the event of default, the Company will issue an additional 1,000,000 share of the Companybs common stocks on the date that is fifteen days after the maturity date (See Note 6). At December 31, 2012, the total amount of the Companybs debt assigned to Southridge was $483,482. In connection with the debt sales to Southridge, the Company recorded loss on settlement of accounts payable for $63,490 in statement of operations at December 31, 2012. During the first quarter of 2013, the suit was voluntarily dismissed involving debt held by Southridge for $483,482. The debt was reverted back to the original holders. In April, 2013, $88,500 of the debt held by Michael McDonald Trust was assigned to Coventry Enterprises, LLC (bCoventryb) in the form of a Convertible Redeemable Note bearing interest of 8% annum. Coventry was entitled to convert all or any amount of the this note into shares of the Company's common stock (the "Common Stock") at a conversion price ("Conversion Price") for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 trading days immediately preceding the Conversion Date. Following the agreements with Coventry, Coventry made the conversions for a total of 31,416,845 shares of the companybs restricted stock during the second quarter of 2013 satisfying the notes in full at the fair value of $186,646. In June, 2013, $57,800 of the debt was assigned to Coventry for a consideration of $60,000 from Baker Donelson Bearman Caldwell & Berkowitz, PC. in the form of Convertible Redeemable Notes bearing interest of 8% annum. The Company recorded a loss of $2,200 on settlement during the nine months ended September 30, 2013. Coventry was entitled to convert all or any amount of the these notes into shares of the Company's common stock (the "Common Stock") at a conversion price ("Conversion Price") for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during 20 trading days . Following the agreements, Coventry made the conversions for a total of 27,272,727 shares of the companybs restricted stock satisfying the notes in full at the fair value of $167,495. As a result of the debt assignments and conversions with Coventry, the remaining balance of the debt at September 30, 2013 is $337,182 which consisted of the following loans: i. On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (bLPRb), the Company agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. This settlement amount was recorded as general and administrative expenses on the date of the settlement. We did not make the December 2011 or January 2012 payments and on January 26, 2012, we signed the first amendment to the settlement agreement whereunder we agreed to pay $175,000 which was the balance outstanding at December 31, 2011(this includes a $25,000 penalty for non-payment). The Company repaid $25,000 during the three months ended March 31, 2012. The Company did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 5,714,326 shares of the Companybs free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). The $100,000 default was expensed during the quarter ended March 31, 2012. The balance due to LPR at September 30, 2012 was $250,000. LPR sold the note to Southridge Partners, LLP (bSouthridgeb) for consideration of $281,772 in October 2012. The debt was reverted back to the Company (See note 8). ii. At September 30, 2012, the Company owed University Centre West Ltd. approximately $55,410, which was assigned and sold to Southridge and subsequently reverted back to the Company. |
STOCKHOLDERS_DEFICIT_Details
STOCKHOLDERS' DEFICIT (Details) (USD $) | 0 Months Ended | 3 Months Ended | 2 Months Ended | |||||||||
Sep. 16, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
January 21 2013 [Member] | February 11 2013 [Member] | March 20 2013 [Member] | April 17 2013 [Member] | May 16 2013 [Member] | June 12 2013 [Member] | June 25 2013 [Member] | August 30 2013 [Member] | August 28 2013 [Member] | September 3 2012 [Member] | September 4 2013 [Member] | ||
Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [Member] | Coventry Enterprises LlC [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] | ||
Debt Conversion, Converted Instrument, Shares Issued | 8,472,750 | 4,032,258 | 5,405,405 | 5,681,818 | 7,133,333 | 11,101,694 | 13,181,818 | 22,058,882 | 12,195,122 | 22,026,431 | 20,000,000 | 22,026,431 |
Debt Conversion, Converted Instrument, Amount | $25,000 | $37,619 | $42,510 | $40,414 | $49,586 | $64,930 | $70,130 | $188,352 | $129,039 | $167,493 | $163,909 | $144,117 |
STOCKHOLDERS_DEFICIT_Details_T
STOCKHOLDERS' DEFICIT (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 2 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||||||||||||||||
Sep. 16, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 16, 2013 | Apr. 30, 2013 | Sep. 16, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2011 | Sep. 30, 2011 | 31-May-11 | Sep. 30, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Aug. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Feb. 22, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Oct. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | Aug. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Oct. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 31, 2013 | Sep. 30, 2013 | Jul. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 03, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | 31-May-13 | Feb. 28, 2013 | Sep. 30, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Jan. 31, 2013 | Sep. 30, 2013 | ||||
Harold H. Rumph [Member] | Two Vendor [Member] | Two Vendor [Member] | Vendor [Member] | Vendor [Member] | Debt Modification [Member] | Note Payable Two [Member] | Note Payable Two [Member] | Note Payable Two [Member] | Note Payable Two [Member] | Note Payable Two [Member] | Note Payable Two [Member] | Note Payable Two [Member] | Note Payable Three [Member] | Note Payable Three [Member] | Two Investors [Member] | Two Investors [Member] | Two Investors [Member] | Roetzell & Andress [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Jpu Ventures Inc [Member] | Jpu Ventures Inc [Member] | Jpu Ventures Inc [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Coventry Enterprises Llc [Member] | Capital Path Securities Llc [Member] | Capital Path Securities Llc [Member] | Capital Path Securities Llc [Member] | Michael Mcdonald Trust [Member] | Rik Deitsch [Member] | Rik Deitsch [Member] | Consultant One [Member] | Consultant One [Member] | Consultant Two [Member] | Consultant Two [Member] | Consultant Two [Member] | Consultant Two [Member] | Consultant Two [Member] | Consultant Three [Member] | Consultant Three [Member] | Consultant Four [Member] | Consultant Four [Member] | Five Consultants [Member] | Five Consultants [Member] | Five Consultants [Member] | Consultant Five [Member] | Consultant Five [Member] | Consultant Six [Member] | Consultant Six [Member] | Employees and Directors [Member] | Employees and Directors [Member] | Consultant Seven [Member] | Consultant Seven [Member] | Consultant Seven [Member] | Consultant Eight [Member] | Consultant Eight [Member] | Consultant Nine [Member] | Consultant Ten [Member] | Consultant Ten [Member] | Consultant Eleven [Member] | Consultant Eleven [Member] | Consultant twelve [Member] | Consultant twelve [Member] | Consultant Thirteen [Member] | Consultant Thirteen [Member] | |||||||||
Maximum [Member] | Minimum [Member] | Roetzell & Andress [Member] | Roetzell & Andress [Member] | Mark Bergman [Member] | Mark Bergman [Member] | Mark Bergman [Member] | October 26, 2012 [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock One [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] | 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] | |||||||||||||||||||||||||||||||
Vendor [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Stock Issued During Period, Shares, Issued for Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | 5,500,000 | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | 6,000,000 | ' | ' | 500,000 | ' | 2,000,000 | ' | 2,000,000 | ' | 15,100,000 | ' | ' | 2,000,000 | ' | 100,000 | ' | ' | ' | ' | 15,000,000 | ' | 2,000,000 | ' | 1,000,000 | 8,000,000 | ' | 1,500,000 | ' | 3,000,000 | ' | 10,000,000 | ' | |||
Common Stock Price Per Share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | $0.01 | ' | ' | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | $0.02 | $0.02 | $0.01 | ' | $0.01 | ' | $0.01 | ' | $0.01 | ' | $0.01 | ' | ' | $0.00 | ' | $0.00 | ' | ' | $0.02 | $0.01 | $0.01 | ' | $0.00 | ' | $0.01 | $0.01 | ' | $0.01 | ' | $0.01 | ' | $0.01 | ' | |||
Investor Relations Services Agreement Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'one year | ' | ' | 'six months | ' | ' | 'six months | 'nine months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'six months | ' | ' | ' | 'six months | 'one year | ' | 'six months | ' | 'six months | ' | ' | 'six months | ' | ' | ' | ' | ' | ' | ' | ' | 'nine months | ' | 'six months | 'one year | ' | 'two months | ' | 'six months | ' | 'one year | ' | |||
Allocated Share-based Compensation Expense, Total | ' | ' | ' | ' | $8,697 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11,123 | $14,000 | ' | $28,646 | $40,104 | ' | ' | $21,875 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $151,375 | ' | ' | ' | $34,350 | ' | ' | ' | $18,718 | $1,042 | ' | ' | $2,301 | ' | $2,815 | ' | $108,534 | $80,216 | ' | $4,177 | ' | $420 | ' | ' | ' | ' | $85,500 | ' | $5,462 | $5,300 | ' | $44,888 | ' | $10,500 | ' | $27,000 | ' | $36,986 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 months 15 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 months | ' | ' | ' | '11 months | ' | '4 months 15 days | ' | ' | ' | ' | '3 months | ' | ' | ' | ' | ' | ' | ' | ' | '3 months | ' | ' | '3 months 15 days | ' | ' | ' | ' | ' | '3 months | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | ' | 3,533 | 3,533 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,877 | ' | ' | ' | ' | ' | ' | ' | 15,625 | ' | ' | ' | ' | ' | ' | ' | ' | 21,625 | ' | ' | ' | ' | ' | ' | ' | ' | 85,082 | 5,208 | ' | ' | 21,699 | ' | 8,385 | ' | ' | ' | ' | 4,223 | ' | ' | ' | ' | ' | ' | ' | ' | 2,938 | ' | ' | 19,112 | ' | ' | ' | ' | ' | 13,014 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Period Increase (Decrease) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Placement Agent Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Conversion, Converted Instrument, Amount | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | 317,391 | 317,391 | ' | ' | ' | ' | 475,519 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 188,747 | ' | ' | ' | 140,222 | ' | ' | ' | ' | 162,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Conversion, Converted Instrument, Shares Issued | 8,472,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,472,750 | 34,254,004 | 34,254,004 | ' | ' | ' | ' | 64,052,862 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,810,572 | 31,416,845 | 15,119,481 | 15,119,481 | 27,272,727 | ' | ' | ' | ' | 50,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Conversion, Original Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | 125,000 | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | 88,500 | 80,000 | ' | 60,000 | ' | ' | ' | ' | ' | 162,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Instrument Maturity Date Amended Amount One | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Instrument Maturity Date Amended Amount Two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Instrument Maturity Date Amended Aggregate Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Instrument Extended Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3-Nov-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Stock Issued During Period Shares Issued Under Subscription Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common Stock Issuable For Subscription Agreement Value Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Stock Issued During Period Value Issued Under Subscription Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Proceeds from Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Amortization of Debt Discount (Premium) | ' | 1,988 | 1,988 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,977 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Debt Instrument, Convertible, Terms Of Conversion Feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'On October 19, 2012 the parties amended the notes to extend the due date to May 1, 2013 and include a conversion feature that would allow the holders to convert some or all of their outstanding notes into restricted Company stock at a 15% discount to the average closing market price of the Company's stock traded over the previous 10 days | ' | ' | ' | 'conversion price for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 to 20 trading days immediately preceding the Conversion Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Coventry was entitled to convert all or any amount of the these notes into shares of the Company's common stock (the "Common Stock") at a conversion price ("Conversion Price") for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during 20 trading days | 'Coventry was entitled to convert all or any amount of the this note into shares of the Company's common stock (the "Common Stock") at a conversion price ("Conversion Price") for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 trading days immediately preceding the Conversion Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Notes Payable, Current, Total | ' | 435,194 | [1] | 435,194 | [1] | ' | 593,483 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 250,000 | 25,000 | 150,000 | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Interest Payable, Current | 11,120 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,120 | ' | 6,664 | 10,833 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | ' | ' | ' | ' | ' | 14,800,000 | 3,000,000 | 3,000,000 | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Accrued Salaries | ' | ' | ' | ' | ' | 37,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Accounts Payable | ' | ' | ' | ' | ' | ' | 38,528 | 38,528 | 112,621 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Restricted Stock Par Or Stated Value Per Share | ' | ' | ' | ' | ' | ' | $0.02 | $0.02 | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | 0.03 | 0.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common Stock, Par or Stated Value Per Share | ' | $0.00 | $0.00 | ' | $0.00 | ' | ' | ' | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Convertible Debt | ' | 738,216 | 738,216 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Warrants Issued For Common Sock | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Stock Issued During Period, Value, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
[1] | At September 30, 2013, the balance of $435,194 consisted of the following loans: In May 2011, the Company received a loan for $25,000 from a non-related party. This loan was expected to be repaid no later than December 31, 2011, along with interest calculated at 10% for the first month plus 12% after 30 days from funding. This loan is guaranteed by an officer of the Company. The Company was unable to repay the loan and they continue to accrue interest. At September 30, 2013, the accrued interest payable was $11,287. In May 2011, the Company received another loan for $25,000 from a non-related party. This loan was expected to be repaid no later than December 31, 2011, along with interest calculated at 10% for the first month plus 12% after 30 days from funding. This loan is guaranteed by an officer of the Company. On September 16, 2013, the non-related party accepted a total of 8,472,750 shares of the Companybs restricted common stock as a repayment to discharge $25,000 of his outstanding loan and accrued interest of $11,120 (See note 6). In July 2013, the Company issued a promissory note to the Michael McDonald Trust in the amount of $75,000 bearing interest at a rate of 2%. The note is due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, the Company issued 1,000,000 shares of the Company's common stocks (See note 6). The Company has recorded a debt discount in the amount of $3,977 to reflect the value of the common stocks as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stocks and additional paid-in capital. The total discount of $3,977 was amortized over the term of the debt. Amortization for the three and nine months ended September 30, 2013 was $1,988. In the event of default, the Company will issue an additional 1,000,000 share of the Companybs common stocks on the date that is fifteen days after the maturity date (See Note 6). At December 31, 2012, the total amount of the Companybs debt assigned to Southridge was $483,482. In connection with the debt sales to Southridge, the Company recorded loss on settlement of accounts payable for $63,490 in statement of operations at December 31, 2012. During the first quarter of 2013, the suit was voluntarily dismissed involving debt held by Southridge for $483,482. The debt was reverted back to the original holders. In April, 2013, $88,500 of the debt held by Michael McDonald Trust was assigned to Coventry Enterprises, LLC (bCoventryb) in the form of a Convertible Redeemable Note bearing interest of 8% annum. Coventry was entitled to convert all or any amount of the this note into shares of the Company's common stock (the "Common Stock") at a conversion price ("Conversion Price") for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during the 15 trading days immediately preceding the Conversion Date. Following the agreements with Coventry, Coventry made the conversions for a total of 31,416,845 shares of the companybs restricted stock during the second quarter of 2013 satisfying the notes in full at the fair value of $186,646. In June, 2013, $57,800 of the debt was assigned to Coventry for a consideration of $60,000 from Baker Donelson Bearman Caldwell & Berkowitz, PC. in the form of Convertible Redeemable Notes bearing interest of 8% annum. The Company recorded a loss of $2,200 on settlement during the nine months ended September 30, 2013. Coventry was entitled to convert all or any amount of the these notes into shares of the Company's common stock (the "Common Stock") at a conversion price ("Conversion Price") for each share of Common Stock equal to 55% of the average of the daily volume weighted average prices of the Common Stock for the 3 trading days with the lowest volume weighted average prices during 20 trading days . Following the agreements, Coventry made the conversions for a total of 27,272,727 shares of the companybs restricted stock satisfying the notes in full at the fair value of $167,495. As a result of the debt assignments and conversions with Coventry, the remaining balance of the debt at September 30, 2013 is $337,182 which consisted of the following loans: i. On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (bLPRb), the Company agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. This settlement amount was recorded as general and administrative expenses on the date of the settlement. We did not make the December 2011 or January 2012 payments and on January 26, 2012, we signed the first amendment to the settlement agreement whereunder we agreed to pay $175,000 which was the balance outstanding at December 31, 2011(this includes a $25,000 penalty for non-payment). The Company repaid $25,000 during the three months ended March 31, 2012. The Company did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 5,714,326 shares of the Companybs free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). The $100,000 default was expensed during the quarter ended March 31, 2012. The balance due to LPR at September 30, 2012 was $250,000. LPR sold the note to Southridge Partners, LLP (bSouthridgeb) for consideration of $281,772 in October 2012. The debt was reverted back to the Company (See note 8). ii. At September 30, 2012, the Company owed University Centre West Ltd. approximately $55,410, which was assigned and sold to Southridge and subsequently reverted back to the Company. |
STOCK_OPTIONS_AND_WARRANTS_Det
STOCK OPTIONS AND WARRANTS (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Number of shares, Balance December 31, 2012 | 57,256,667 |
Number of shares, Exercised | 0 |
Number of shares, Issued | 87,600,000 |
Number of shares, Forfeited | 0 |
Number of shares, Balance September 30, 2013 | 144,856,667 |
Weighted average exercise price, Balance December 31, 2012 (in dollars per share) | $0.10 |
Weighted average exercise price, Exercised (in dollars per share) | $0 |
Weighted average exercise price, Forfeited (in dollars per share) | $0 |
Weighted average exercise price, Balance September 30, 2013 (in dollars per share) | $0.09 |
Minimum [Member] | ' |
Weighted average exercise price, Issued (in dollars per share) | $0.01 |
Maximum [Member] | ' |
Weighted average exercise price, Issued (in dollars per share) | $0.10 |
STOCK_OPTIONS_AND_WARRANTS_Det1
STOCK OPTIONS AND WARRANTS (Details 1) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Warrants, Weighted Average Number Outstanding (in shares) | 144,856,667 | 57,256,667 |
Warrants, Weighted Average Contractual Life | '2 years 2 months 16 days | ' |
Warrants, Weighted Average Exercise Price | $0.09 | $0.10 |
Warrant [Member] | Minimum [Member] | ' | ' |
Warrants, Exercise Price | 0.01 | ' |
Warrant [Member] | Maximum [Member] | ' | ' |
Warrants, Exercise Price | 0.1 | ' |
STOCK_OPTIONS_AND_WARRANTS_Det2
STOCK OPTIONS AND WARRANTS (Details Textual) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 16, 2013 | Sep. 30, 2013 | Sep. 12, 2013 | Sep. 03, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2013 |
Vendor [Member] | Vendor [Member] | Coventry [Member] | Coventry [Member] | Coventry [Member] | Coventry [Member] | Coventry [Member] | Convertible Notes Payable [Member] | Chief Executive Officer [Member] | ||
Warrant One [Member] | Warrant Two [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price (in dollars per share) | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants To Purchase Common Stock Share | ' | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | 25,000,000 |
Warrants To Purchase Common Stock Per Share Value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | $0.10 |
Warrants Expiry Period | ' | ' | ' | ' | ' | ' | ' | ' | 22-Mar-18 | 31-Dec-14 |
Warrants Issued For Common Sock | ' | 25,000,000 | 25,000,000 | ' | 15,000,000 | 20,000,000 | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | 0.03 | 0.03 | 0.025 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | 31-Dec-14 | ' | ' | ' | ' | 3-Sep-18 | 12-Sep-18 | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2010 | Dec. 31, 2008 | Dec. 31, 2006 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | |
Patricia Meding, et. al. v. ReceptoPharm, Inc. f/k/a Receptogen, Inc. [Member] | Patricia Meding, et. al. v. ReceptoPharm, Inc. f/k/a Receptogen, Inc. [Member] | Patricia Meding, et. al. v. ReceptoPharm, Inc. f/k/a Receptogen, Inc. [Member] | Liquid Packaging Resources, Inc. v. Nutra Pharma Corp. and Erik "Rik" Deitsch [Member] | Liquid Packaging Resources, Inc. v. Nutra Pharma Corp. and Erik "Rik" Deitsch [Member] | Laurence N. Raymond v. Receptopharm, Inc. et al. [Member] | Paul F. Reid v, Harold H. Rumph et al. [Member] | Involuntary Petition of Bankruptcy [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||
Loss Contingency, Damages Sought, Value | ' | ' | ' | ' | $768,506 | $118,928.15 | ' | $500,000 | $300,000 | $330,000 | $990,927 | ' | ' | ' |
Cancellation Of Share Certificate (in shares) | ' | ' | ' | 1,214,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential Exposure | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Shares Claimed (in shares) | ' | ' | ' | 1,214,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Alleged Shares Claimed (in shares) | ' | ' | ' | 1,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reimbursement Expenses For Third Party | ' | ' | ' | ' | ' | ' | ' | 359,826.85 | ' | ' | ' | ' | ' | ' |
Component Agreed Price | ' | ' | ' | ' | ' | ' | ' | 350,000 | ' | ' | ' | ' | ' | ' |
Component Agreed Price Period | ' | ' | ' | ' | ' | ' | ' | '7 months | ' | ' | ' | ' | ' | ' |
Component Agreed Price Monthly Installments | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' |
Loss Contingency Stock Value | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' |
Loss Contingency, Damages Paid, Value | ' | ' | ' | ' | ' | ' | 25,000 | 150,000 | ' | ' | ' | ' | ' | ' |
Loss Contingency Late Fee | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' |
Loss Contingency Damages Paid Value Total | ' | ' | ' | ' | ' | ' | ' | 205,000 | ' | ' | ' | ' | ' | ' |
Loss Contingency Additional Payments Agreed | ' | ' | ' | ' | ' | ' | 15,000 | 150,000 | ' | ' | ' | ' | ' | ' |
Loss Contingency Accrual, at Carrying Value | ' | ' | ' | ' | ' | ' | 175,000 | 10,000 | ' | ' | ' | ' | ' | ' |
Loss Contingency Damages Due Monthly | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Damages Awarded, Value | ' | ' | ' | ' | ' | ' | 450,000 | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency Damages Sought Amended Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 816,662 | ' | ' | ' |
Lease Rent Payments Monthly Basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500 | ' | 9,000 |
Operating Lease Renewed Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' |
Operating Leases, Rent Expense | ' | 26,937 | 88,135 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' |
Payment On Monthly Lease And Rental Expense | $5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Maximum [Member] | Minimum [Member] | Michael Mcdonald Trust [Member] | Subsequent Event [Member] | Consultant [Member] | Consultant [Member] | Southridge Partners II, LLC [Member] | Southridge Partners II, LLC [Member] | Investor [Member] | Investor [Member] | Investor [Member] | ||||
Debt Modification [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||||
Restricted Stock [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | |||||||||||
Debt Instrument, Face Amount | $738,216 | ' | ' | ' | ' | ' | ' | $30,000 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | 15,000,000 | ' | ' | ' | ' | ' |
Payments To Be For Services Received | ' | ' | ' | ' | ' | ' | ' | 3,500 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | $0.02 | $0.00 | ' | ' | $0.01 | ' | $0.00 | $0.02 | ' | ' | ' |
StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | 10,500,000 | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | ' | $0.00 | ' | ' | ' | $0.02 | ' | ' | ' | ' | ' | $0.02 | $0.00 |
Proceeds from Issuance of Common Stock | 45,000 | 270,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,500 | ' | ' |
NotesPayable | ' | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | 3-May-14 | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | $35,000 | ' | ' | ' | ' |
Line of Credit Facility, Interest Rate During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' |
Debt Instrument, Convertible, Threshold Trading Days | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | ' | ' | ' | ' |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' |