Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 07, 2014 | Jun. 28, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'Brownie's Marine Group, Inc | ' | ' |
Entity Central Index Key | '0001166708 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Trading Symbol | 'BWMG | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 8,030,378 | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $246,138 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Cash | $70,084 | $69,292 |
Accounts receivable, net of $39,000 and $36,000 allowance for doubtful accounts, respectively | 30,298 | 20,556 |
Accounts receivable - related parties | 105,942 | 51,703 |
Inventory | 735,926 | 603,867 |
Prepaid expenses and other current assets | 109,523 | 148,851 |
Other current assets - related parties | 5,917 | 0 |
Deferred tax asset, net - current | 277 | 304 |
Total current assets | 1,057,967 | 894,573 |
Furniture, fixtures and equipment, net | 76,265 | 72,281 |
Deferred tax asset, net - non-current | 2,330 | 9,781 |
Other assets | 27,635 | 31,635 |
Total assets | 1,164,197 | 1,008,270 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ' | ' |
Accounts payable and accrued liabilities | 534,558 | 508,715 |
Customer deposits and unearned revenue | 99,610 | 53,678 |
Royalties payable - related parties | 137,129 | 137,563 |
Other liabilities | 252,009 | 170,827 |
Other liabilities and accrued interest - related parties | 73,017 | 80,517 |
Convertible debentures, net | 523,576 | 638,667 |
Notes payable - current portion | 12,540 | 12,152 |
Notes payable - related parties - current portion | 127,619 | 168,384 |
Total current liabilities | 1,760,058 | 1,770,503 |
Long-term liabilities | ' | ' |
Notes payable - long-term portion | 2,765 | 15,412 |
Notes payable - related parties - long-term portion | 0 | 0 |
Total liabilities | 1,762,823 | 1,785,915 |
Commitments and contingencies | ' | ' |
Stockholders' deficit | ' | ' |
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding | 425 | 425 |
Common stock; $0.0001 par value; 5,000,000,000 shares authorized; 10,049,140 and 2,357,589 shares issued, respectively; 5,672,051 and 401,424 shares outstanding, respectively | 567 | 40 |
Common stock payable; $0.0001 par value; 200,795 and 962,940 shares, respectively | 20 | 96 |
Prepaid equity based compensation | 0 | -137,494 |
Additional paid-in capital | 8,478,092 | 7,648,732 |
Accumulated deficit | -9,077,730 | -8,289,444 |
Total stockholders' deficit | -598,626 | -777,645 |
Total liabilities and stockholders' deficit | $1,164,197 | $1,008,270 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for accounts receivable (in dollars) | $39,000 | $36,000 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 425,000 | 425,000 |
Preferred stock, shares outstanding | 425,000 | 425,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common Stock Issued Including Shares Held In Escrow | 10,049,140 | 2,357,589 |
Common stock, shares outstanding | 5,672,051 | 401,424 |
Common stock payable, Par value (in dollars Per share) | $0.00 | $0.00 |
Common stock payable, shares outstanding | 200,795 | 962,940 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Net revenues | ' | ' |
Net revenues | $1,924,445 | $2,048,364 |
Net revenues - related parties | 946,243 | 815,963 |
Total net revenues | 2,870,688 | 2,864,327 |
Cost of net revenues | ' | ' |
Cost of net revenues | 1,919,964 | 1,915,746 |
Royalties expense - related parties | 69,591 | 66,166 |
Total cost of net revenues | 1,989,555 | 1,981,912 |
Gross profit | 881,133 | 882,415 |
Operating expenses | ' | ' |
Selling, general and administrative | 1,459,137 | 2,457,484 |
Research and development costs | 75,760 | 47,797 |
Total operating expenses | 1,534,897 | 2,505,281 |
Loss from operations | -653,764 | -1,622,866 |
Other expense, net | ' | ' |
Other (income), expense net | -73,731 | 81,655 |
Interest expense | 198,342 | 264,243 |
Interest expense - related parties | 2,433 | 6,354 |
Total other expense, net | 127,044 | 352,252 |
Net loss before provision for income taxes | -780,808 | -1,975,118 |
Provision for income tax expense | 7,478 | 38,231 |
Net loss | ($788,286) | ($2,013,349) |
Basic loss per common share (in dollars per share) | ($0.32) | ($14.24) |
Diluted loss per common share (in dollars per share) | ($0.32) | ($14.24) |
Basic weighted average common shares outstanding (in shares) | 2,484,342 | 141,365 |
Diluted weighted average common shares outstanding (in shares) | 2,484,342 | 141,365 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (USD $) | Total | Common Stock [Member] | Preferred Stock [Member] | Common Stock Payable [Member] | Prepaid Equity Based Compensation [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2011 | ($762,401) | $4 | $425 | $1 | ($637,498) | $6,150,762 | ($6,276,095) |
Balance (in shares) at Dec. 31, 2011 | ' | 35,499 | 425,000 | 7,651 | ' | ' | ' |
Issuance of stock payable from prior reporting periods | 0 | 1 | 0 | -1 | 0 | 0 | 0 |
Issuance of stock payable from prior reporting periods (in shares) | ' | 7,651 | 0 | -7,651 | ' | ' | ' |
Stock granted or payable for consulting, legal, and other professional services | 230,912 | 3 | 0 | 0 | 0 | 230,909 | 0 |
Stock granted or payable for consulting, legal, and other professional services (in shares) | ' | 36,259 | 0 | 0 | ' | ' | ' |
Equity based incentive/retention bonuses to consultants | 280,400 | 0 | 0 | 68 | 0 | 280,332 | 0 |
Equity based incentive/retention bonuses to consultants (in shares) | ' | 0 | 0 | 678,519 | ' | ' | ' |
Stock for equity investment | 5,000 | 0 | 0 | 0 | 0 | 5,000 | 0 |
Stock for equity investment (in shares) | ' | 494 | 0 | 0 | ' | ' | ' |
Discounts on convertible debentures | 150,129 | 0 | 0 | 0 | 0 | 150,129 | 0 |
Equity based compensation and incentive/ retention bonus to Chief Executive Officer | 264,999 | 0 | 0 | 10 | 0 | 264,989 | 0 |
Equity based compensation and incentive/ retention bonus to Chief Executive Officer (in shares) | ' | 0 | 0 | 102,460 | ' | ' | ' |
Amortization of prepaid equity based compensation to Chief Executive Officer | 500,004 | 0 | 0 | 0 | 500,004 | 0 | 0 |
Conversion of Board of Directors' fees payable to stock | 22,500 | 2 | 0 | 0 | 0 | 22,498 | 0 |
Conversion of Board of Directors' fees payable to stock (in shares) | ' | 18,519 | 0 | 0 | ' | ' | ' |
Equity based year end bonus to non-employee Board of Director | 73,000 | 0 | 0 | 18 | 0 | 72,982 | 0 |
Equity based year end bonus to non-employee Board of Director (in shares) | ' | 0 | 0 | 180,247 | ' | ' | ' |
Conversion of employee compensation payable to stock | 99,000 | 2 | 0 | 0 | 0 | 98,998 | 0 |
Conversion of employee compensation payable to stock (in shares) | ' | 16,537 | 0 | 0 | ' | ' | ' |
Equity based incentive/retention bonuses to employees | 1,650 | 0 | 0 | 0 | 0 | 1,650 | 0 |
Equity based incentive/retention bonuses to employees (in shares) | ' | 0 | 0 | 1,358 | ' | ' | ' |
Conversion of accrued interest and fees convertible debentures to stock | 7,178 | 0 | 0 | 0 | 0 | 7,178 | 0 |
Conversion of accrued interest and fees convertible debentures to stock (in shares) | ' | 2,376 | 0 | 0 | ' | ' | ' |
Conversion of convertible debentures to stock | 194,583 | 28 | 0 | 0 | 0 | 194,555 | 0 |
Conversion of convertible debentures to stock (in shares) | ' | 280,485 | 0 | 0 | ' | ' | ' |
Extinguishment of convertible debentures | 72,017 | 0 | 0 | 0 | 0 | 72,017 | 0 |
Equity based compensation for exclusivity pursuant to agreement with Precision Paddleboards, Inc. | 17,333 | 0 | 0 | 0 | 0 | 17,333 | 0 |
Equity based compensation for exclusivity pursuant to agreement with Precision Paddleboards, Inc. (in shares) | ' | 0 | 0 | 357 | ' | ' | ' |
Conversion of short-term loan from Board of Director to stock | 20,000 | 0 | 0 | 0 | 0 | 20,000 | 0 |
Conversion of short-term loan from Board of Director to stock (in shares) | ' | 1,975 | 0 | 0 | ' | ' | ' |
Stock issued for assets purchased from Florida Dive Industries, Inc. | 59,400 | 0 | 0 | 0 | 0 | 59,400 | 0 |
Stock issued for assets purchased from Florida Dive Industries, Inc. (in shares) | ' | 1,630 | 0 | 0 | ' | ' | ' |
Net loss | -2,013,349 | 0 | 0 | 0 | 0 | 0 | -2,013,349 |
Balance at Dec. 31, 2012 | -777,645 | 40 | 425 | 96 | -137,494 | 7,648,732 | -8,289,444 |
Balance (in shares) at Dec. 31, 2012 | ' | 401,424 | 425,000 | 962,940 | ' | ' | ' |
Issuance of stock payable from prior reporting periods | 0 | 85 | 0 | -85 | 0 | 0 | 0 |
Issuance of stock payable from prior reporting periods (in shares) | ' | 851,852 | 0 | -851,852 | ' | ' | ' |
Stock granted or payable for consulting, legal, and other professional services | 58,610 | 11 | 0 | 13 | 0 | 58,586 | 0 |
Stock granted or payable for consulting, legal, and other professional services (in shares) | ' | 105,064 | 0 | 133,305 | ' | ' | ' |
Equity based incentive/retention bonuses to consultants | 16,301 | 1 | 0 | 1 | 0 | 16,299 | 0 |
Equity based incentive/retention bonuses to consultants (in shares) | ' | 5,185 | 0 | 8,643 | ' | ' | ' |
Discounts on convertible debentures | 72,053 | 0 | 0 | 0 | 0 | 72,053 | 0 |
Equity based compensation and incentive/ retention bonus to Chief Executive Officer | 291,904 | 0 | 0 | 338 | 0 | 291,566 | 0 |
Equity based compensation and incentive/ retention bonus to Chief Executive Officer (in shares) | ' | 0 | 0 | 3,375,907 | ' | ' | ' |
Forgiveness and cancellation of certain equity based compensation due Chief Executive Officer | 0 | 0 | 0 | -343 | 0 | 343 | 0 |
Forgiveness and cancellation of certain equity based compensation due Chief Executive Officer (in shares) | ' | 0 | 0 | -3,431,001 | ' | ' | ' |
Amortization of prepaid equity based compensation to Chief Executive Officer | 137,494 | 0 | 0 | 0 | 137,494 | 0 | 0 |
Conversion of note payable - related party (Chief Executive Officer) to stock | 50,000 | 37 | 0 | 0 | 0 | 49,963 | 0 |
Conversion of note payable - related party (Chief Executive Officer) to stock (in shares) | ' | 370,370 | 0 | 0 | ' | ' | ' |
Conversion of Board of Directors' fees payable to stock | 15,000 | 1 | 0 | 0 | 0 | 14,999 | 0 |
Conversion of Board of Directors' fees payable to stock (in shares) | ' | 12,346 | 0 | 0 | ' | ' | ' |
Equity based Board of Director's fees | 27,500 | 2 | 0 | 22 | 0 | 27,476 | 0 |
Equity based Board of Director's fees (in shares) | ' | 22,635 | 0 | 216,070 | ' | ' | ' |
Forgiveness of Board of Director's fees | 5,917 | 0 | 0 | -22 | 0 | 5,939 | 0 |
Forgiveness of Board of Director's fees (in shares) | ' | 0 | 0 | 216,070 | ' | ' | ' |
Stock options granted with note payable - related party (Board of Director) | 44,610 | 0 | 0 | 0 | 0 | 44,610 | 0 |
Conversion of employee compensation payable to stock | 54,000 | 96 | 0 | 0 | 0 | 53,904 | 0 |
Conversion of employee compensation payable to stock (in shares) | ' | 959,870 | 0 | 0 | ' | ' | ' |
Equity based incentive/retention bonuses to employees | 3,300 | 0 | 0 | 0 | 0 | 3,300 | 0 |
Equity based incentive/retention bonuses to employees (in shares) | ' | 0 | 0 | 2,716 | ' | ' | ' |
Conversion of accrued interest and fees convertible debentures to stock | 7,402 | 4 | 0 | 0 | 0 | 7,398 | 0 |
Conversion of accrued interest and fees convertible debentures to stock (in shares) | ' | 42,444 | 0 | 0 | ' | ' | ' |
Conversion of convertible debentures to stock | 177,134 | 302 | 0 | 0 | 0 | 176,832 | 0 |
Conversion of convertible debentures to stock (in shares) | ' | 3,017,602 | 0 | 0 | ' | ' | ' |
Extinguishment of convertible debentures | 46,913 | 0 | 0 | 0 | 0 | 46,913 | 0 |
Equity based compensation for exclusivity pursuant to agreement with Precision Paddleboards, Inc. | 6,667 | 0 | 0 | 0 | 0 | 6,667 | 0 |
Equity based compensation for exclusivity pursuant to agreement with Precision Paddleboards, Inc. (in shares) | ' | 0 | 0 | 137 | ' | ' | ' |
Retirement of certain 2012 year end equity bonuses returned by consultants | -47,500 | -12 | 0 | 0 | 0 | -47,488 | 0 |
Retirement of certain 2012 year end equity bonuses returned by consultants (in shares) | ' | -117,284 | 0 | 0 | ' | ' | ' |
Adjustment for shares rounded upward as a result of 1-for-1,350 reverse split | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Adjustment for shares rounded upward as a result of 1-for-1,350 reverse split (in shares) | ' | 543 | 0 | 0 | ' | ' | ' |
Net loss | -788,286 | 0 | 0 | 0 | 0 | 0 | -788,286 |
Balance at Dec. 31, 2013 | ($598,626) | $567 | $425 | $20 | $0 | $8,478,092 | ($9,077,730) |
Balance (in shares) at Dec. 31, 2013 | ' | 5,672,051 | 425,000 | 200,795 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_STO1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Parenthetical) | 0 Months Ended | 12 Months Ended |
Jul. 15, 2013 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Stockholders Equity, Reverse Stock Split | '1 -for- 1,350 | '1 -for- 1,350 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows used in operating activities: | ' | ' |
Net loss | ($788,286) | ($2,013,349) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 19,616 | 35,585 |
Change in deferred tax asset, net | 7,478 | 38,231 |
Equity based compensation for consulting, legal, and other professional services | 58,610 | 502,912 |
Equity based compensation for product exclusivity | 6,667 | 17,333 |
Equity based employee and consultant bonuses | 19,600 | 10,050 |
Stock options issued to non-employee Board of Director as incentive to enter into note-payable agreement | 44,610 | 0 |
Equity based non-employee Board of Directors' fees | 27,500 | 0 |
Equity based non-employee Board of Directors' year end bonuses | 0 | 73,000 |
Loss on foreclosure of real estate | 0 | 116,539 |
Accretion of convertible debenture discounts | 133,793 | 175,568 |
Equity based compensation and bonuses payable to Chief Executive Officer | 291,905 | 264,999 |
Amortization of prepaid equity based compensation to Chief Executive Officer | 137,494 | 500,004 |
Stock issued for supplies and other expensed items | 0 | 9,360 |
Loss on extinguishment of convertible debentures | 93,825 | 106,421 |
Retirement of certain 2012 year end consultant bonuses | -47,500 | 0 |
Gain on forgiveness of legal accrual | 0 | -95,054 |
Changes in operating assets and liabilities: | ' | ' |
Change in accounts receivable, net | -9,742 | -12,422 |
Change in accounts receivable - related parties | -54,239 | 340 |
Change in inventory | -132,059 | 26,391 |
Change in prepaid expenses and other current assets | 39,328 | -73,998 |
Change in other assets | 4,000 | 7,440 |
Change in accounts payable and accrued liabilities | 101,082 | 89,549 |
Change in customer deposits and unearned revenue | 45,932 | -41,486 |
Change in other liabilities | -116,818 | 57,507 |
Change in other liabilities and accrued interest - related parties | 0 | 99,979 |
Change in royalties payable - related parties | -434 | -20,222 |
Net cash used in operating activities | -117,638 | -125,323 |
Cash flows from investing activities: | ' | ' |
Purchase of fixed assets | -23,600 | -34,768 |
Net cash used in investing activities | -23,600 | -34,768 |
Cash flows from financing activities: | ' | ' |
Proceeds from borrowing on convertible debentures | 176,750 | 379,724 |
Proceeds from short-term loans payable | 200,000 | 47,000 |
Repayment against short-term loans | -2,000 | 0 |
Proceeds from equity investment | 0 | 5,000 |
Principal payment on convertible debentures | -229,696 | -142,724 |
Proceeds from notes payable | 0 | 2,002 |
Principal payments on note payable | -12,259 | -7,752 |
Proceeds from notes payable - related parties | 85,000 | 0 |
Principal payments on note payable - related parties | -75,765 | -81,049 |
Net cash provided by financing activities | 142,030 | 202,201 |
Net change in cash | 792 | 42,110 |
Cash, beginning of period | 69,292 | 27,182 |
Cash, end of period | 70,084 | 69,292 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 16,324 | 47,100 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosures of non-cash investing activities and future operating activities: | ' | ' |
Discounts on convertible debentures | 72,053 | 150,129 |
Stock and additional paid-in capital for assets purchased from Florida Dive Industries, Inc. | 0 | 59,400 |
Conversion of convertible debentures to stock | 177,134 | 194,583 |
Conversion of accrued payroll to stock | 54,000 | 99,000 |
Conversion of accrued interest and fees on convertible debentures to stock | 7,402 | 7,178 |
Conversion of accrued Non-employee Board of Directors fees to stock | 15,000 | 0 |
Stock due back from non-employee BOD for forgiveness of BOD Fees | 5,917 | 0 |
Conversion of short-term loan to stock | 0 | 20,000 |
Write off of real estate due to foreclosure and sale | 0 | 1,075,165 |
Write off of mortgage due to foreclosure and sale of real estate | 0 | 1,053,994 |
Real estate foreclosure difference between court judgment and sale amount recorded as estimated labiality (adjusted to $110,000 in subsequent period) | 0 | 110,000 |
Application of accounts receivable trade to accrued interest convertible debenture | $0 | $6,298 |
DESCRIPTION_OF_BUSINESS_AND_SU
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Business Description and Accounting Policies [Text Block] | ' | ||
1 | Description of business and summary of significant accounting policies | ||
Description of business –Brownie’s Marine Group, Inc., (hereinafter referred to as the “Company” or “BWMG”) designs, tests, manufactures and distributes recreational hookah diving, yacht based scuba air compressor and nitrox generation systems, and scuba and water safety products through its wholly owned subsidiary Trebor Industries, Inc. The Company sells its products both on a wholesale and retail basis, and does so from its headquarters and manufacturing facility in Fort Lauderdale, Florida. The Company does business as (dba) Brownie’s Third Lung, the dba name of Trebor Industries, Inc. The Company’s common stock is quoted on the OTCBB under the symbol “BWMG”. | |||
Basis of Presentation – The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included. | |||
Definition of fiscal year – The Company’s fiscal year end is December 31. | |||
Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported 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 expenses during the reporting period. Actual results could differ from those estimates. | |||
Reclassifications – Certain reclassifications have been made to the 2012 financial statement amounts to conform to the 2013 financial statement presentation. Effective July 15, 2013 the Company effectuated a reverse stock split (1 -for- 1,350). See Note 19. CHANGE IN CAPITAL STRUCTURE for more information. Accordingly, the transactional number of shares referenced throughout the Notes has been retroactively stated unless otherwise noted. | |||
Cash and equivalents – Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value. | |||
Going Concern –The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. We have incurred losses since 2009, and expect to have into 2014. We have had a working capital deficit since 2009. The Company defaulted on its first mortgage in the third quarter of 2010, which resulted in an automatic default on its second mortgage, and was restructured with a forbearance agreement with a maturity date of May 22, 2012. The Company was notified of default under the forbearance agreement on or around April 27, 2012, and the real estate was foreclosed upon and purchased at auction by lender on August 16, 2012. See Note 17. COMMITMENTS AND CONTINGENCIES for further discussion related to the mortgage, forbearance agreement, foreclosure, and final settlement. | |||
The Company is behind on payments due for payroll taxes and withholding, matured convertible debentures, related parties notes payable, accrued liabilities and interest – related parties, and certain vendor payables. The Company is handling delinquencies on a case by case basis. However, there can be no assurance that cooperation the Company has received thus far will continue. Payment delinquencies are further addressed in Note 7. RELATED PARTIES TRANSACTIONS, Note 9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES, Note 10. OTHER LIABILITIES, Note 11. NOTES PAYABLE, and Note 12. CONVERTIBLE DEBENTURES. | |||
During the fourth quarter of 2011, the Company formed a joint venture with one dive entity, and in the first quarter of 2012, purchased the assets of another, with assumption of their retail location lease. The Company accomplished both transactions predominantly through issuance of restricted common stock in BWMG. The Company believed these transactions would help generate sufficient future working capital. To-date neither endeavor generated profit or cash-flow. Effective May 31, 2013, the Company closed and ceased operations at its retail facility. The Company is still involved in the joint venture. See Note 18. JOINT VENTURE EQUITY EXCHANGE AGREEMENT and Note 8. ASSET PURCHASE for further discussion of these transactions. As a result, the Company does not expect that existing cash flow will be sufficient to fund presently anticipated operations beyond the first quarter of 2014. This raises substantial doubt about BWMG’s ability to continue as a going concern. The Company will need to raise additional funds and is currently exploring alternative sources of financing. BWMG has issued a number of convertible debentures as an interim measure to finance working capital needs as discussed in Note 12. CONVERTIBLE DEBENTURES and may continue to raise additional capital through sale of restricted common stock or other securities, and obtaining some short term loans. The Company has paid for legal and consulting services with restricted stock to maximize working capital, and intends to continue this practice when possible. In addition, the Company implemented some cost saving measures and will continue to explore more to reduce operating expenses. | |||
If BWMG fails to raise additional funds when needed, or does not have sufficient cash flows from sales, it may be required to scale back or cease operations, liquidate assets and possibly seek bankruptcy protection. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. | |||
Inventory – Inventory is stated at the lower of cost or fair market value. Cost is principally determined by using the average cost method that approximates the First-In, First-Out (FIFO) method of accounting for inventory. Inventory consists of raw materials as well as finished goods held for sale. The Company’s management monitors the inventory for excess and obsolete items and makes necessary valuation adjustments when required. | |||
Furniture, Fixtures, and Equipment – Furniture, Fixtures, and Equipment is stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are primarily 3 to 5 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense). | |||
The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. | |||
Revenue recognition – Revenues from product sales are recognized when the Company’s products are shipped or when service is rendered. Revenues from fixed-price contracts are recognized on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost of each contract. This method is used because management considers the percentage of cost incurred to date to estimated total cost to be the best available measure of progress on the contracts. | |||
Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Change in job performance, job conditions, and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined. | |||
Revenue and costs incurred for time and material projects are recognized as the work is performed. | |||
Product development costs – Product development expenditures are charged to expenses as incurred. | |||
Advertising and marketing costs – The Company expenses the costs of producing advertisements and marketing material at the time production occurs, and expenses the costs of communicating advertisements and participating in trade shows in the period in which occur. Advertising and trade show expense was $43,583 and $19,380 for the years ended December 31, 2013, and 2012, respectively. | |||
Customer deposits and returns policy – The Company takes a minimum 50% deposit against custom and large tankfill systems prior to ordering and/or building the systems. The remaining balance due is payable upon delivery, shipment, or installation of the system. There is no provision for cancellation of custom orders once the deposit is accepted, nor return of the custom ordered product. Additionally, returns of all other merchandise are subject to a 15% restocking fee as stated on each sales invoice. | |||
Income taxes – The Company accounts for its income taxes under the assets and liabilities method, which requires recognition of deferred tax assets and liabilities for future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | |||
The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, they would make an adjustment to the valuation allowance which would reduce the provision for income taxes. | |||
The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | |||
Comprehensive income – The Company has no other components of comprehensive income. Accordingly, net income equals comprehensive income for all periods. | |||
Stock-based compensation – The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes valuation model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued on the effective date of the agreement in accordance with generally accepted accounting principles, which includes determination of the fair value of the share-based transaction. The fair value has been determined either through use of the quoted stock price unless the trading activity is nominal, which may indicate it does not represent the fair value. Under these circumstances, the Company determines fair value through an analysis of its fair value of net assets and comparable publicly traded companies that have higher trading volumes with similar results of operations and industries. Subsequent to the first quarter of 2012, the Company’s trading volume has not been nominal. | |||
For the years ended December 31, 2013 and 2012, the Company transacted a fair number of stock-based compensation transactions as reflected on face of the Statement of Stockholders’ Deficit. This included amortized prepaid equity based compensation for personal guarantees of Chief Executive Officer on Company’s bank debt; additional compensation expense to the Chief Executive Officer payable in stock; Board of Directors’ Fees and Bonuses; certain consulting, legal, and other professional fees; equity based incentive and/or retention bonuses for some employees, and consultants; some accrued payroll settled in stock; and operating expense for exclusivity pursuant to strategic alliance agreement payable. These transactions, as applicable, are also further discussed in Note 7. RELATED PARTIES TRANSACTIONS, Note 13. EQUITY BASED COMPENSATION FOR CONSULTING, LEGAL, AND OTHER PROFESSIONAL SERVICES, Note 21. EQUITY BASED INCENTIVE/RETENTION BONUSES, and Note 22. STRATEGIC ALLIANCE AGREEMENT. | |||
Beneficial conversion features on convertible debentures – The fair value of the stock upon which to base the beneficial conversion feature (BCF) computation has been determined either through use of the quoted stock price unless the trading activity is nominal, which may indicate it does not represent the fair value. Under these circumstances, the Company determines fair value through an analysis of its fair value of net assets and comparable publicly traded companies that have higher trading volumes with similar results of operations and industries. See Note 12. CONVERTIBLE DEBENTURES for further discussion. | |||
Fair value of financial instruments – Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: | |||
Level 1 - Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. | |||
Level 2 - Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. | |||
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. | |||
Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. Management considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, provided by multiple, independent sources that are actively involved in the relevant market. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the Company’s perceived risk of that investment. | |||
At December 31, 2013, and December 31, 2012, the carrying amount of cash, accounts receivable, accounts receivable – related parties, customer deposits and unearned revenue, royalties payable – related parties, other liabilities, other liabilities and accrued interest – related parties, notes payable, notes payable – related parties, and accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments. The fair value of the Company’s convertible debentures was the principal balance due at December 31, 2013, and December 31, 2012, or $526,910, and $703,740, respectively, as presented in Note 12. CONVERTIBLE DEBENTURES. The principal balance due approximates fair value because of the short maturity of these instruments. On the face of the balance sheet the convertible debentures are presented net of discount, which is less than fair market value at period end dates. | |||
Earnings per common share – Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Basic earnings per share is computed using the weighted-average number of outstanding common shares during the applicable period. Diluted earnings per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. All common stock equivalent shares were excluded in the computation dilutive earnings per share for the three and years ended December 31, 2013, and 2012, since their effect was antidilutive. | |||
New accounting pronouncements – The Company believes there was no new accounting guidance adopted but not yet effective that either has not already been disclosed in prior reporting periods or is relevant to the readers of BWMG’s financial statements. | |||
INVENTORY
INVENTORY | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory Disclosure [Text Block] | ' | |||||||
2 | INVENTORY | |||||||
Inventory consists of the following as of: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Raw materials | $ | 317,187 | $ | 324,459 | ||||
Work in process | -- | -- | ||||||
Finished goods | 418,739 | 279,408 | ||||||
$ | 735,926 | $ | 603,867 | |||||
PREPAID_EXPENSES_AND_OTHER_CUR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended | ||
Dec. 31, 2013 | |||
Prepaid Expenses and Other Current Asset [Abstract] | ' | ||
Prepaid Expenses and Other Current Asset Disclosure [Text Block] | ' | ||
3 | PREPAID EXPENSES AND OTHER CURRENT ASSETS | ||
Prepaid expenses and other current assets totaling $115,440 at December 31, 2013, consists of $94,990 prepaid inventory, $14,141 prepaid insurance, $5,917 receivable from Board of Director in stock associated with forgiveness of Board of Director Fees, and $392 other current assets. | |||
Prepaid expenses and other current assets totaling $148,851 at December 31, 2012, consists of $108,823 prepaid inventory, $11,800 engineering deposit, $10,031 employee advances, $8,457 prepaid insurance, $5,000 prepaid legal, $3,240 prepaid rent, and $1,500 trade show deposit. | |||
FURNITURE_FIXTURES_AND_EQUIPME
FURNITURE, FIXTURES, AND EQUIPMENT | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
4 | FURNITURE, FIXTURES, AND EQUIPMENT | |||||||
Furniture, fixtures, and equipment consists of the following as of: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Furniture, fixtures, vehicles and equipment | $ | 204,896 | $ | 181,296 | ||||
Less: accumulated depreciation and amortization | -128,631 | -109,015 | ||||||
$ | 76,265 | $ | 72,281 | |||||
OTHER_ASSETS
OTHER ASSETS | 12 Months Ended | ||
Dec. 31, 2013 | |||
Other Assets [Abstract] | ' | ||
Other Assets Disclosure [Text Block] | ' | ||
5 | OTHER ASSETS | ||
Other assets of $27,635 at December 31, 2013 consists of $24,740 investment in joint venture, and $2,895 refundable deposits. See Note 18. JOINT VENTURE EQUITY EXCHANGE AGREEMENT for further information on investment in joint venture and Note 24. SECURITY PURCHASE AGREEMENT for further information commitment fee. | |||
Other assets of $31,635 at December 31, 2012 consists of $24,740 investment in joint venture, and $6,895 refundable deposits. See Note 18. JOINT VENTURE EQUITY EXCHANGE AGREEMENT for further information on investment in joint venture and Note 24. SECURITY PURCHASE AGREEMENT for further information commitment fee. | |||
CUSTOMER_CREDIT_CONCENTRATIONS
CUSTOMER CREDIT CONCENTRATIONS | 12 Months Ended | ||
Dec. 31, 2013 | |||
Risks and Uncertainties [Abstract] | ' | ||
Concentration Risk Disclosure [Text Block] | ' | ||
6 | CUSTOMER CREDIT CONCENTRATIONS | ||
The Company sells to three entities owned by the brother of Robert Carmichael, the Company’s Chief Executive officer as further discussed in Note 7 – RELATED PARTIES TRANSACTIONS. Combined sales to these entities for the years ended December 31, 2013 and 2012, represented 29.15% and 28.08%, respectively, of total net revenues. Sales to no other customers represented greater than 10% of net revenues for three and years ended December 31, 2013, and 2012. | |||
RELATED_PARTIES_TRANSACTIONS
RELATED PARTIES TRANSACTIONS | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Related Party Transactions Disclosure [Text Block] | ' | |||||||
7 | RELATED PARTIES TRANSACTIONS | |||||||
Notes payable – related parties | ||||||||
Notes payable – related parties consists of the following at December 31, 2013: | ||||||||
Promissory note payable to the Chief Executive Officer of the the Company, unsecured, bearing interest at 7.5% per annum, due in monthly principal and interest payments of $7,050, maturing on August 1, 2013. | $ | 49,702 | ||||||
Promissory note payable to the non-employee Board of Director, secured by up to $200,000 in and to all of the Company’s right, title and interest in its fixed assets, inventory, receivables, and all documents including its books, records, and files; bearing interest at 21.21% per annum, due in monthly principal and interest payments of $8,585, maturing on November 1, 2014. | 77,917 | |||||||
127,619 | ||||||||
Less amounts due within one year | 127,619 | |||||||
Long-term portion of notes payable | $ | -- | ||||||
As of December 31, 2013, principal payments on the notes payable – related parties are as follows: | ||||||||
2014 | $ | 127,619 | ||||||
2015 | -- | |||||||
2016 | -- | |||||||
2017 | -- | |||||||
2018 | -- | |||||||
Thereafter | -- | |||||||
$ | 127,619 | |||||||
As of December 31, 2013, the Company was approximately nine months in arrears on principal payments due under the Note payable to the Chief Executive Officer. On May 13, 2013, the Company granted the Chief Executive Officer 370,371 shares of common stock (restated for reverse stock split, see Note 18. CHANGE IN CAPITAL STRUCTURE) in satisfaction of $50,000 of note payable – related parties. The shares of stock were issued at the fair market value, or trading price, on the date of the transaction. No default notice has been received and the Company makes monthly payments to not fall further behind until it is able address past due payments. | ||||||||
On October 30, 2013, the Company signed a secured promissory note, with Mikkel Pitzner, the non-employee Board of Director (BOD) for $85,000. In addition to the terms of the Note Payable disclosed in the table above, the Company was to use its best efforts to settle the Branch Banking and Trust (“BBT”) Judgment and terminate all Uniform Commercial Code filings in favor of Mr. Pitzner within 10 business days of the date of the agreement. As further inducement to make the loan, Mr. Pitzner was granted an option to purchase 1,802,565 shares of the Company’s common stock for $.01 per share. The option is exercisable immediately and will continue for a period ending two years from the agreement date with an option for cashless exercise based on a formula within the agreement. The closing price per share of the Company’s stock closing on the OTCBB on the date of the agreement was $.025 per share. As a result of the option granted, the Company recorded approximately $44,610 stock option expense using the Black-Scholes valuation model on date of the agreement. See Note 17. COMMITMENTS AND CONTINGENCIES, for November 20, 2013, Satisfaction of BBT Final Judgment. | ||||||||
Notes payable – related parties – consists of the following as of December 31, 2012: | ||||||||
Promissory note payable to the Chief Executive Officer of the Company, unsecured, bearing interest at 7.5% per annum, due in monthly principal and interest payments of $7,050, maturing on August 1, 2013. | $ | 168,384 | ||||||
Less amounts due within one year | 168,384 | |||||||
Long-term portion of notes payable – related parties | $ | -- | ||||||
As of December 31, 2012, the Company was approximately twenty months in arrears on principal payments due under the Note payable to the Chief Executive Officer. | ||||||||
Net revenues and accounts receivable – related parties – The Company sells products to three entities, Brownie’s Southport Divers, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys, owned by the brother of the Company’s Chief Executive Officer. Terms of sale are no more favorable than those extended to any of the Company’s other customers. Combined net revenues from these entities for years ended December 31, 2013 and 2012, was $836,872 and $804,381, respectively. Accounts receivable from Brownie’s SouthPort Diver’s, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys at December 31, 2013, was $11,926, $6,116, and $3,047, respectively. Accounts receivable from Brownie’s SouthPort Diver’s, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys at December 31, 2012, was $27,759, $15,226, and $8,457, respectively. Sales to Pompano Dive Center for the years ended December 31, 2013, and 2012, was $23,322 and $11,531, respectively. Accounts Receivable from Pompano Dive Center at December 31, 2013, and December 31, 2012, was $14,029, and $5,863, respectively. See Note 18. JOINT VENTURE EQUITY EXCHANGE AGREEMENT for further discussion regarding Pompano Dive Center. Sales to the Company’s Chief Executive Officer for the years ended December 31, 2013, and December 31, 2012 was $1,097 and $50, respectively. Sales to Brownie’s Global Logistics. LLC and 940 Associates, Inc., companies owned by the Chief Executive Officer, were $80,613 and $4,340, respectively, for the year ended December 31, 2013, and $0, for the year ended December 31, 2012. Accounts receivable from Brownie’s Global Logistics, LLC at December 31, 2013 was $70,823 and the receivable related to a sale in the 4th quarter of 2013, was paid within terms in January 2014. | ||||||||
Royalties expense – related parties – The Company has Non-Exclusive License Agreements with 940 Associates, Inc. (hereinafter referred to as “940A”), an entity owned by the Company’s Chief Executive Officer, to license product patents it owns. Under the terms of the license agreements effective January 1, 2005, the Company pays 940A $2.00 per licensed product sold, rates increasing 5% annually. Also with 940A, the Company has an Exclusive License Agreement to license the trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public Safety” and various other related trademarks as listed in the agreement. Based on this license agreement, the Company pays 940A 2.5% of gross revenues per quarter. Total royalty expense for the above agreements for the years ended December 31, 2013 and 2012, is disclosed on the face of the Company’s Consolidated Statements of Operations. As of December 31, 2013, and December 31, 2012, the Company was approximately twenty-six months in arrears on royalty payments due. No default notice has been received and the Company plans to make payments as able. | ||||||||
Non-employee Board of Director Fees, loan conversion, and bonus – In April 2011, the Board of Directors approved a director compensation plan whereby each non-employee director would be paid the equivalent of $2,500 per month by the Company. One of the two non-employee Board of Directors (“BOD”), of the three person BODs, which included the Chief Executive Officer, resigned his position on April 18, 2012. As of December 31, 2012, $22,500 of the accrued BOD fees had been converted to stock, leaving $15,000 still due and unpaid, $7,500 due from first quarter of 2012 to the BOD who resigned, and $7,500 due Mikkel Pitzner from fourth quarter of 2012. Because the remaining non-employee BOD, Mr. Pitzner, now accounts for 50% of the BODs, the Company reclassified him to related parties as of April 2012. See Other liabilities and accrued interest - related parties below for inclusion of the $7,500 payable to him as of December 31, 2102. Prior to April 2012, the two non-employee BOD were not classified as related parties. Non-Employee Board of Directors’ fees (related and unrelated parties) for the years ended December 31, 2013 and 2012, was $27,500 and $37,500 (paid in BWMG stock), respectively. Effective December 23, 2013, the BODs cancelled the $2,500 per month non-employee BOD compensation agreement on a go-forward basis. In addition, Mr. Pitzner forgave the $27,500 BOD fees due and or paid him through November 2013, for the year ended December 31, 2013. Related to the forgiveness of the BOD fees for 2013, the Company cancelled stock payable to him, recorded $5,917 receivable for the stock due back from him, and recorded the $27,500 as contribution to Additional Paid in Capital. | ||||||||
On June 20, 2012, Mr. Pitzner converted a $20,000 short-term loan to restricted shares per BOD consent at fair market value of the stock. In addition, on February 23, 2013, the Company declared a bonus payable for the years ended 2012 for certain employees, service providers, and consultants. As part of this bonus, Mr. Pitzner was awarded restricted shares of common stock with $73,000 fair market value. This amount is included on the statement of stockholders’ deficit as shares payable as of and for the years ended December 31, 2012. The shares were issued to Mr. Pitzner during the first quarter ended March 31, 2013. | ||||||||
Equity based compensation to employee – During the year ended December 31, 2013 the Company converted $54,000 of accrued payroll to 959,870 shares of restricted stock for services rendered by Alexander F. Purdon in 2013 based on the weighted average price per share during the months the services were rendered. During the year ended December 31, 2012, the Company converted $99,000 of accrued payroll due him to 16,537 shares of restricted stock payable for services rendered in 2012 and 2011, also based on the weighted average price per share during the months the services were rendered. Mr. Purdon, owned stock in the Company prior to agreeing to accept stock in lieu of cash for employment compensation. As a result, Mr. Purdon exceeded 10% ownership in 2013, and is now accounted for as a related party. | ||||||||
Patent purchase agreements – In the first quarter of 2010, the Carleigh Rae Corporation (herein referred to as “CRC”), an entity that the Company’s Chief Executive Officer has an ownership interest, transferred ownership rights to the Company of patents previously subject to Non-Exclusive License Agreements. Effective September 24, 2010, the Company finalized and executed terms of the purchase from CRC for payment of $25,500 and nominal shares of the Company’s common stock. In addition, the principals of CRC were entitled to a percentage of future sales amounting to $8,250 of products the Company is to receive in conjunction with two patent infringement lawsuits settled in the third quarter of 2010. See Other liabilities and accrued interest– related parties below for inclusion of $6,017 remaining from the original $8,250 liability due the Principals of | ||||||||
CRC. By acquiring the IP the Company (i) has an opportunity to further develop the IP, (ii) has the ability to incorporate the IP into current and future products, and (iii) has the opportunity to license the IP to third parties. | ||||||||
Other liabilities and accrued interest– related parties | ||||||||
Other liabilities and accrued interest– related parties consists of the following at: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Year-end 2012 bonus payable to Chief Executive Officer | $ | 67,000 | $ | 67,000 | ||||
BOD fee payable to non-employee – related parties | -- | 7,500 | ||||||
Due to Principals of Carleigh Rae Corp., net | 6,017 | 6,017 | ||||||
Other liabilities – related parties | $ | 73,017 | $ | 80,517 | ||||
The $6,017 due to the Principals of the Carleigh Rae Corp. is part of the patent infringement settlements received by the Company and is discussed above as is the non-employee BOD Fee. | ||||||||
Restricted common stock issued for personal guarantee – On April 21, 2011, the Company granted Robert Carmichael, the Chief Executive Officer, 14,815 shares of restricted common stock in consideration of personal guarantees he provided to secure restatement and consolidation of the first and second mortgages of the Company. The restrictions on the common stock expired 50% on April 20, 2012, and 50% on April 20, 2013, since Mr. Carmichael continued his full time employment with the Company. The Company valued the stock at determined fair market value per share on the date of the transaction and has recorded $1,000,000 of compensation expense to Mr. Carmichael ratably over the two-year term in which the restrictions expired. The unearned balance of the compensation was recorded as prepaid compensation as a component of shareholders’ deficit. For the years ended December 31, 2013 and 2012, the Company recognized $137,494 and $500,004, respectively, as amortization of prepaid compensation under this agreement. Prepaid compensation remaining under this agreement as of December 31, 2013, and December 31, 2012, was $0 and $137,494, respectively, and is reflected as a component of Stockholders’ Deficit. | ||||||||
Stock options outstanding from patent purchase | ||||||||
Effective March 3, 2009, the Company entered into a Patent Purchase Agreement with Robert M. Carmichael, the Chief Executive Officer of the Company. The Company purchased several patents it had previously been paying royalties on and several related unissued patents. In exchange for the Intellectual Property (“IP), the Company issued Mr. Carmichael 234 stock options (adjusted for 1 –for– 1,350 reverse stock split) at a $1,350 exercise price with expiration ten years from the effective date of grant, or March 2, 2019. None of the options have been exercised to-date. | ||||||||
Equity based compensation for Chief Executive Officer– On November 2, 2012, the BOD approved a stock incentive bonus to certain key employees and consultants to vest and pay out on May 2, 2013, contingent upon continued employment or services. The stock bonus price per share was calculated based on last closing price per the OTCBB on the effective date of the transaction, or for a total of $75,100. Shares were set aside and reserved for this transaction. Of the $75,100 bonus, $45,000 was awarded to the Chief Executive Officer of the Company. The Company recorded compensation expense ratably over the vesting period. See Note 21. EQUITY BASED INCENTIVE/RETENTION BONUSES for further discussion. In addition, on February 23, 2013, the Company declared a bonus payable for the years ended 2012 for certain employees, service providers, and consultants. As part of this bonus, the Chief Executive Officer was awarded $67,000 to be paid out in cash or stock based on later determination by the BOD. This amount is included in operating expense for the year ended December 31, 2012. See table above for inclusion in other liabilities and accrued interest – related parties. Further, pursuant to a Written Consent of the BOD of the Company on June 11, 2012, clarifying a meeting held on May 31, 2012, the BOD declared an $83,333 bonus due the Chief Executive Officer payable in shares of restricted stock. The shares vested as of January 2, 2013. The grant price per share was based on the closing price of the stock on May 31, 2012. For accounting purposes, the Company recognized $83,333 operating expense ratably over the seven months the share vested. Lastly, the Chief Executive Officer’s monthly salary was increased by $16,667 per month beginning in June 2012, payable in restricted stock calculated based on a monthly weighted average share factor of .70, or a 30% discount (“incremental salary”). The shares were to vest six months after the last day of each month, continued employment was requirement for vesting, and shares would not be issuable until vested. The Company recorded $23,801 operating expense each month related to the incremental salary, which was $16,667 plus $7,144 discount added back to record at full monthly weighted average price per market. On December 23, 2013, the Chief Executive Officer forgave all incremental salary shares payable to him by the Company from 2012 through November 2013. As a result, the Company recorded $428,578 contribution to Additional Paid in Capital for the year ended December 31, 2013, for the cancellation of the $261,904, and $166,667 stock payable from 2013 and 2012, respectively. | ||||||||
ASSET_PURCHASE
ASSET PURCHASE | 12 Months Ended | ||
Dec. 31, 2013 | |||
Asset Purchase [Abstract] | ' | ||
Asset Purchase [Text Block] | ' | ||
8 | ASSET PURCHASE | ||
On February 3, 2012, the Company entered into an asset purchase agreement with Florida Dive Industries, Inc. (“Seller”). On March 5, 2012, the same parties executed an amendment (“Amendment”) to the agreement (collectively, the “Agreement”). Under the terms of the Agreement, the Company acquired certain diving and related inventory, and Seller provided a three year non-compete agreement within a 10-mile wide radius. In addition, the Company assumed a commercial lease obligation for a retail dive store in Boca Raton, Florida beginning in April 1, 2012. The lease was automatically renewable on an annual basis through May 31, 2014, with 90 days written notice assuming the Lessee is in compliance with all terms of the lease. The lease amount was base rental plus an allocated amount of common areas maintenance (‘CAM”). Base rental increases annually by the greater of 5% or the annual consumer price index. The monthly rental including CAM at the time of assignment was approximately $3,200. | |||
As a purchase price, the Company agreed to pay Seller, on a monthly basis, beginning April 1, 2012, and thereafter until May 13, 2013, in equal payments, the total cash purchase price of $22,500. In addition, the Company issued Seller 1,630 restricted shares of stock as part of the purchase price as provided for in the Amendment, or $59,400. Both the restricted stock and the monthly payments due Seller were maintained in an escrow account for six months as a purchase price holdback for contingent liabilities not otherwise settled by Seller. If such items including rent and any building or zoning code violations had not been paid by Seller during this period, the Company would have settled said liabilities with the purchase price holdback. On October 26, 2012, the Company issued the seller the 1,630 shares previously heldback. As of December 31, 2013, the Company had paid Seller $9,643 toward the $22,500 cash purchase price leaving a balance of $12,857. On May 31, 2013, the Company ceased operations at the dive store and vacated the premises. The $3,200 lease deposit was returned during the year ended December 31, 2013. | |||
ACCOUNTS_PAYABLE_AND_ACCRUED_L
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended | ||
Dec. 31, 2013 | |||
Payables and Accruals [Abstract] | ' | ||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | ||
9 | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||
Accounts payable and accrued liabilities of $534,558 at December 31, 2013, consists of $245,672 accounts payable trade, $50,910 accrued payroll and related fringe benefits, $62,500 accrued year-end bonuses, $42,093 accrued payroll taxes and withholding, $133,383 accrued interest. Accrued payroll taxes and withholding were approximately six months in arrears at December 31, 2013. Balances due certain vendors are also due in arrears to varying degrees. The Company is handling all delinquent accounts on a case by case basis. | |||
Accounts payable and accrued liabilities of $508,715 at December 31, 2012, consists of $205,915 accounts payable trade, $50,352 accrued payroll and related fringe benefits, $62,500 accrued year-end bonuses, $96,811 accrued payroll taxes and withholding, $93,096 accrued interest, and $41 other accrued liabilities. Accrued payroll taxes and withholding were approximately nine months in arrears at December 31, 2012. Balances due certain vendors were also due in arrears to varying degrees. | |||
OTHER_LIABILITIES
OTHER LIABILITIES | 12 Months Ended | ||
Dec. 31, 2013 | |||
Other Liabilities Disclosure [Abstract] | ' | ||
Other Liabilities Disclosure [Text Block] | ' | ||
10 | OTHER LIABILITIES | ||
Other liabilities of $251,653 at December 31, 2013, consists of $235,000 short-term loans, $12,858 payable for assets purchased pursuant to Asset Purchase Agreement (Note 8. ASSET PURCHASE), $3,169 on-line training liability, and $626 other liabilities. The foreclosure liability is the final court judgment amount, see Note 25. SUBSEQUENT EVENTS, which represents the shortfall between the mortgage and fees owed and value of the property foreclosed upon. The $235,000 short-term loans is comprised of three loans due on demand from unrelated parties. The loans have no other stated terms except one for $200,000 indicated it was for settlement of debenture debt. Therefore, the Company used the proceeds from that loan toward settlement of convertible debentures referenced in (13) of Note 12. CONVERTIBLE DEBENTURES. | |||
Other liabilities of $170,827 at December 31, 2012, consists of $110,000 foreclosure liability, $37,000 short-term loans, $12,858 payable for assets purchased pursuant to Asset Purchase Agreement (Note 8. ASSET PURCHASE), $7,500 non-employee BOD fee, and $3,469 on-line training liability. The foreclosure liability is the difference between the court judgment amount, and amount the Company’s foreclosed property was purchased for by lender. The $37,000 short-term loans is comprised of three loans due on demand from unrelated parties. | |||
On-line training certificates with all hookah units sold. The training certificates entitle the holder to an on-line interactive course at no additional charge to the holder. The number of on-line training certificates issued per unit is the same as the number of divers the unit as sold is designed to accommodate (i.e., a three diver unit configuration comes with three on-line training certificates). The certificates have an eighteen-month redemption from the time customer purchases the unit before expiration. The Company owes the on-line training vendor an agreed upon negotiated rate for on-line certificates redeemed prior to expiration, and payment is due upon redemption. The Company estimates the on-line training liability based on the historical redemption rate of approximately 10%. The Company continues to monitor and maintain a reserve for certificate redemption that approximates the historical redemption rate. | |||
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes Payable Disclosure [Abstract] | ' | ||||
Notes Payable Disclosure [Text Block] | ' | ||||
11 | NOTES PAYABLE | ||||
Notes payable consists of the following as of December 31, 2013: | |||||
Promissory note payable, unsecured, bearing interest at 5% simple interest per annum, due in weekly principal and interest payments of $250, maturing on March 10, 2015. | $ | 15,305 | |||
Less amounts due within one year | 12,540 | ||||
Long-term portion of notes payable | $ | 2,765 | |||
As of December 31, 2013, principal payments on the notes payable are as follows: | |||||
2014 | $ | 12,540 | |||
2015 | 2,765 | ||||
2016 | -- | ||||
2017 | -- | ||||
2018 | -- | ||||
Thereafter | -- | ||||
$ | 15,305 | ||||
In February 2011, the Company converted a vendor payable into an unsecured promissory note as reflected above and below in note payable balances as of December 31, 2013, and December 31, 2012. Principal and interest payments of $2,000 per month were to begin on February 28, 2011, and continue through August 31, 2012, maturity. Since the Company was in arrears on payments, on June 1, 2012, the Company restructured the Note with the vendor. Effective June 5, 2012, the Company began making payments under the restructured terms as reflected in both note payable tables. | |||||
Notes payable consisted of the following as of December 31, 2012: | |||||
Promissory note payable, unsecured, bearing interest at 5% simple interest per annum, due in weekly principal and interest payments of $250, maturing on March 10, 2015. | $ | 27,564 | |||
Less amounts due within one year | 12,152 | ||||
Long-term portion of notes payable | $ | 15,412 | |||
CONVERTIBLE_DEBENTURES
CONVERTIBLE DEBENTURES | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Convertible Debentures [Abstract] | ' | ||||||||||||||||||||||
Convertible Debentures [Text Block] | ' | ||||||||||||||||||||||
12 | CONVERTIBLE DEBENTURES | ||||||||||||||||||||||
The Company has outstanding convertible debentures as follows: | |||||||||||||||||||||||
Period End | |||||||||||||||||||||||
Origination | Origination | Period End | Period End | Debenture, | |||||||||||||||||||
Origination | Maturity | Interest | Principal | Discount | Principal | Discount | Net | ||||||||||||||||
Date | Date | Rate | Balance | Balance | Balance | Balance | Balance | Ref. | |||||||||||||||
10/4/10 | 4/4/11 | 5% | $ | 20,635 | $ | -20,635 | $ | - | $ | - | $ | - | -1 | ||||||||||
11/27/10 | 5/27/11 | 10% | 125,000 | -53,571 | 58,750 | - | 58,750 | -2 | |||||||||||||||
1/7/11 | 11/11/11 | 5% | 76,000 | -32,571 | 48,000 | - | 48,000 | -3 | |||||||||||||||
2/10/11 | 1/14/11 | 8% | 42,500 | -42,500 | - | - | - | -4 | |||||||||||||||
9/12/11 | 6/14/12 | 8% | 37,500 | -37,500 | - | - | - | -4 | |||||||||||||||
3/9/11 | 3/9/12 | 10% | 50,000 | -34,472 | - | - | - | -5 | |||||||||||||||
5/3/11 | 5/5/12 | 5% | 300,000 | -206,832 | 300,000 | - | 300,000 | -6 | |||||||||||||||
8/31/11 | 8/31/13 | 5% | 10,000 | -4,286 | 10,000 | - | 10,000 | -7 | |||||||||||||||
9/8/11 | 9/20/11 | 10% | 39,724 | -17,016 | - | - | - | -8 | |||||||||||||||
2/10, 5/18, 7/17, 11/8/2012 | 2/10, 5/18, 7/17, 11/8/2014 | 10% | 42,750 | - | - | - | - | -9 | |||||||||||||||
3/14/12 | 2/10/14 | 10% | 5,500 | - | 472 | - | 472 | -10 | |||||||||||||||
12/19/11 | 9/21/12 | 8% | 37,500 | -37,500 | - | - | - | -4 | |||||||||||||||
2/7/12 | 2/7/14 | 10% | 16,000 | - | - | - | - | -11 | |||||||||||||||
2/10/12 | 2/10/14 | 10% | 39,724 | - | 2,743 | - | 2,743 | -11 | |||||||||||||||
3/9/12 | 3/9/14 | 10% | 56,250 | - | - | - | - | -11 | |||||||||||||||
4/19, 8/17, 11/7/2012 | 4/4/2011, 2/10, 4/14/2014 | 5%, 10% | 39,847 | - | - | - | - | -12 | |||||||||||||||
7/2/12 | 4/5/13 | 8% | 78,500 | -35,268 | - | - | - | -4 | |||||||||||||||
8/8/12 | 5/2/13 | 8% | 42,500 | -27,172 | 8,445 | - | 8,445 | -4 | |||||||||||||||
10/31/12 | 8/2/13 | 8% | 78,500 | -50,189 | 78,500 | - | 78,500 | -4 | |||||||||||||||
1/18/13 | 1/18/14 | 10% | 84,500 | -58,720 | - | - | - | -13 | |||||||||||||||
1/18/13 | 1/18/14 | 10% | 30,500 | - | - | - | - | -13 | |||||||||||||||
1/18/13 | 1/18/14 | 10% | 95,000 | - | - | - | - | -13 | |||||||||||||||
4/8/13 | 4/14/13 | 9.90% | 20,000 | -13,333 | 20,000 | -3,334 | 16,666 | -14 | |||||||||||||||
Totals | $ | 526,910 | $ | -3,334 | $ | 523,576 | |||||||||||||||||
Reference numbers in right hand column of table entitled Ref. refer to paragraphs with corresponding number that immediately follow the next two paragraphs, which discuss derivative liability. | |||||||||||||||||||||||
During the first quarter of 2013, the Company determined based on closing market price of $.0005 (pre-reverse stock split), and based on terms of convertible debt, its convertible and/or committed shares were in excess of its authorized common stock of 5,000,000,000. Most of the Company’s convertible debentures have conversion rates at substantial discount to market price; therefore, a decline in market price impacts the number of shares convertible. As a result, the Company recorded a derivative liability of $565,689, which represented the amount of shares convertible or committed in excess of the shares authorized at $.0005 per share, the closing market price at March 30, 2013, and as valued according to the Black-Scholes valuation model. On July 15, 2013, the Company effectuated a reverse stock split (1 -for- 1,350), which was applied retroactively. See Note 19. CHANGE IN CAPITAL STRUCTURE. Accordingly, this transaction resulted in significant shares authorized in excess of those committed, and the full derivative liability of $565,689 was reversed. | |||||||||||||||||||||||
-1 | The Company converted an accounts payable for legal services to a convertible debenture. At the option of the lender, the principal amount of the note plus any accrued interest may be converted in whole or in part into Common Stock at the conversion price per share of $.001 by written notice. The lender will be limited to maximum conversion of 4.99% of the outstanding Common Stock of the Company at any one time. The debenture and the shares referenced within the debenture may be assignable in whole or in part to a third party at any time during the term. The Company valued the beneficial conversion feature (BCF) of the convertible debenture at $20,635, the “ceiling” of its intrinsic value. The Company accreted the discount to the convertible debenture and recognize interest expense through its maturity. On the maturity date of the debenture, the lender sold and assigned the debenture to an unrelated third party for the face value of the debenture. See Note 17. COMMITMENT AND CONTINCIES regarding dismissal of lawsuit complaint filed by this party against the Company and the original lender. Because the original lender asserted default against this party, the original lender re-assigned the debenture to another party. See Ref. (12) for assignment of the debenture as well as accounting treatment of the assignment. | ||||||||||||||||||||||
-2 | The Company purchased exclusive rights for license of certain intellectual property from an unrelated party. The parties agreed to a royalty of 2.5% of net revenues generated from the sale, sub-license or use of the technology or a reasonable negotiated rate based on similar invention. The debenture is convertible to common shares of the Company at May 27, 2011, along with accrued interest at the option of the lender. Conversion price per share is 30% discount as determined from the weighted average of the preceding 12 trading days’ closing market price. The Company valued the BCF of the convertible debenture at $53,517, its intrinsic value. The Company accreted the discount to the convertible debenture and will recognize interest expense through repayment in full or conversion. Because there is no assurance of success and the invention is still in design and pre-prototype phase, the Company recorded the initial net value of the debenture, $71,483, as research and development expense in during the years ended 2010. Both parties have agreed to confidentiality regarding the invention during the pre-prototype stage. In addition, the Company has agreed to provide the licensor with design services, as well as assist in completing the prototype and initial production at the Company’s prevailing wholesale rate for comparable services. | ||||||||||||||||||||||
On February 10, 2012, the holder of this debenture entered into an agreement with a third party to sell/assign the $125,000 principal balance, plus accrued interest. The purchase will be in installments with transfer/assignment of the debenture upon payment, referred to as “Closings”. The First Closing was on or about February 15, 2012 for $7,500, with that amount assigned/transferred. The Second Closing, occurred 90 days after the first closing for $11,750 paid/assigned. All subsequent closing’s will be for $11,750 and occur in 30 day increments after the Second Closing. This will continue until the full principal balance of $125,000, plus accrued interest has been purchased/assigned. See Ref. (9) for discussion of new terms on the assigned portions of the debenture. | |||||||||||||||||||||||
-3 | The Company ratified a technology and license agreement with commitment for purchase of inventory related to an agreement signed in 2010, which set pricing for products if minimum quantity purchases were met. Since the Company did not purchase the minimum quantities, but desired to maintain the technology and licensing rights along with the pricing, it agreed to purchase the 2010 balance shortage in 2011, as well as the 2011 minimum quantities. The agreement required the Company issue a convertible debenture for $76,000, and $38,000 of restricted common stock. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $32,571. The Company accreted the discount to the convertible debenture and will recognize interest expense through paid in full or converted. The Company repaid $28,000 of this debenture in 2011. See Note 17. COMMITMENTS AND CONTINGENCIES for discussion of litigation involving the technology and license agreement. | ||||||||||||||||||||||
-4 | In 2011, the Company borrowed $42,500, $37,500, and $37,500, respectively, in exchange for three convertible debentures from a lender. The Company valued the related beneficial conversion features (BCF) at $42,500, 37,500 and 37,500, respectively. On February 7, 2012, the lender sold/assigned all rights and interest on the first debenture having net book value of $11,000 plus accrued interest of $3,328. On March 9, 2012, the lender sold/assigned all rights and interest on the second debenture having a net book value of $24,500, plus $1,448 of accrued interest. See reference (11) which discusses the terms and conditions surrounding the new debentures issued upon extinguishment of the two originals as well as accounting treatment of the transactions. During the third quarter of 2012, the lender converted to stock the third convertible debenture with $37,500 principal and $1,500 accrued interest outstanding in full satisfaction of the convertible debenture. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. | ||||||||||||||||||||||
On July 2, 2012, the Company borrowed $78,500 from this same lender in exchange for a convertible debenture maturing on April 5, 2013. Beginning 180 days after the date of the debenture, lender may convert the note to common shares at a 39% discount of the “Market Price” of the stock based on the average of the lowest three (3) closing bid prices on the date prior to the notice of conversion. In addition, if the Company grants a lower price for common stock purchase or conversion to anyone else during the term of this agreement, the lender’s conversion price will be adjusted downward to the same. The lender cannot convert an amount greater than 4.99% of the outstanding common stock at any one time. The Company may prepay the debenture at any time before maturity at graduated amounts depending on the date of prepayment ranging from 130% to 150% of the debenture balance plus accrued and unpaid interest. There is a $2,000 per day penalty for not timely delivering shares upon conversion notice. The Company is also required to maintain a reserve of shares sufficient to cover the lender’s conversion to common stock of the total amount of the debenture. The Company valued the BCF of the convertible debenture at $35,268. Accordingly, the $78,500 debenture was discounted by the amount of the BCF and accreted to the convertible debenture through its maturity, and interest was recognized until converted. During the years ended December 31, 2013, the lender converted $78,500 principal plus accrued interest on the convertible debenture in full satisfaction of the debt. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. | |||||||||||||||||||||||
On August 8, 2012, the Company borrowed $42,500 from this same lender in exchange for a convertible debenture maturing on May 10, 2013. Beginning 180 days after the date of the debenture, lender may convert the note to common shares at a 39% discount pursuant to the same terms and conditions discussed in preceding paragraph. The Company valued the BCF of the convertible debenture at $27,172. Accordingly, the $42,500 debenture was discounted by the amount of the BCF. The Company accreted the discount to the convertible debenture through its maturity and will recognize interest expense until paid in full or converted. During the year ended December 31, 2013, the lender converted $34,055 principal on the convertible debenture. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. | |||||||||||||||||||||||
On October 31, 2012, the Company borrowed $78,500 from this same lender in exchange for a convertible debenture maturing on August 2, 2013. Beginning 180 days after the date of the debenture, lender may convert the note to common shares at a 39% discount pursuant to the same terms and conditions discussed in two paragraphs preceding this one. The Company valued the BCF of the convertible debenture at $50,189. Accordingly, the $78,500 debenture was discounted by the amount of the BCF. The Company is accreting the discount to the convertible debenture through its maturity and will recognize interest expense until paid in full or converted. | |||||||||||||||||||||||
-5 | On March 9, 2011, the Company borrowed $50,000 in exchange for a convertible debenture. The lender could at any time convert any portion of the debenture to common shares at a 30% discount of the “Market Price” of the stock based on the average of the previous ten (10) days weighted average closing prices on the date prior to the notice of conversion. The Company could have prepaid the debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 50,000 and 100,000 warrants at $337.50 and $472.50 per share (after restatement for 1 for -1,350- reverse stock split) , respectively. As a result, the Company allocated fair market value (“FMV”) to both the BCF and to the warrants, or $34,472, which was recorded as a discount against the debenture. The Company accreted the discount to the convertible debenture through its maturity and recognized interest expense until both the debenture and accrued interest were converted to stock in full satisfaction of amounts due, in the first and second quarter of 2012, respectively. Before discount, the Company determined the FMV of the warrants as $7,500 using the Black-Scholes valuation model. | ||||||||||||||||||||||
-6 | On May 3, 2011, the Company borrowed $300,000 in exchange for a convertible debenture. The Debenture bears 10% interest per annum. The lender may at any time convert any portion of the debenture to common shares at a 30% discount of the “Market Price” of the stock based on the average of the previous ten (10) days weighted average closing prices on the date prior to the notice of conversion. The Company may prepay the debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 300,000 and 600,000 warrants at $337.50 and $472.50 per share (after restatement for 1 for -1,350- reverse stock split), respectively. As a result, the Company allocated fair market value (“FMV”) to both the BCF and to the warrants, or $206,832, which was recorded as a discount against the debenture. The Company accreted the discount to the convertible debenture through maturity and will recognize interest expense until paid in full or converted. Before discount, the Company determined the FMV of the warrants as $45,000 using the Black-Scholes valuation model. | ||||||||||||||||||||||
-7 | The Company borrowed $10,000 in exchange for a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $4,286. The Company accreted the discount to the convertible debenture and will recognize interest expense until paid in full or converted. | ||||||||||||||||||||||
-8 | The Company converted a note payable and related accrued interest of $39,724 into a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $17,025. Because the debenture was issued and matured in the third quarter of 2011, the full amount of the discount, $17,025 was accreted and recognized as interest expense during the period. | ||||||||||||||||||||||
On February 10, 2012, the lender sold/assigned all rights and interest on the debenture having a net book value of $39,724, plus $1,552 of accrued interest. See reference (11) which discusses the terms and conditions surrounding the new debenture issued upon extinguishment of the original as well as accounting treatment of the transaction. | |||||||||||||||||||||||
-9 | The Company entered a new debenture agreement upon sale/assignment of the original lender under the debenture as discussed in reference (2) above. Because the stated terms of the new debenture agreement were significantly different from the original debenture, including analysis of value of the beneficial conversion feature at the assignment/purchase date, the transaction was treated as extinguishment of the old debenture and recording of the new for accounting purposes. Because the debenture is being assigned/sold in installments, the Company is calculating and recognizing gain or loss on the extinguishment as it occurs. On February 10, 2012, the new holder (lender) purchased $7,500 of the original $125,000 principal balance, and based on this transaction, the Company recorded a $4,286 loss on extinguishment. On May 18, 2012, the lender purchased another $11,750, and the Company recorded a $6,714 loss on extinguishment related to this transaction. On July 17, 2012, the lender purchased another $11,750, and the Company recorded a $6,714 loss on extinguishment related to this transaction. On November 8, 2012, the lender purchased another $11,750, and the Company recorded a $6,714 loss on the extinguishment related to this transaction. | ||||||||||||||||||||||
The Company may prepay at any time in an amount equal to 150% of the principal and accrued interest. The conversion price under the debenture is $.37125 (adjusted for 1-for-1,350 reverse stock split), and the lender may convert at any time until the debenture plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 4.99% of the outstanding Common Stock of the Company at any one time. The debenture and the shares referenced within the debenture may be assignable in whole or in part to a third party at any time during the term. | |||||||||||||||||||||||
As of December 31, 2013, the lender had assigned $5,500 under the debenture to four separate parties, and $23,500 to another party. See reference (10) and (12), respectively, related to the assignments. | |||||||||||||||||||||||
-10 | This line is comprised of the assignment of $5,500 of the convertible debenture from reference (9) above with the same stated terms and conditions equally to four separate parties. Due to the smaller transaction amounts, these four debenture holders have been combined for presentation purposes. | ||||||||||||||||||||||
-11 | The Company entered into three new debenture agreements upon sale/assignment of the original lenders under the debentures as discussed in references (4) and (8) above. Because the stated terms of the new debenture agreement and principal amounts were significantly different from the original debenture, including analysis of value of the beneficial conversion feature at the assignment/purchase date, the transactions are treated as extinguishment of the old debentures and recorded as new for accounting purposes. As a result of these three transactions, the Company recognized a combined loss on extinguishment of $71,577. | ||||||||||||||||||||||
The new debentures were issued with the same following terms and conditions: The Company may prepay at any time in an amount equal to 150% of the principal and accrued interest. The conversion price under the debentures is $.37125 (adjusted for 1-for-1,350 reverse stock split), and the lender may convert at any time until the debenture plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 4.99% of the outstanding Common Stock of the Company at any one time. During the years ended December 31, 2013, the lender converted $3,211 of the debenture with original principal balance of $39,724 to stock. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. | |||||||||||||||||||||||
On January 18, 2013, the lender sold/assigned all rights and interest on one of its three debentures having net book value of $16,000 plus accrued interest of $1,512. On the same day, the lender sold/assigned all rights and interest on another of its three debentures having a net book value of $56,250, plus $4,825 of accrued interest. See reference (13) which discusses the terms and conditions surrounding the new debentures issued upon extinguishment of the two originals as well as accounting treatment of the transactions. The lender still held the third debenture with original principal balance of $39,724 with net book value of $2,743 at December 31, 2013. | |||||||||||||||||||||||
-12 | On April, 19, 2012, the original lender discussed in ref (1) above re-assigned the debenture to this party asserting default against the first assignee. The amount of assignment was the balance remaining per the original lender’s records, or $16,347. The Company recognized a $3,700 loss on this transaction. Terms of the assigned debenture are the same as the original debenture as stated in ref (1). During the year ended December 31, 2012, the new holder converted $16,347 of the debenture principal plus $162 of accrued interest in full satisfaction. | ||||||||||||||||||||||
During the years ended December 31, 2012, the lender accepted assignment of $23,500, of a convertible debenture from the lender discussed in (9) above. See reference (2) for terms surrounding the original convertible debenture. In addition, the Company converted $2,125 of the assignments to stock during the year ended December 31, 2013, plus $202 of accrued interest in full satisfaction of the amount due this lender under the assignments. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired the convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. | |||||||||||||||||||||||
-13 | On January 18, 2013, the Company entered into three new debenture agreements: one new lending and two upon sale/assignment of two debentures as discussed in reference (11). Because the stated terms of the new debenture agreements and principal amounts are significantly different from the original debentures that were sold/assigned, including analysis of value of the beneficial conversion feature at the assignment/purchase date, the sale/assignment transactions are treated as extinguishment of the old debentures and recorded as new for accounting purposes. As a result of the sale/assignment transactions, the Company recognized a combined loss on extinguishment of $93,826. Principal balances on these two new debentures was $30,500 and $95,000, respectively. The Company was also required to maintain a reserve of shares sufficient to cover the lender’s conversion to common stock of the total amount of the debentures. | ||||||||||||||||||||||
The Company borrowed $84,500, the third debenture referred to above with this lender. The interest rate on the debenture was 10% per annum, and the conversion price was 59% of the lowest closing bid price per share in the ten trading days prior to the conversion notice. Per terms of the debenture agreement, the lender was not to convert an amount that would cause it or any of its affiliates to beneficially own in excess of 4.99% of the Company. The Company could prepay the debenture within 90 days after the effective date at 140% multiplied by outstanding principal and accrued interest. The Company was also required to maintain a reserve of shares sufficient to cover the lender’s conversion to common stock of the total amount of the debenture. The Company valued the BCF of the convertible debenture at $58,720, its intrinsic value. Accordingly, the $84,500 debenture was discounted by the amount of the BCF. The Company accreted discount to the convertible debenture and interest expense through its settlement on August 12, 2013 as discussed below. Further, the debenture agreement provided for post-closing expenses, which the lender noted was $1,000 per conversion and approximately $700 in other fees per each debenture. The Company accrued these fees on each debenture and per conversion. | |||||||||||||||||||||||
The $95,000 and $30,500 debentures contained the same terms and conditions as the $84,500 debenture except there were no prepayment clause, and the conversion price was 44% of the lowest closing bid price per share in the ten trading days prior to the conversion notice. During the years ended December 31, 2013, the Company converted $30,500 plus $191 of accrued interest in full satisfaction of the $30,500 debenture, and $22,500 toward the $95,000 debenture. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. | |||||||||||||||||||||||
On August 12, 2013, the Company fully settled the two debentures outstanding with $157,446 principal and $8,794 accrued interest totaling $166,240 with this lender for $170,000. All pre-payment penalties were waived and the Company recognized the difference between the $166,240 and $170,000, or $3,760, as other expense for the year ended December 31, 2013. | |||||||||||||||||||||||
-14 | On April 8, 2013, the Company borrowed $20,000 in exchange for a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (40%) discount as determined from the lowest trading price for the 5 trading days prior to the conversion notice. The Company valued the BCF of the convertible debenture at $13,333 and is accreting the discount to the convertible debenture, and will recognize interest expense until paid in full or converted. | ||||||||||||||||||||||
Convertible debentures as of December 31, 2012, are as follows: | |||||||||||||||||||||||
Period End | |||||||||||||||||||||||
Origination | Origination | Period End | Period End | Debenture, | |||||||||||||||||||
Origination | Maturity | Interest | Principal | Discount | Principal | Discount | Net | ||||||||||||||||
Date | Date | Rate | Balance | Balance | Balance | Balance | Balance | Ref. | |||||||||||||||
10/4/10 | 4/4/11 | 5% | $ | 20,635 | $ | -20,635 | $ | - | $ | - | $ | - | -1 | ||||||||||
11/27/10 | 5/27/11 | 10% | 125,000 | -53,571 | 58,750 | - | 58,750 | -2 | |||||||||||||||
1/7/11 | 11/11/11 | 5% | 76,000 | -32,571 | 48,000 | - | 48,000 | -3 | |||||||||||||||
2/10/11 | 1/14/11 | 8% | 42,500 | -42,500 | - | - | - | -4 | |||||||||||||||
9/12/11 | 6/14/12 | 8% | 37,500 | -37,500 | - | - | - | -4 | |||||||||||||||
3/9/11 | 3/9/12 | 10% | 50,000 | -34,472 | - | - | - | -5 | |||||||||||||||
5/3/11 | 5/5/12 | 5% | 300,000 | -206,832 | 300,000 | - | 300,000 | -6 | |||||||||||||||
8/31/11 | 8/31/13 | 5% | 10,000 | -4,286 | 10,000 | -1,427 | 8,573 | -7 | |||||||||||||||
9/8/11 | 9/20/11 | 10% | 39,724 | -17,016 | - | - | - | -8 | |||||||||||||||
2/10, 5/18, 7/17, 11/8/2012 | 2/10, 5/18, 7/17, 11/8/2014 | 10% | 42,750 | - | - | - | - | -9 | |||||||||||||||
3/14/12 | 2/10/14 | 10% | 5,500 | - | 472 | - | 472 | -10 | |||||||||||||||
12/19/11 | 9/21/12 | 8% | 37,500 | -37,500 | - | - | - | -4 | |||||||||||||||
2/7/12 | 2/7/14 | 10% | 16,000 | - | 16,000 | - | 16,000 | -11 | |||||||||||||||
2/10/12 | 2/10/14 | 10% | 39,724 | - | 12,643 | - | 12,643 | -11 | |||||||||||||||
3/9/12 | 3/9/14 | 10% | 56,250 | - | 56,250 | - | 56,250 | -11 | |||||||||||||||
4/19, 8/17, 11/7/2012 | 4/4/2011, 2/10, 4/14/2014 | 5%, 10% | 39,847 | - | 2,125 | - | 2,125 | -12 | |||||||||||||||
7/2/12 | 4/5/13 | 8% | 78,500 | -35,268 | 78,500 | -11,754 | 66,746 | -4 | |||||||||||||||
8/8/12 | 5/2/13 | 8% | 42,500 | -27,172 | 42,500 | -12,856 | 29,644 | -4 | |||||||||||||||
10/31/12 | 8/2/13 | 8% | 78,500 | -50,189 | 78,500 | -39,036 | 39,464 | ||||||||||||||||
Totals | $ | 703,740 | $ | -65,073 | $ | 638,667 | |||||||||||||||||
Reference numbers in right hand column of table entitled Ref. refer to paragraphs above the table. | |||||||||||||||||||||||
EQUITY_BASED_COMPENSATION_FOR_
EQUITY BASED COMPENSATION FOR CONSULTING, LEGAL, AND OTHER PROFESSIONAL SERVICES | 12 Months Ended | ||
Dec. 31, 2013 | |||
Stock Issued For Consulting Legal and Other Professional Services [Abstract] | ' | ||
Stock Issued For Consulting Services [Text Block] | ' | ||
13 | EQUITY BASED COMPENSATION FOR CONSULTING, LEGAL, AND OTHER PROFESSIONAL SERVICES | ||
Equity based compensation including bonuses for consulting, legal, and other professional services is presented on the face of the Statement of Stockholders’ Deficit for the years ended December 31, 2013 and 2012. More information on the significant components of the amounts presented for the years ended December 31, 2013 and 2012 follows: | |||
During the fourth quarter of 2013, the Company engaged a vendor to provide research and development services. As part of the arrangement, the vendor agreed to take $6,810 in shares of the Company’s stock based on the weighted average price of the Company’s stock. The $6,810 is included in shares payable December 31, 2013, for consulting, legal, and other professional services on the Statement of Stockholders’ Deficit. | |||
Pursuant to a consulting agreement for business advisory services, the Company issued for the years ended December 31, 2013, and 2012, 68,032 and 8,588, respectively, for $26,800 and $46,571, respectively, in services. The brother of this consultant performed engineering services under the same terms and conditions of the agreement and the Company issued 47 restricted shares and recorded operating expense of $2,571 for the years ended December 31, 2012. The stock conversion price under the agreement was calculated as a weighted average for the month the services were granted at a 30% discount. Up until the end of the first quarter 2012, operating expense was recorded at invoice value due to nominal trading volume. However, beginning in the second quarter of 2012, operating expense was recorded based on full weighted average share price of the market for the period in which the services were rendered. | |||
On March 27, 2013, the Company entered into a consulting agreement for financial strategic advice for a term of twelve months from the date of the agreement and may be terminated by either party within 30 days written notice and any monies owed are due upon termination. As initial fee, the Company paid the consultant $25,000 in restricted stock, or 37,038 shares, during the years ended December 31, 2013. Further, upon obtaining $5,000,000 new capital into the Company, the consultant will be due $500,000, upon successfully obtaining a second $500,000 commitment of new capital, $50,000 will be due to the consultant, upon successfully obtaining a third $500,000 commitment of new capital, and the same arrangement through eleven additional commitment of new capital. Amounts due shall be paid in cash and any brokerage commissions, private placement fees or other fees in connection with obtaining the new capital shall be reduced from the fees due the consultant on a dollar per dollar basis. | |||
On May 18, 2012, the Company issued restricted shares for business advisory and strategic services. The invoice amount was $3,400 and the number of shares issued, 76, was based on a 30% discount to market weighted average share price for period services were performed. However, the Company recorded operating expense at the full market weighted average share price for the period in which services were rendered, or $4,857. | |||
On February 2, 2012, the Company entered into a consulting agreement for financial and public relations services. The term of the agreement is for twelve (12) months and either party may cancel the agreement with 30 days written notice. Payment was to be monthly beginning in March 2012, in the form of $10,000 cash, or $20,000 worth of common stock based on the weighted average of the Company’s stock for the month at a 30% discount. Payment in cash or stock was at the option of the Company. In addition, upon signing of the agreement, the Company was to issue 1,852 shares for services previously provided during the first quarter of 2012. The Company recognized $29,750 operating expense under this agreement for the first quarter of 2012 and 3,910 shares payable. Due to the guarantee stock value clause in the Agreement, the Company compared the value at the time the stock was granted with the value at the end of the quarter, and determined there was no need for accrual of additional shares payable to achieve the $20,000 market value to guarantee. After March 31, 2012, this agreement and compensation under this agreement ceased. Accordingly, no expense related to this agreement was recorded beyond the first quarter of 2012. | |||
On March, 6 2012, the Company converted $16,200 in design services payable into 445 restricted shares of common stock based on the market value of the stock on the date of conversion. | |||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Tax Disclosure [Text Block] | ' | |||||||
14 | INCOME TAXES | |||||||
The components of the provision for income tax expense are as follows for the years ended: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Current taxes | ||||||||
Federal | $ | -- | $ | -- | ||||
State | -- | -- | ||||||
Current taxes | -- | -- | ||||||
Change in deferred taxes | 85,065 | 331,211 | ||||||
Change in valuation allowance | -77,587 | -292,880 | ||||||
Provision for income tax expense | $ | 7,478 | $ | 38,231 | ||||
The following is a summary of the significant components of the Company’s deferred tax assets and liabilities at December 31, 2013: | ||||||||
Deferred tax assets: | ||||||||
Equity based compensation | $ | 97,276 | ||||||
Allowance for doubtful accounts | 13,260 | |||||||
Depreciation and amortization timing differences | -- | |||||||
Net operating loss carryforward | 1,124,299 | |||||||
On-line training certificate reserve | 1,109 | |||||||
Total deferred tax assets | 1,235,944 | |||||||
Valuation allowance | -1,233,337 | |||||||
Deferred tax assets net of valuation allowance | 2,607 | |||||||
Less deferred tax assets – non-current, net of valuation allowance | 2,330 | |||||||
Deferred tax assets – current, net of valuation allowance | $ | 277 | ||||||
The effective tax rate used for calculation of the deferred taxes as of December 31, 2013 was 34%. The Company has established a valuation allowance against deferred tax assets of $1,235,879 or 99.8%, due to the uncertainty regarding realization, comprised primarily of a 100% reserve against the net operating carryforward, 100% reserve against the allowance for doubtful accounts, and 97% reserve against the deferred tax assets attributable to the equity based compensation. | ||||||||
The significant differences between the statutory tax rate and the effective tax rates for the Company for the three months ended are as follows: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Statutory tax rate | -- | % | -- | % | ||||
Increase (decrease) in rates resulting from: | ||||||||
Net operating loss carryforward or carryback | -7 | % | 28 | % | ||||
Equity based compensation and loss | 18 | % | -11 | % | ||||
Book/tax depreciation and amortization differences | -- | % | -- | % | ||||
Change in valuation allowance | -10 | % | -15 | % | ||||
Other | -- | % | -- | % | ||||
Effective tax rate | 1 | % | 2 | % | ||||
The following is a summary of the significant components of the Company’s deferred tax assets and liabilities at December 31, 2012: | ||||||||
Deferred tax assets: | ||||||||
Equity based compensation | $ | 236,145 | ||||||
Allowance for doubtful accounts | 12,240 | |||||||
Depreciation and amortization timing differences | -- | |||||||
Net operating loss carryforward | 1,071,409 | |||||||
On-line training certificate reserve | 1,215 | |||||||
Total deferred tax assets | 1,321,009 | |||||||
Valuation allowance | -1,310,924 | |||||||
Deferred tax assets net of valuation allowance | 10,085 | |||||||
Less deferred tax assets – non-current, net of valuation allowance | 9,781 | |||||||
Deferred tax assets – current, net of valuation allowance | $ | 304 | ||||||
The effective tax rate used for calculation of the deferred taxes as of December 31, 2012 was 34%. The Company established a valuation allowance against deferred tax assets of $1,310,924, or 99%, due to the uncertainty regarding realization, comprised primarily of a 100% reserve against the net operating carryforward, 100% reserve against the allowance for doubtful accounts, and 95% reserve against the deferred tax assets attributable to the equity based compensation. | ||||||||
AUTHORIZATION_OF_PREFERRED_STO
AUTHORIZATION OF PREFERRED STOCK | 12 Months Ended | ||
Dec. 31, 2013 | |||
Disclosure Text Block Supplement [Abstract] | ' | ||
Preferred Stock [Text Block] | ' | ||
16 | AUTHORIZATION OF PREFERRED STOCK | ||
During the second quarter of 2010, the holder of the majority of the Company’s outstanding shares of common stock approved an amendment to the Company’s Articles of Incorporation authorizing the issuance of 10,000,000 shares of preferred stock. The preferred stock as authorized has such voting powers, designations, preferences, limitations, restrictions and relative rights as may be determined by our Board of Directors of the Company from time to time in accordance with the provisions of Chapter 78 of the Nevada Revised Statutes. Before modification, the existing Articles of Incorporation did not authorize the issuance of shares of preferred stock. The Company authorized the preferred stock for the purpose of added flexibility in seeking capital and potential acquisition targets. The amendment authorizing the issuance of shares of preferred stock grants the Board authority, without further action by our stockholders, to designate and issue preferred stock in one or more series and to designate certain rights, preferences and restrictions of each series, any or all of which may be greater than the rights of the common stock. As of December 31, 2013, the 425,000 shares of preferred stock are owned by the Company’s Chief Executive Officer. The preferred shares have 250 to 1 voting rights over the common stock, and are convertible into 31,481 shares of common stock. The preferred stock votes with the Company’s common stock, except as otherwise required under Nevada law. Accordingly, Mr. Carmichael will own 93% of the combined voting power of the Common Stock and Series A Covertible Preferred Stock, voting as a single class and will control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. | |||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||
Dec. 31, 2013 | |||
Commitments and Contingencies Disclosure [Abstract] | ' | ||
Legal Matters and Contingencies [Text Block] | ' | ||
17 | COMMITMENTS AND CONTINGENCIES | ||
On August 16, 2012, the Company’s real estate foreclosed upon by Branch Banking and Trust (“BBT”) was sold through a court ordered auction. At the foreclosure sale, BBT was highest bidder with a bid of $1,300. On July 17, 2012, the Court entered a Final Judgment of Foreclosure against the Company for $1,123,269, plus post-judgment interest. On December 14, 2012, BBT served the Company with Notice of Final Judgment of Foreclosure. Per the Notice, the lender sought Final Judgment including post-judgment interest and costs through date of sale of $1,127,643 plus post-judgment interest and related expenses. The lender asserted the fair market value of the property on the date of sale was $1,030,000 and was seeking final judgment against the Company for the shortfall amount between the Final Judgment amount and the fair market value of the property, or approximately $100,000 plus post-judgment interest and related expenses. Accordingly, the Company recorded a foreclosure liability of $110,000 to cover the shortfall plus post-judgment expenses. At the time of the sale, carrying value of the building, building improvements, and land was $1,641,075, mortgage balance was $1,053,997, accrued interest was $15,609, and accrued real estate taxes was $45,006. After reversing all amounts associated with the foreclosed property and recording $110,000 adjustment for difference between the sale and final judgment amount the Company recorded $116,539 loss on foreclosure. The adjustment and loss include $10,000 estimate of post-judgment expenses based on managements’ best judgment, and was periodically reviewed and adjusted as applicable. On October 14, 2013, BBT. brought before the court a Motion for Deficiency Final Judgment (the “Motion”) against Trebor Industries, Inc., fully owned subsidiary of the Company, and Robert M. Carmichael, the Company’s Chief Executive Officer, and received a final judgment of $103,026, plus interest. As part of the Motion, a Fact Information sheet was to be provided the defendants for completion including all required attachments within forty-five days of delivery from plaintiff, unless the Final Judgment is satisfied or post-judgment discovery is stayed. During November 2013, the Company settled the Final Judgment with BBT for $85,000. Accordingly, BWMG recorded $18,026 to other income for the period. The 17th Judicial Circuit of the Circuit Court of Broward County recorded Satisfaction of Final Judgment on November 20, 2013. | |||
On November 1, 2012, the Company entered into a one year lease on the foreclosed real estate, which the Company continues to occupy as it manufacturing facility and headquarters. The terms of the lease were base rent of $3,750 plus sales tax. Either party could cancel the lease with 90 days written notice. Effective on the date of expiration, the lease was renewed with the same terms and conditions. | |||
On June 28, 2013 the Company received notice of claim for damages in excess of $15,000 claiming personal injury due to product defect. The Company believes the case is without merit and will aggressively defend. The claim is being handled by the Company’s product liability insurance carrier. In the less than probably chance that any liability will be assigned the Company, insurance coverage is deemed adequate to address. | |||
On January 12, 2013, the Company received notice of claim for damages in excess of $15,000 claiming personal injury due to product defect. The Company believes the case is without merit and will aggressively defend. The claim is being handled by the Company’s product liability insurance carrier. In the less than probable chance that any liability is assigned the Company, insurance coverage is deemed adequate to address. | |||
On December 18, 2012, Undersea Breathing Systems, Inc. (“UBS”) filed an amended complaint against the Company compelling purchase of Medal Model No. 4241 membranes or equivalent pursuant to pricing agreement in 2011. UBS is the holder of the convertible debenture referenced in Note 12. CONVERTIBLE DEBENTURES Ref (3). Under the complaint, UBS asserts the Company was to purchase no less than 24 membranes from the company per year for $2,000 and $1,000, cash and Company stock, respectively, per membrane. The Company took delivery, paid cash, and issued stock for 14 Medal Model No 4241 membranes pursuant to the stated pricing in 2011, plus issued an additional $24,000 stock toward future purchases of 24 membranes. However, the Company has not purchased or taken delivery of additional membranes. At the same time the stock was issued the Company granted UBS a convertible debenture of $76,000 and reduced its balance to $48,000 when the Company paid $28,000 cash and took delivery of the 14 membranes. Therefore, UBS currently has $24,000 worth of stock and a $48,000 convertible debenture for which the Company took no membrane deliveries. If judgment or settlement were to go in favor of UBS, there would be no financial impact to the statement of operations or net impact on financial position. This is because there would be corresponding decreases in amounts to convertible debenture, prepaid inventory, cash, and increase in inventory, all netting to zero. In addition any future compelled purchases would result in a decrease in cash with corresponding increase in inventory. As a result, no accrual is warranted, and the Company will await legal advisement and decision on the matter. | |||
On or about May 3, 2012, the Company received notice of filing of an action for breach of contract, conspiracy to commit securities fraud and injunctive relief against the Company and the first party named in Note 12. CONVERTIBLE DEBENTURES Ref (1). The Plaintiff, Eventus Capital, Inc., is the second party referenced in Note 12. CONVERTIBLE DEBENTURES, Ref (1) who purchased the original debenture from the first party. The net book value, excluding interest, on the debenture as of December 31, 2012 was approximately $12,700. The amount named in the original lawsuit was “damages in excess of $15,000”, plus other fees. On July 16, 2012, the Palm Beach County Court issued an Order on the Company’s Motion to dismiss this complaint. The motion was granted without prejudice to allow the plaintiff 15 days to file an amended complaint with substantiating documentation. The plaintiff amended its complaint as required, asserted it incurred a loss of $735,616 in damages. The other Defendant in the action has asserted counter and third party claims against the plaintiff. Per the opinion of the Company’s legal counsel, the plaintiff has failed to establish any legal or factual basis for claim, and judgment or settlement against the Company is not probable. | |||
JOINT_VENTURE_EQUITY_EXCHANGE_
JOINT VENTURE EQUITY EXCHANGE AGREEMENT | 12 Months Ended | ||
Dec. 31, 2013 | |||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||
Equity Method Investments Disclosure [Text Block] | ' | ||
18 | JOINT VENTURE EQUITY EXCHANGE AGREEMENT | ||
On November 7, 2011, the Company entered into a Joint Venture Equity Exchange Agreement (“Agreement”) with Pompano Dive Center, LLC. (“PDC”). PDC owns a retail store, several dive boats, and has a classroom for training divers. Under the terms of the Agreement, the Company will provide PDC with an assortment of Brownie’s Third Lung products on consignment, and PDC will act as a training and demonstration site for Brownie’s Third Lung products. Beginning in 2012, both parties ceased operating under the consignment inventory arrangement. Inventory not sold was returned and inventory was purchased for sale. See Note: 7 RELATED PARTIES TRANSACTIONS - Net revenues and accounts receivable – related parties for further information on sales to PDC for the period ended December 31, 2013, and related Accounts Receivable balance. Terms of sale to PDC are no more favorable than those granted other dealers of the Company’s products. | |||
In addition, the Agreement provides for a non-binding letter of intent for the possible acquisition of PDC in exchange for BWMG’s stock for the yet to be agreed upon value of PDC. In anticipation of a possible purchase, the Agreement provides BWMG with a 33% interest in PDC. As part of the transaction, BWMG issued 3,394 restricted shares of its common stock with fair market value on the date of the transaction of $24,740 to PDC, reflected in other assets in the long-term portion of the Company’s balance sheet. | |||
If BWMG purchases PDC, the stock issued by BWMG will be credited to the purchase price. Further, PDC is required to remit no later than 45 days from the end of each quarter, a 33% share in pre-tax net profits. At least 50% of the total pre-tax profits are required for distribution under the Agreement, and BWMG is not required to share in losses. If PDC decides to sell any inventory provided by the Company, the purchase price will be the same as that offered to other dealers of the Company’s products. | |||
If this Agreement is terminated by either party and/or a written purchase and sales agreement is not entered into by the parties, then the parties’ respective interests in each other’s business will revert back to the original party. Accordingly, if this should happen, PDC will relinquish the interest acquired in BWMG through this Agreement and BWMG will do the same. All property at PDC owned by BWMG would be returned to BWMG at that time as well. Because the joint venture is cancellable at any time by either party with return of respective interest transferred to each as per the joint venture agreement, possible acquisition of PDC is in the form of a non-binding letter of intent, each entities assets and liabilities remain their own, BWMG will not share in any of PDC losses or additional expenses unless otherwise approved, and the management and operation of PDC remains with PDC, the Company accounted for the investment in PDC under the Cost basis. For the years ended December 31, 2013 and 2012, PDC reported pre-tax net losses. Therefore, there was no profit sharing due the Company under the agreement. | |||
CHANGE_IN_CAPITAL_STRUCTURE
CHANGE IN CAPITAL STRUCTURE | 12 Months Ended | ||
Dec. 31, 2013 | |||
Stockholders' Equity Note [Abstract] | ' | ||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||
19 | CHANGE IN CAPITAL STRUCTURE | ||
Effective July 15, 2013, the Company effectuated a reverse split of all outstanding shares of Common Stock by a factor of one-for-one thousand three hundred fifty (1 -for- 1,350). Fractional shares were rounded up to the nearest whole share. The reverse split became effective as of July 15, 2013. In accordance with Securities and Exchange Commissions’ Staff Accounting Bulletin Topic 4C, when a change in capital structure occurs after the period reporting date, but before release of the financial statements the Company must apply retroactive treatment to the financial statements to reflect the change. Accordingly, the Company restated the financial statements for years ended December 31, 2013, and 2012, to reflect the change in the number of shares, as well as at December 31, 2013 and December 31, 2012. | |||
Effective February 22, 2012, also with retroactive restatement, the Company increased the number of authorized shares of common stock from 250,000,000 to 5,000,000,000, and decreased the par value per share of Common Stock from $.001 to $.0001. | |||
EQUITY_INCENTIVE_PLAN
EQUITY INCENTIVE PLAN | 12 Months Ended | ||
Dec. 31, 2013 | |||
Equity Incentive Plan [Abstract] | ' | ||
Equity Incentive Plan [Text Block] | ' | ||
20 | EQUITY INCENTIVE PLAN | ||
On August 22, 2007, the Company adopted an Equity Incentive Plan (the “Plan”). Under the Plan, Stock Options may be granted to Employees, Directors, and Consultants in the form of Incentive Stock Options or Nonstatutory Stock Options. Stock Purchase Rights, time vested and/performance invested Restricted Stock, and Stock Appreciation Rights and Unrestricted Shares may also be granted under the Plan. The initial maximum number of shares that may be issued under the Plan shall be 297 shares, and no more than 75 Shares of Common Stock may be granted to any one Participant with respect to Options, Stock Purchase Rights and Stock Appreciation Rights during any one calendar year period. Common Stock to be issued under the Plan may be either authorized and unissued or shares held in treasury by the Company. The term of the Plan shall be ten years. The Board of Directors may amend, alter, suspend, or terminate the Plan at any time. All 297 options were issued under the plan prior to January 1, 2010, and to-date all remain outstanding. | |||
EQUITY_BASED_INCENTIVERETENTIO
EQUITY BASED INCENTIVE/RETENTION BONUSES | 12 Months Ended | ||
Dec. 31, 2013 | |||
Equity Based Year End Bonuses and Conversion Of Board Of Directors Liability [Abstract] | ' | ||
Equity Based Year End Bonuses and Conversion Of Board Of Directors Liability [Text Block] | ' | ||
21 | EQUITY BASED INCENTIVE/RETENTION BONUSES | ||
On November 2, 2012, the Board of Directors consented to grant equity based bonuses to certain key employees and consultants as an incentive to retain their services. Stock incentive bonuses will vest, and be paid out on May 2, 2013, contingent upon continued employment or service. The stock bonus price per share was calculated based on last closing price as reported on per the OTCBB prior to the grant date for a total of $75,100. Shares were set aside and reserved for this transaction. As disclosed in Note 7. RELATED PARTIES TRANSACTIONS, $45,000 of the $75,100 bonuses was awarded to the Chief Executive Officer. The Company accrued operating expense ratably from the time of the awards through May 2, 2013, when vested. | |||
STRATEGIC_ALLIANCE_AGREEMENT
STRATEGIC ALLIANCE AGREEMENT | 12 Months Ended | ||
Dec. 31, 2013 | |||
Strategic Alliance Agreement [Abstract] | ' | ||
Strategic Alliance Agreement [Text Block] | ' | ||
22 | STRATEGIC ALLIANCE AGREEMENT | ||
On April 10, 2012, the Company entered into a strategic alliance agreement with Precision Paddleboards, Inc. The agreement provides for 12 month exclusivity granted for $24,000 in one year restricted stock, or 494 shares. Price per share was calculated as the weighted average per share for 30 days preceding the agreement or $.036 per share. The Company will recognize the operating expense ratably over the twelve month vesting term with corresponding entry to shares payable. For the years ended December 31, 2013 and 2012, the Company recognized $6,667, and $17,333, respectively, operating expense under the agreement. | |||
INTEREST_EXPENSE_NONRELATED_PA
INTEREST EXPENSE NON-RELATED PARTIES AND OTHER EXPENSE (INCOME), NET | 12 Months Ended | ||
Dec. 31, 2013 | |||
Interest Income (Expense), Net [Abstract] | ' | ||
Other Income and Other Expense Disclosure [Text Block] | ' | ||
23 | INTEREST EXPENSE NON-RELATED PARTIES AND OTHER EXPENSE (INCOME), NET | ||
For the year ended December 31, 2013, non-related parties interest expense of $198,342 is comprised of approximately $194,000 interest on convertible debentures and approximately $4,000 interest on notes payable and other interest. For the year ended December 31, 2012, non-related parties interest expense of $264,243 is comprised of $233,148 interest on convertible debentures, $26,337 interest on notes payable, and $4,758 other interest. | |||
For the year ended December 31, 2013, $73,731 other income, net is comprised primarily of $106,000 in sales commissions, approximately $22,000 royalty income on licensed patents, $47,500 return and retirement of year end 2012 stock bonuses granted to certain consultants, approximately $25,000 downward adjustment of BBT foreclosure liability from settlement of Final Judgment, $15,841 other income, net of individually insignificant items, and partially offset by approximately $98,000 loss on extinguishment of convertible debentures, and $44,610 stock option expense. See Note 7. RELATED PARTIES for further information regarding the stock options granted Mr. Pitzner, BOD, in conjunction with note payable issued to him by Company for $85,000. For the year ended December 31, 2012, the $81,655 other expense, net is comprised primarily of $116,539 loss on foreclosure of real estate, $106,421 loss on extinguishment of convertible debentures, and partially offset by $95,054 gain on forgiveness of legal debt dated prior to April 2004, $29,940 product license royalty income, and $16,311 other income net of individually insignificant transactions. | |||
SECURITIES_PURCHASE_AGREEMENT
SECURITIES PURCHASE AGREEMENT | 12 Months Ended | ||
Dec. 31, 2013 | |||
Equity Line Agreement [Abstract] | ' | ||
Equity Line Agreement Disclosure [Text Block] | ' | ||
24 | SECURITIES PURCHASE AGREEMENT | ||
Effective December 31, 2013, the Company entered into an agreement to terminate the $5,000,000 security purchase agreement it had entered into on April 9, 2013. As part of the original agreement, the Company had paid a $125,000 commitment fee in shares of stock. As part of the termination, the $125,000 shares were returned and cancelled as of December 31, 2013. Accordingly, the $125,000 commitment fee, which had been fully expensed during 2013, was reversed at December 31, 2013 when the shares were returned. | |||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | ||
Dec. 31, 2013 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events [Text Block] | ' | ||
25 | SUBSEQUENT EVENTS | ||
On January 31, 2014, and February 28, 2014, Mr. Alexander F. Purdon, was issued 387,530 and 402,610 shares of restricted common stock, respectively, in lieu of cash for $4,500 employee compensation for each of the two months ended February 28, 2014. The number of shares issues was based on the weighted average share price during the months in which the services were rendered. | |||
Conversions of debentures to shares of common stock occurred subsequent to December 31, 2013. The stock was issued upon partial conversion of a convertible note without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. Conversions were as follows (ref. number corresponds to lender reference number in Note 12. CONVERTIBLE DEBENTURES): | |||
Ref (4) lender – | |||
On March 13, 2014, the lender converted $1,040 of its debenture to 196,226 shares. | |||
On March 5, 2014, the lender converted $980 of its debenture to 196,000 shares. | |||
On February 26, 2014 the lender converted $960 of its debenture to 195,918 shares. | |||
On February 7, 2014, the lender converted $865 of its debenture to 196,591 shares | |||
On February 4, 2014, the lender converted $960 of its debenture to 195,918 shares. | |||
On January 28, 2014, the lender converted $645 of its debenture to 195,455 shares. | |||
On January 24, 2014, the lender converted $645 of its debenture to 195,455 shares. | |||
On January 17, 2014, the lender converted $648 of its debenture to 196,364 shares. | |||
On January 7, 2014, the lender converted $727 of its debenture to 196,486 shares. | |||
DESCRIPTION_OF_BUSINESS_AND_SU1
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Description Of Business [Policy Text Block] | ' |
Description of business –Brownie’s Marine Group, Inc., (hereinafter referred to as the “Company” or “BWMG”) designs, tests, manufactures and distributes recreational hookah diving, yacht based scuba air compressor and nitrox generation systems, and scuba and water safety products through its wholly owned subsidiary Trebor Industries, Inc. The Company sells its products both on a wholesale and retail basis, and does so from its headquarters and manufacturing facility in Fort Lauderdale, Florida. The Company does business as (dba) Brownie’s Third Lung, the dba name of Trebor Industries, Inc. The Company’s common stock is quoted on the OTCBB under the symbol “BWMG”. | |
Basis of Presentation and Significant Accounting Policies [Policy Text Block] | ' |
Basis of Presentation – The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included. | |
Fiscal Period, Policy [Policy Text Block] | ' |
Definition of fiscal year – The Company’s fiscal year end is December 31. | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported 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 expenses during the reporting period. Actual results could differ from those estimates. | |
Reclassification, Policy [Policy Text Block] | ' |
Reclassifications – Certain reclassifications have been made to the 2012 financial statement amounts to conform to the 2013 financial statement presentation. Effective July 15, 2013 the Company effectuated a reverse stock split (1 -for- 1,350). See Note 19. CHANGE IN CAPITAL STRUCTURE for more information. Accordingly, the transactional number of shares referenced throughout the Notes has been retroactively stated unless otherwise noted. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and equivalents – Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value. | |
Going Concern [Policy Text Block] | ' |
Going Concern –The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. We have incurred losses since 2009, and expect to have into 2014. We have had a working capital deficit since 2009. The Company defaulted on its first mortgage in the third quarter of 2010, which resulted in an automatic default on its second mortgage, and was restructured with a forbearance agreement with a maturity date of May 22, 2012. The Company was notified of default under the forbearance agreement on or around April 27, 2012, and the real estate was foreclosed upon and purchased at auction by lender on August 16, 2012. See Note 17. COMMITMENTS AND CONTINGENCIES for further discussion related to the mortgage, forbearance agreement, foreclosure, and final settlement. | |
The Company is behind on payments due for payroll taxes and withholding, matured convertible debentures, related parties notes payable, accrued liabilities and interest – related parties, and certain vendor payables. The Company is handling delinquencies on a case by case basis. However, there can be no assurance that cooperation the Company has received thus far will continue. Payment delinquencies are further addressed in Note 7. RELATED PARTIES TRANSACTIONS, Note 9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES, Note 10. OTHER LIABILITIES, Note 11. NOTES PAYABLE, and Note 12. CONVERTIBLE DEBENTURES. | |
During the fourth quarter of 2011, the Company formed a joint venture with one dive entity, and in the first quarter of 2012, purchased the assets of another, with assumption of their retail location lease. The Company accomplished both transactions predominantly through issuance of restricted common stock in BWMG. The Company believed these transactions would help generate sufficient future working capital. To-date neither endeavor generated profit or cash-flow. Effective May 31, 2013, the Company closed and ceased operations at its retail facility. The Company is still involved in the joint venture. See Note 18. JOINT VENTURE EQUITY EXCHANGE AGREEMENT and Note 8. ASSET PURCHASE for further discussion of these transactions. As a result, the Company does not expect that existing cash flow will be sufficient to fund presently anticipated operations beyond the first quarter of 2014. This raises substantial doubt about BWMG’s ability to continue as a going concern. The Company will need to raise additional funds and is currently exploring alternative sources of financing. BWMG has issued a number of convertible debentures as an interim measure to finance working capital needs as discussed in Note 12. CONVERTIBLE DEBENTURES and may continue to raise additional capital through sale of restricted common stock or other securities, and obtaining some short term loans. The Company has paid for legal and consulting services with restricted stock to maximize working capital, and intends to continue this practice when possible. In addition, the Company implemented some cost saving measures and will continue to explore more to reduce operating expenses. | |
If BWMG fails to raise additional funds when needed, or does not have sufficient cash flows from sales, it may be required to scale back or cease operations, liquidate assets and possibly seek bankruptcy protection. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. | |
Inventory, Policy [Policy Text Block] | ' |
Inventory – Inventory is stated at the lower of cost or fair market value. Cost is principally determined by using the average cost method that approximates the First-In, First-Out (FIFO) method of accounting for inventory. Inventory consists of raw materials as well as finished goods held for sale. The Company’s management monitors the inventory for excess and obsolete items and makes necessary valuation adjustments when required. | |
Property, Plant and Equipment, Policy [Policy Text Block] | ' |
Furniture, Fixtures, and Equipment – Furniture, Fixtures, and Equipment is stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are primarily 3 to 5 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense). | |
The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. | |
Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue recognition – Revenues from product sales are recognized when the Company’s products are shipped or when service is rendered. Revenues from fixed-price contracts are recognized on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost of each contract. This method is used because management considers the percentage of cost incurred to date to estimated total cost to be the best available measure of progress on the contracts. | |
Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Change in job performance, job conditions, and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined. | |
Revenue and costs incurred for time and material projects are recognized as the work is performed. | |
Product Development Cost [Policy Text Block] | ' |
Product development costs – Product development expenditures are charged to expenses as incurred. | |
Advertising Costs, Policy [Policy Text Block] | ' |
Advertising and marketing costs – The Company expenses the costs of producing advertisements and marketing material at the time production occurs, and expenses the costs of communicating advertisements and participating in trade shows in the period in which occur. Advertising and trade show expense was $43,583 and $19,380 for the years ended December 31, 2013, and 2012, respectively. | |
Customer Deposits and Returns [Policy Text Block] | ' |
Customer deposits and returns policy – The Company takes a minimum 50% deposit against custom and large tankfill systems prior to ordering and/or building the systems. The remaining balance due is payable upon delivery, shipment, or installation of the system. There is no provision for cancellation of custom orders once the deposit is accepted, nor return of the custom ordered product. Additionally, returns of all other merchandise are subject to a 15% restocking fee as stated on each sales invoice. | |
Income Tax, Policy [Policy Text Block] | ' |
Income taxes – The Company accounts for its income taxes under the assets and liabilities method, which requires recognition of deferred tax assets and liabilities for future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | |
The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, they would make an adjustment to the valuation allowance which would reduce the provision for income taxes. | |
The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | |
Comprehensive Income, Policy [Policy Text Block] | ' |
Comprehensive income – The Company has no other components of comprehensive income. Accordingly, net income equals comprehensive income for all periods. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock-based compensation – The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes valuation model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued on the effective date of the agreement in accordance with generally accepted accounting principles, which includes determination of the fair value of the share-based transaction. The fair value has been determined either through use of the quoted stock price unless the trading activity is nominal, which may indicate it does not represent the fair value. Under these circumstances, the Company determines fair value through an analysis of its fair value of net assets and comparable publicly traded companies that have higher trading volumes with similar results of operations and industries. Subsequent to the first quarter of 2012, the Company’s trading volume has not been nominal. | |
Stock-based compensation (continued) – For the years ended December 31, 2013 and 2012, the Company transacted a fair number of stock-based compensation transactions as reflected on face of the Statement of Stockholders’ Deficit. This included amortized prepaid equity based compensation for personal guarantees of Chief Executive Officer on Company’s bank debt; additional compensation expense to the Chief Executive Officer payable in stock; Board of Directors’ Fees and Bonuses; certain consulting, legal, and other professional fees; equity based incentive and/or retention bonuses for some employees, and consultants; some accrued payroll settled in stock; and operating expense for exclusivity pursuant to strategic alliance agreement payable. These transactions, as applicable, are also further discussed in Note 7. RELATED PARTIES TRANSACTIONS, Note 13. EQUITY BASED COMPENSATION FOR CONSULTING, LEGAL, AND OTHER PROFESSIONAL SERVICES, Note 21. EQUITY BASED INCENTIVE/RETENTION BONUSES, and Note 22. STRATEGIC ALLIANCE AGREEMENT. | |
Beneficial Conversion Feature On Convertible Debentures [Policy Text Block] | ' |
Beneficial conversion features on convertible debentures – The fair value of the stock upon which to base the beneficial conversion feature (BCF) computation has been determined either through use of the quoted stock price unless the trading activity is nominal, which may indicate it does not represent the fair value. Under these circumstances, the Company determines fair value through an analysis of its fair value of net assets and comparable publicly traded companies that have higher trading volumes with similar results of operations and industries. See Note 12. CONVERTIBLE DEBENTURES for further discussion. | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Fair value of financial instruments – Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: | |
Level 1 - Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. | |
Level 2 - Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. | |
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. | |
Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. Management considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, provided by multiple, independent sources that are actively involved in the relevant market. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the Company’s perceived risk of that investment. | |
Fair value of financial instruments (continued) – At December 31, 2013, and December 31, 2012, the carrying amount of cash, accounts receivable, accounts receivable – related parties, customer deposits and unearned revenue, royalties payable – related parties, other liabilities, other liabilities and accrued interest – related parties, notes payable, notes payable – related parties, and accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments. The fair value of the Company’s convertible debentures was the principal balance due at December 31, 2013, and December 31, 2012, or $526,910, and $703,740, respectively, as presented in Note 12. CONVERTIBLE DEBENTURES. The principal balance due approximates fair value because of the short maturity of these instruments. On the face of the balance sheet the convertible debentures are presented net of discount, which is less than fair market value at period end dates. | |
Earnings Per Share, Policy [Policy Text Block] | ' |
Earnings per common share – Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Basic earnings per share is computed using the weighted-average number of outstanding common shares during the applicable period. Diluted earnings per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. All common stock equivalent shares were excluded in the computation dilutive earnings per share for the three and years ended December 31, 2013, and 2012, since their effect was antidilutive. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
New accounting pronouncements – The Company believes there was no new accounting guidance adopted but not yet effective that either has not already been disclosed in prior reporting periods or is relevant to the readers of BWMG’s financial statements. | |
INVENTORY_Tables
INVENTORY (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory, Current [Table Text Block] | ' | |||||||
Inventory consists of the following as of: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Raw materials | $ | 317,187 | $ | 324,459 | ||||
Work in process | -- | -- | ||||||
Finished goods | 418,739 | 279,408 | ||||||
$ | 735,926 | $ | 603,867 | |||||
FURNITURE_FIXTURES_AND_EQUIPME1
FURNITURE, FIXTURES, AND EQUIPMENT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Furniture, fixtures, and equipment consists of the following as of: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Furniture, fixtures, vehicles and equipment | $ | 204,896 | $ | 181,296 | ||||
Less: accumulated depreciation and amortization | -128,631 | -109,015 | ||||||
$ | 76,265 | $ | 72,281 | |||||
RELATED_PARTIES_TRANSACTIONS_T
RELATED PARTIES TRANSACTIONS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Schedule of Related Party Transactions [Table Text Block] | ' | |||||||
Notes payable – related parties consists of the following at December 31, 2013: | ||||||||
Promissory note payable to the Chief Executive Officer of the the Company, unsecured, bearing interest at 7.5% per annum, due in monthly principal and interest payments of $7,050, maturing on August 1, 2013. | $ | 49,702 | ||||||
Promissory note payable to the non-employee Board of Director, secured by up to $200,000 in and to all of the Company’s right, title and interest in its fixed assets, inventory, receivables, and all documents including its books, records, and files; bearing interest at 21.21% per annum, due in monthly principal and interest payments of $8,585, maturing on November 1, 2014. | 77,917 | |||||||
127,619 | ||||||||
Less amounts due within one year | 127,619 | |||||||
Long-term portion of notes payable | $ | -- | ||||||
Notes payable – related parties – consists of the following as of December 31, 2012: | ||||||||
Promissory note payable to the Chief Executive Officer of the Company, unsecured, bearing interest at 7.5% per annum, due in monthly principal and interest payments of $7,050, maturing on August 1, 2013. | $ | 168,384 | ||||||
Less amounts due within one year | 168,384 | |||||||
Long-term portion of notes payable – related parties | $ | |||||||
Schedule Of Related Party Principal Payments [Table Text Block] | ' | |||||||
As of December 31, 2013, principal payments on the notes payable – related parties are as follows: | ||||||||
2014 | $ | 127,619 | ||||||
2015 | -- | |||||||
2016 | -- | |||||||
2017 | -- | |||||||
2018 | -- | |||||||
Thereafter | -- | |||||||
$ | 127,619 | |||||||
Schedule Of Other Liabilities And Accrued Interest Related Party [Table Text Block] | ' | |||||||
Other liabilities and accrued interest– related parties consists of the following at: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Year-end 2012 bonus payable to Chief Executive Officer | $ | 67,000 | $ | 67,000 | ||||
BOD fee payable to non-employee – related parties | -- | 7,500 | ||||||
Due to Principals of Carleigh Rae Corp., net | 6,017 | 6,017 | ||||||
Other liabilities – related parties | $ | 73,017 | $ | 80,517 | ||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes Payable Disclosure [Abstract] | ' | ||||
Schedule Of Notes Payable [Table Text Block] | ' | ||||
Notes payable consists of the following as of December 31, 2013: | |||||
Promissory note payable, unsecured, bearing interest at 5% simple interest per annum, due in weekly principal and interest payments of $250, maturing on March 10, 2015. | $ | 15,305 | |||
Less amounts due within one year | 12,540 | ||||
Long-term portion of notes payable | $ | 2,765 | |||
Notes payable consisted of the following as of December 31, 2012: | |||||
Promissory note payable, unsecured, bearing interest at 5% simple interest per annum, due in weekly principal and interest payments of $250, maturing on March 10, 2015. | $ | 27,564 | |||
Less amounts due within one year | 12,152 | ||||
Long-term portion of notes payable | $ | 15,412 | |||
Schedule Of Principal Payments On Notes Payable [Table Text Block] | ' | ||||
As of December 31, 2013, principal payments on the notes payable are as follows: | |||||
2014 | $ | 12,540 | |||
2015 | 2,765 | ||||
2016 | -- | ||||
2017 | -- | ||||
2018 | -- | ||||
Thereafter | -- | ||||
$ | 15,305 | ||||
CONVERTIBLE_DEBENTURES_Tables
CONVERTIBLE DEBENTURES (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Convertible Debentures [Abstract] | ' | ||||||||||||||||||||||
Schedule Of Convertible Debentures [Table Text Block] | ' | ||||||||||||||||||||||
The Company has outstanding convertible debentures as follows: | |||||||||||||||||||||||
Period End | |||||||||||||||||||||||
Origination | Origination | Period End | Period End | Debenture, | |||||||||||||||||||
Origination | Maturity | Interest | Principal | Discount | Principal | Discount | Net | ||||||||||||||||
Date | Date | Rate | Balance | Balance | Balance | Balance | Balance | Ref. | |||||||||||||||
10/4/10 | 4/4/11 | 5% | $ | 20,635 | $ | -20,635 | $ | - | $ | - | $ | - | -1 | ||||||||||
11/27/10 | 5/27/11 | 10% | 125,000 | -53,571 | 58,750 | - | 58,750 | -2 | |||||||||||||||
1/7/11 | 11/11/11 | 5% | 76,000 | -32,571 | 48,000 | - | 48,000 | -3 | |||||||||||||||
2/10/11 | 1/14/11 | 8% | 42,500 | -42,500 | - | - | - | -4 | |||||||||||||||
9/12/11 | 6/14/12 | 8% | 37,500 | -37,500 | - | - | - | -4 | |||||||||||||||
3/9/11 | 3/9/12 | 10% | 50,000 | -34,472 | - | - | - | -5 | |||||||||||||||
5/3/11 | 5/5/12 | 5% | 300,000 | -206,832 | 300,000 | - | 300,000 | -6 | |||||||||||||||
8/31/11 | 8/31/13 | 5% | 10,000 | -4,286 | 10,000 | - | 10,000 | -7 | |||||||||||||||
9/8/11 | 9/20/11 | 10% | 39,724 | -17,016 | - | - | - | -8 | |||||||||||||||
2/10, 5/18, 7/17, 11/8/2012 | 2/10, 5/18, 7/17, 11/8/2014 | 10% | 42,750 | - | - | - | - | -9 | |||||||||||||||
3/14/12 | 2/10/14 | 10% | 5,500 | - | 472 | - | 472 | -10 | |||||||||||||||
12/19/11 | 9/21/12 | 8% | 37,500 | -37,500 | - | - | - | -4 | |||||||||||||||
2/7/12 | 2/7/14 | 10% | 16,000 | - | - | - | - | -11 | |||||||||||||||
2/10/12 | 2/10/14 | 10% | 39,724 | - | 2,743 | - | 2,743 | -11 | |||||||||||||||
3/9/12 | 3/9/14 | 10% | 56,250 | - | - | - | - | -11 | |||||||||||||||
4/19, 8/17, 11/7/2012 | 4/4/2011, 2/10, 4/14/2014 | 5%, 10% | 39,847 | - | - | - | - | -12 | |||||||||||||||
7/2/12 | 4/5/13 | 8% | 78,500 | -35,268 | - | - | - | -4 | |||||||||||||||
8/8/12 | 5/2/13 | 8% | 42,500 | -27,172 | 8,445 | - | 8,445 | -4 | |||||||||||||||
10/31/12 | 8/2/13 | 8% | 78,500 | -50,189 | 78,500 | - | 78,500 | -4 | |||||||||||||||
1/18/13 | 1/18/14 | 10% | 84,500 | -58,720 | - | - | - | -13 | |||||||||||||||
1/18/13 | 1/18/14 | 10% | 30,500 | - | - | - | - | -13 | |||||||||||||||
1/18/13 | 1/18/14 | 10% | 95,000 | - | - | - | - | -13 | |||||||||||||||
4/8/13 | 4/14/13 | 9.90% | 20,000 | -13,333 | 20,000 | -3,334 | 16,666 | -14 | |||||||||||||||
Totals | $ | 526,910 | $ | -3,334 | $ | 523,576 | |||||||||||||||||
Reference numbers in right hand column of table entitled Ref. refer to paragraphs with corresponding number that immediately follow the next two paragraphs, which discuss derivative liability. | |||||||||||||||||||||||
During the first quarter of 2013, the Company determined based on closing market price of $.0005 (pre-reverse stock split), and based on terms of convertible debt, its convertible and/or committed shares were in excess of its authorized common stock of 5,000,000,000. Most of the Company’s convertible debentures have conversion rates at substantial discount to market price; therefore, a decline in market price impacts the number of shares convertible. As a result, the Company recorded a derivative liability of $565,689, which represented the amount of shares convertible or committed in excess of the shares authorized at $.0005 per share, the closing market price at March 30, 2013, and as valued according to the Black-Scholes valuation model. On July 15, 2013, the Company effectuated a reverse stock split (1 -for- 1,350), which was applied retroactively. See Note 19. CHANGE IN CAPITAL STRUCTURE. Accordingly, this transaction resulted in significant shares authorized in excess of those committed, and the full derivative liability of $565,689 was reversed. | |||||||||||||||||||||||
-1 | The Company converted an accounts payable for legal services to a convertible debenture. At the option of the lender, the principal amount of the note plus any accrued interest may be converted in whole or in part into Common Stock at the conversion price per share of $.001 by written notice. The lender will be limited to maximum conversion of 4.99% of the outstanding Common Stock of the Company at any one time. The debenture and the shares referenced within the debenture may be assignable in whole or in part to a third party at any time during the term. The Company valued the beneficial conversion feature (BCF) of the convertible debenture at $20,635, the “ceiling” of its intrinsic value. The Company accreted the discount to the convertible debenture and recognize interest expense through its maturity. On the maturity date of the debenture, the lender sold and assigned the debenture to an unrelated third party for the face value of the debenture. See Note 17. COMMITMENT AND CONTINCIES regarding dismissal of lawsuit complaint filed by this party against the Company and the original lender. Because the original lender asserted default against this party, the original lender re-assigned the debenture to another party. See Ref. (12) for assignment of the debenture as well as accounting treatment of the assignment. | ||||||||||||||||||||||
-2 | The Company purchased exclusive rights for license of certain intellectual property from an unrelated party. The parties agreed to a royalty of 2.5% of net revenues generated from the sale, sub-license or use of the technology or a reasonable negotiated rate based on similar invention. The debenture is convertible to common shares of the Company at May 27, 2011, along with accrued interest at the option of the lender. Conversion price per share is 30% discount as determined from the weighted average of the preceding 12 trading days’ closing market price. The Company valued the BCF of the convertible debenture at $53,517, its intrinsic value. The Company accreted the discount to the convertible debenture and will recognize interest expense through repayment in full or conversion. Because there is no assurance of success and the invention is still in design and pre-prototype phase, the Company recorded the initial net value of the debenture, $71,483, as research and development expense in during the years ended 2010. Both parties have agreed to confidentiality regarding the invention during the pre-prototype stage. In addition, the Company has agreed to provide the licensor with design services, as well as assist in completing the prototype and initial production at the Company’s prevailing wholesale rate for comparable services. | ||||||||||||||||||||||
On February 10, 2012, the holder of this debenture entered into an agreement with a third party to sell/assign the $125,000 principal balance, plus accrued interest. The purchase will be in installments with transfer/assignment of the debenture upon payment, referred to as “Closings”. The First Closing was on or about February 15, 2012 for $7,500, with that amount assigned/transferred. The Second Closing, occurred 90 days after the first closing for $11,750 paid/assigned. All subsequent closing’s will be for $11,750 and occur in 30 day increments after the Second Closing. This will continue until the full principal balance of $125,000, plus accrued interest has been purchased/assigned. See Ref. (9) for discussion of new terms on the assigned portions of the debenture. | |||||||||||||||||||||||
-3 | The Company ratified a technology and license agreement with commitment for purchase of inventory related to an agreement signed in 2010, which set pricing for products if minimum quantity purchases were met. Since the Company did not purchase the minimum quantities, but desired to maintain the technology and licensing rights along with the pricing, it agreed to purchase the 2010 balance shortage in 2011, as well as the 2011 minimum quantities. The agreement required the Company issue a convertible debenture for $76,000, and $38,000 of restricted common stock. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $32,571. The Company accreted the discount to the convertible debenture and will recognize interest expense through paid in full or converted. The Company repaid $28,000 of this debenture in 2011. See Note 17. COMMITMENTS AND CONTINGENCIES for discussion of litigation involving the technology and license agreement. | ||||||||||||||||||||||
-4 | In 2011, the Company borrowed $42,500, $37,500, and $37,500, respectively, in exchange for three convertible debentures from a lender. The Company valued the related beneficial conversion features (BCF) at $42,500, 37,500 and 37,500, respectively. On February 7, 2012, the lender sold/assigned all rights and interest on the first debenture having net book value of $11,000 plus accrued interest of $3,328. On March 9, 2012, the lender sold/assigned all rights and interest on the second debenture having a net book value of $24,500, plus $1,448 of accrued interest. See reference (11) which discusses the terms and conditions surrounding the new debentures issued upon extinguishment of the two originals as well as accounting treatment of the transactions. During the third quarter of 2012, the lender converted to stock the third convertible debenture with $37,500 principal and $1,500 accrued interest outstanding in full satisfaction of the convertible debenture. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. | ||||||||||||||||||||||
On July 2, 2012, the Company borrowed $78,500 from this same lender in exchange for a convertible debenture maturing on April 5, 2013. Beginning 180 days after the date of the debenture, lender may convert the note to common shares at a 39% discount of the “Market Price” of the stock based on the average of the lowest three (3) closing bid prices on the date prior to the notice of conversion. In addition, if the Company grants a lower price for common stock purchase or conversion to anyone else during the term of this agreement, the lender’s conversion price will be adjusted downward to the same. The lender cannot convert an amount greater than 4.99% of the outstanding common stock at any one time. The Company may prepay the debenture at any time before maturity at graduated amounts depending on the date of prepayment ranging from 130% to 150% of the debenture balance plus accrued and unpaid interest. There is a $2,000 per day penalty for not timely delivering shares upon conversion notice. The Company is also required to maintain a reserve of shares sufficient to cover the lender’s conversion to common stock of the total amount of the debenture. The Company valued the BCF of the convertible debenture at $35,268. Accordingly, the $78,500 debenture was discounted by the amount of the BCF and accreted to the convertible debenture through its maturity, and interest was recognized until converted. During the years ended December 31, 2013, the lender converted $78,500 principal plus accrued interest on the convertible debenture in full satisfaction of the debt. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. | |||||||||||||||||||||||
On August 8, 2012, the Company borrowed $42,500 from this same lender in exchange for a convertible debenture maturing on May 10, 2013. Beginning 180 days after the date of the debenture, lender may convert the note to common shares at a 39% discount pursuant to the same terms and conditions discussed in preceding paragraph. The Company valued the BCF of the convertible debenture at $27,172. Accordingly, the $42,500 debenture was discounted by the amount of the BCF. The Company accreted the discount to the convertible debenture through its maturity and will recognize interest expense until paid in full or converted. During the year ended December 31, 2013, the lender converted $34,055 principal on the convertible debenture. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. | |||||||||||||||||||||||
On October 31, 2012, the Company borrowed $78,500 from this same lender in exchange for a convertible debenture maturing on August 2, 2013. Beginning 180 days after the date of the debenture, lender may convert the note to common shares at a 39% discount pursuant to the same terms and conditions discussed in two paragraphs preceding this one. The Company valued the BCF of the convertible debenture at $50,189. Accordingly, the $78,500 debenture was discounted by the amount of the BCF. The Company is accreting the discount to the convertible debenture through its maturity and will recognize interest expense until paid in full or converted. | |||||||||||||||||||||||
-5 | On March 9, 2011, the Company borrowed $50,000 in exchange for a convertible debenture. The lender could at any time convert any portion of the debenture to common shares at a 30% discount of the “Market Price” of the stock based on the average of the previous ten (10) days weighted average closing prices on the date prior to the notice of conversion. The Company could have prepaid the debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 50,000 and 100,000 warrants at $337.50 and $472.50 per share (after restatement for 1 for -1,350- reverse stock split) , respectively. As a result, the Company allocated fair market value (“FMV”) to both the BCF and to the warrants, or $34,472, which was recorded as a discount against the debenture. The Company accreted the discount to the convertible debenture through its maturity and recognized interest expense until both the debenture and accrued interest were converted to stock in full satisfaction of amounts due, in the first and second quarter of 2012, respectively. Before discount, the Company determined the FMV of the warrants as $7,500 using the Black-Scholes valuation model. | ||||||||||||||||||||||
-6 | On May 3, 2011, the Company borrowed $300,000 in exchange for a convertible debenture. The Debenture bears 10% interest per annum. The lender may at any time convert any portion of the debenture to common shares at a 30% discount of the “Market Price” of the stock based on the average of the previous ten (10) days weighted average closing prices on the date prior to the notice of conversion. The Company may prepay the debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 300,000 and 600,000 warrants at $337.50 and $472.50 per share (after restatement for 1 for -1,350- reverse stock split), respectively. As a result, the Company allocated fair market value (“FMV”) to both the BCF and to the warrants, or $206,832, which was recorded as a discount against the debenture. The Company accreted the discount to the convertible debenture through maturity and will recognize interest expense until paid in full or converted. Before discount, the Company determined the FMV of the warrants as $45,000 using the Black-Scholes valuation model. | ||||||||||||||||||||||
-7 | The Company borrowed $10,000 in exchange for a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $4,286. The Company accreted the discount to the convertible debenture and will recognize interest expense until paid in full or converted. | ||||||||||||||||||||||
-8 | The Company converted a note payable and related accrued interest of $39,724 into a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $17,025. Because the debenture was issued and matured in the third quarter of 2011, the full amount of the discount, $17,025 was accreted and recognized as interest expense during the period. | ||||||||||||||||||||||
On February 10, 2012, the lender sold/assigned all rights and interest on the debenture having a net book value of $39,724, plus $1,552 of accrued interest. See reference (11) which discusses the terms and conditions surrounding the new debenture issued upon extinguishment of the original as well as accounting treatment of the transaction. | |||||||||||||||||||||||
-9 | The Company entered a new debenture agreement upon sale/assignment of the original lender under the debenture as discussed in reference (2) above. Because the stated terms of the new debenture agreement were significantly different from the original debenture, including analysis of value of the beneficial conversion feature at the assignment/purchase date, the transaction was treated as extinguishment of the old debenture and recording of the new for accounting purposes. Because the debenture is being assigned/sold in installments, the Company is calculating and recognizing gain or loss on the extinguishment as it occurs. On February 10, 2012, the new holder (lender) purchased $7,500 of the original $125,000 principal balance, and based on this transaction, the Company recorded a $4,286 loss on extinguishment. On May 18, 2012, the lender purchased another $11,750, and the Company recorded a $6,714 loss on extinguishment related to this transaction. On July 17, 2012, the lender purchased another $11,750, and the Company recorded a $6,714 loss on extinguishment related to this transaction. On November 8, 2012, the lender purchased another $11,750, and the Company recorded a $6,714 loss on the extinguishment related to this transaction. | ||||||||||||||||||||||
The Company may prepay at any time in an amount equal to 150% of the principal and accrued interest. The conversion price under the debenture is $.37125 (adjusted for 1-for-1,350 reverse stock split), and the lender may convert at any time until the debenture plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 4.99% of the outstanding Common Stock of the Company at any one time. The debenture and the shares referenced within the debenture may be assignable in whole or in part to a third party at any time during the term. | |||||||||||||||||||||||
As of December 31, 2013, the lender had assigned $5,500 under the debenture to four separate parties, and $23,500 to another party. See reference (10) and (12), respectively, related to the assignments. | |||||||||||||||||||||||
-10 | This line is comprised of the assignment of $5,500 of the convertible debenture from reference (9) above with the same stated terms and conditions equally to four separate parties. Due to the smaller transaction amounts, these four debenture holders have been combined for presentation purposes. | ||||||||||||||||||||||
-11 | The Company entered into three new debenture agreements upon sale/assignment of the original lenders under the debentures as discussed in references (4) and (8) above. Because the stated terms of the new debenture agreement and principal amounts were significantly different from the original debenture, including analysis of value of the beneficial conversion feature at the assignment/purchase date, the transactions are treated as extinguishment of the old debentures and recorded as new for accounting purposes. As a result of these three transactions, the Company recognized a combined loss on extinguishment of $71,577. | ||||||||||||||||||||||
The new debentures were issued with the same following terms and conditions: The Company may prepay at any time in an amount equal to 150% of the principal and accrued interest. The conversion price under the debentures is $.37125 (adjusted for 1-for-1,350 reverse stock split), and the lender may convert at any time until the debenture plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 4.99% of the outstanding Common Stock of the Company at any one time. During the years ended December 31, 2013, the lender converted $3,211 of the debenture with original principal balance of $39,724 to stock. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. | |||||||||||||||||||||||
On January 18, 2013, the lender sold/assigned all rights and interest on one of its three debentures having net book value of $16,000 plus accrued interest of $1,512. On the same day, the lender sold/assigned all rights and interest on another of its three debentures having a net book value of $56,250, plus $4,825 of accrued interest. See reference (13) which discusses the terms and conditions surrounding the new debentures issued upon extinguishment of the two originals as well as accounting treatment of the transactions. The lender still held the third debenture with original principal balance of $39,724 with net book value of $2,743 at December 31, 2013. | |||||||||||||||||||||||
-12 | On April, 19, 2012, the original lender discussed in ref (1) above re-assigned the debenture to this party asserting default against the first assignee. The amount of assignment was the balance remaining per the original lender’s records, or $16,347. The Company recognized a $3,700 loss on this transaction. Terms of the assigned debenture are the same as the original debenture as stated in ref (1). During the year ended December 31, 2012, the new holder converted $16,347 of the debenture principal plus $162 of accrued interest in full satisfaction. | ||||||||||||||||||||||
During the years ended December 31, 2012, the lender accepted assignment of $23,500, of a convertible debenture from the lender discussed in (9) above. See reference (2) for terms surrounding the original convertible debenture. In addition, the Company converted $2,125 of the assignments to stock during the year ended December 31, 2013, plus $202 of accrued interest in full satisfaction of the amount due this lender under the assignments. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired the convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. | |||||||||||||||||||||||
-13 | On January 18, 2013, the Company entered into three new debenture agreements: one new lending and two upon sale/assignment of two debentures as discussed in reference (11). Because the stated terms of the new debenture agreements and principal amounts are significantly different from the original debentures that were sold/assigned, including analysis of value of the beneficial conversion feature at the assignment/purchase date, the sale/assignment transactions are treated as extinguishment of the old debentures and recorded as new for accounting purposes. As a result of the sale/assignment transactions, the Company recognized a combined loss on extinguishment of $93,826. Principal balances on these two new debentures was $30,500 and $95,000, respectively. The Company was also required to maintain a reserve of shares sufficient to cover the lender’s conversion to common stock of the total amount of the debentures. | ||||||||||||||||||||||
The Company borrowed $84,500, the third debenture referred to above with this lender. The interest rate on the debenture was 10% per annum, and the conversion price was 59% of the lowest closing bid price per share in the ten trading days prior to the conversion notice. Per terms of the debenture agreement, the lender was not to convert an amount that would cause it or any of its affiliates to beneficially own in excess of 4.99% of the Company. The Company could prepay the debenture within 90 days after the effective date at 140% multiplied by outstanding principal and accrued interest. The Company was also required to maintain a reserve of shares sufficient to cover the lender’s conversion to common stock of the total amount of the debenture. The Company valued the BCF of the convertible debenture at $58,720, its intrinsic value. Accordingly, the $84,500 debenture was discounted by the amount of the BCF. The Company accreted discount to the convertible debenture and interest expense through its settlement on August 12, 2013 as discussed below. Further, the debenture agreement provided for post-closing expenses, which the lender noted was $1,000 per conversion and approximately $700 in other fees per each debenture. The Company accrued these fees on each debenture and per conversion. | |||||||||||||||||||||||
The $95,000 and $30,500 debentures contained the same terms and conditions as the $84,500 debenture except there were no prepayment clause, and the conversion price was 44% of the lowest closing bid price per share in the ten trading days prior to the conversion notice. During the years ended December 31, 2013, the Company converted $30,500 plus $191 of accrued interest in full satisfaction of the $30,500 debenture, and $22,500 toward the $95,000 debenture. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. | |||||||||||||||||||||||
On August 12, 2013, the Company fully settled the two debentures outstanding with $157,446 principal and $8,794 accrued interest totaling $166,240 with this lender for $170,000. All pre-payment penalties were waived and the Company recognized the difference between the $166,240 and $170,000, or $3,760, as other expense for the year ended December 31, 2013. | |||||||||||||||||||||||
-14 | On April 8, 2013, the Company borrowed $20,000 in exchange for a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (40%) discount as determined from the lowest trading price for the 5 trading days prior to the conversion notice. The Company valued the BCF of the convertible debenture at $13,333 and is accreting the discount to the convertible debenture, and will recognize interest expense until paid in full or converted. | ||||||||||||||||||||||
Convertible debentures as of December 31, 2012, are as follows: | |||||||||||||||||||||||
Period End | |||||||||||||||||||||||
Origination | Origination | Period End | Period End | Debenture, | |||||||||||||||||||
Origination | Maturity | Interest | Principal | Discount | Principal | Discount | Net | ||||||||||||||||
Date | Date | Rate | Balance | Balance | Balance | Balance | Balance | Ref. | |||||||||||||||
10/4/10 | 4/4/11 | 5% | $ | 20,635 | $ | -20,635 | $ | - | $ | - | $ | - | -1 | ||||||||||
11/27/10 | 5/27/11 | 10% | 125,000 | -53,571 | 58,750 | - | 58,750 | -2 | |||||||||||||||
1/7/11 | 11/11/11 | 5% | 76,000 | -32,571 | 48,000 | - | 48,000 | -3 | |||||||||||||||
2/10/11 | 1/14/11 | 8% | 42,500 | -42,500 | - | - | - | -4 | |||||||||||||||
9/12/11 | 6/14/12 | 8% | 37,500 | -37,500 | - | - | - | -4 | |||||||||||||||
3/9/11 | 3/9/12 | 10% | 50,000 | -34,472 | - | - | - | -5 | |||||||||||||||
5/3/11 | 5/5/12 | 5% | 300,000 | -206,832 | 300,000 | - | 300,000 | -6 | |||||||||||||||
8/31/11 | 8/31/13 | 5% | 10,000 | -4,286 | 10,000 | -1,427 | 8,573 | -7 | |||||||||||||||
9/8/11 | 9/20/11 | 10% | 39,724 | -17,016 | - | - | - | -8 | |||||||||||||||
2/10, 5/18, 7/17, 11/8/2012 | 2/10, 5/18, 7/17, 11/8/2014 | 10% | 42,750 | - | - | - | - | -9 | |||||||||||||||
3/14/12 | 2/10/14 | 10% | 5,500 | - | 472 | - | 472 | -10 | |||||||||||||||
12/19/11 | 9/21/12 | 8% | 37,500 | -37,500 | - | - | - | -4 | |||||||||||||||
2/7/12 | 2/7/14 | 10% | 16,000 | - | 16,000 | - | 16,000 | -11 | |||||||||||||||
2/10/12 | 2/10/14 | 10% | 39,724 | - | 12,643 | - | 12,643 | -11 | |||||||||||||||
3/9/12 | 3/9/14 | 10% | 56,250 | - | 56,250 | - | 56,250 | -11 | |||||||||||||||
4/19, 8/17, 11/7/2012 | 4/4/2011, 2/10, 4/14/2014 | 5%, 10% | 39,847 | - | 2,125 | - | 2,125 | -12 | |||||||||||||||
7/2/12 | 4/5/13 | 8% | 78,500 | -35,268 | 78,500 | -11,754 | 66,746 | -4 | |||||||||||||||
8/8/12 | 5/2/13 | 8% | 42,500 | -27,172 | 42,500 | -12,856 | 29,644 | -4 | |||||||||||||||
10/31/12 | 8/2/13 | 8% | 78,500 | -50,189 | 78,500 | -39,036 | 39,464 | ||||||||||||||||
Totals | $ | 703,740 | $ | -65,073 | $ | 638,667 | |||||||||||||||||
Reference numbers in right hand column of table entitled Ref. refer to paragraphs above the table. | |||||||||||||||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | |||||||
The components of the provision for income tax expense are as follows for the years ended: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Current taxes | ||||||||
Federal | $ | -- | $ | -- | ||||
State | -- | -- | ||||||
Current taxes | -- | -- | ||||||
Change in deferred taxes | 85,065 | 331,211 | ||||||
Change in valuation allowance | -77,587 | -292,880 | ||||||
Provision for income tax expense | $ | 7,478 | $ | 38,231 | ||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | |||||||
The following is a summary of the significant components of the Company’s deferred tax assets and liabilities at December 31, 2013: | ||||||||
Deferred tax assets: | ||||||||
Equity based compensation | $ | 97,276 | ||||||
Allowance for doubtful accounts | 13,260 | |||||||
Depreciation and amortization timing differences | -- | |||||||
Net operating loss carryforward | 1,124,299 | |||||||
On-line training certificate reserve | 1,109 | |||||||
Total deferred tax assets | 1,235,944 | |||||||
Valuation allowance | -1,233,337 | |||||||
Deferred tax assets net of valuation allowance | 2,607 | |||||||
Less deferred tax assets – non-current, net of valuation allowance | 2,330 | |||||||
Deferred tax assets – current, net of valuation allowance | $ | 277 | ||||||
The following is a summary of the significant components of the Company’s deferred tax assets and liabilities at December 31, 2012: | ||||||||
Deferred tax assets: | ||||||||
Equity based compensation | $ | 236,145 | ||||||
Allowance for doubtful accounts | 12,240 | |||||||
Depreciation and amortization timing differences | -- | |||||||
Net operating loss carryforward | 1,071,409 | |||||||
On-line training certificate reserve | 1,215 | |||||||
Total deferred tax assets | 1,321,009 | |||||||
Valuation allowance | -1,310,924 | |||||||
Deferred tax assets net of valuation allowance | 10,085 | |||||||
Less deferred tax assets – non-current, net of valuation allowance | 9,781 | |||||||
Deferred tax assets – current, net of valuation allowance | $ | 304 | ||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | |||||||
The significant differences between the statutory tax rate and the effective tax rates for the Company for the three months ended are as follows: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Statutory tax rate | -- | % | -- | % | ||||
Increase (decrease) in rates resulting from: | ||||||||
Net operating loss carryforward or carryback | -7 | % | 28 | % | ||||
Equity based compensation and loss | 18 | % | -11 | % | ||||
Book/tax depreciation and amortization differences | -- | % | -- | % | ||||
Change in valuation allowance | -10 | % | -15 | % | ||||
Other | -- | % | -- | % | ||||
Effective tax rate | 1 | % | 2 | % | ||||
DESCRIPTION_OF_BUSINESS_AND_SU2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | |
Jul. 15, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Marketing and Advertising Expense | ' | $43,583 | $19,380 |
Percentage Of Minimum Deposit For Custom and Large Tank Fill Systems | ' | 50.00% | ' |
Percentage Of Restocking Fees | ' | 15.00% | ' |
Period End Principal Balance | ' | $526,910 | $703,740 |
Stockholders Equity, Reverse Stock Split | '1 -for- 1,350 | '1 -for- 1,350 | ' |
Minimum [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | '3 years | ' |
Maximum [Member] | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | '5 years | ' |
INVENTORY_Details
INVENTORY (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory [Line Items] | ' | ' |
Raw materials | $317,187 | $324,459 |
Work in process | 0 | 0 |
Finished goods | 418,739 | 279,408 |
Inventory | $735,926 | $603,867 |
PREPAID_EXPENSES_AND_OTHER_CUR1
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details Textual) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Prepaid Expense and Other Assets, Current [Line Items] | ' | ' |
Prepaid expenses and other current assets | $109,523 | $148,851 |
Prepaid Inventory | 94,990 | 108,823 |
Prepaid Insurance | 14,141 | 8,457 |
Prepaid Rent | ' | 3,240 |
Prepaid Legal And Accounting | ' | 5,000 |
Engineering Deposit | ' | 11,800 |
Employee Advances | ' | 10,031 |
Trade Show Deposit | ' | 1,500 |
Receivable From Board Of Directors | 5,917 | ' |
Other Assets, Current | $392 | ' |
FURNITURE_FIXTURES_AND_EQUIPME2
FURNITURE, FIXTURES, AND EQUIPMENT (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Furniture, fixtures, vehicles and equipment | $204,896 | $181,296 |
Less: accumulated depreciation and amortization | -128,631 | -109,015 |
Furniture, fixtures, and equipment, net | $76,265 | $72,281 |
OTHER_ASSETS_Details_Textual
OTHER ASSETS (Details Textual) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Other Assets [Line Items] | ' | ' |
Other Assets, Noncurrent | $27,635 | $31,635 |
Refundable Deposits Assets Noncurrent | 2,895 | 6,895 |
Pompano Dive Center Llc [Member] | ' | ' |
Other Assets [Line Items] | ' | ' |
Other Assets, Noncurrent | $24,740 | $24,740 |
CUSTOMER_CREDIT_CONCENTRATIONS1
CUSTOMER CREDIT CONCENTRATIONS (Details Textual) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Customer Credit Concentrations [Line Items] | ' | ' |
Concentration Risk, Percentage | 10.00% | 10.00% |
Sales Revenue, Goods, Net [Member] | Related Party [Member] | ' | ' |
Customer Credit Concentrations [Line Items] | ' | ' |
Concentration Risk, Percentage | 29.15% | 28.08% |
RELATED_PARTIES_TRANSACTIONS_D
RELATED PARTIES TRANSACTIONS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | ' | ' |
Promissory note payable to the Chief Executive Officer of the Company, unsecured, bearing interest at 7.5% per annum, due in monthly principal and interest payments of $7,050, maturing on August 1, 2013. | $49,702 | $168,384 |
Promissory note payable to the non-employee Board of Director, secured by up to $200,000 in and to all of the Companybs right, title and interest in its fixed assets, inventory, receivables, and all documents including its books, records, and files; bearing interest at 21.21% per annum, due in monthly principal and interest payments of $8,585, maturing on November 1, 2014. | 77,917 | ' |
Due to Employees, Current | 127,619 | ' |
Less amounts due within one year | 127,619 | 168,384 |
Long-term portion of notes payable - related parties | $0 | $0 |
RELATED_PARTIES_TRANSACTIONS_D1
RELATED PARTIES TRANSACTIONS (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transaction [Line Items] | ' | ' |
2014 | $127,619 | ' |
2015 | 0 | ' |
2016 | 0 | ' |
2017 | 0 | ' |
2018 | 0 | ' |
Thereafter | 0 | ' |
Due to Officers or Stockholders | $49,702 | $168,384 |
RELATED_PARTIES_TRANSACTIONS_D2
RELATED PARTIES TRANSACTIONS (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 02, 2012 |
Related Party Transaction [Line Items] | ' | ' | ' |
Year-end 2012 bonus payable to Chief Executive Officer | $67,000 | $67,000 | ' |
BOD fee payable to non-employee - related parties | 0 | 7,500 | 75,100 |
Due to Principals of Carleigh Rae Corp., net | 6,017 | 6,017 | ' |
Other liabilities - related parties | $73,017 | $80,517 | ' |
RELATED_PARTIES_TRANSACTIONS_D3
RELATED PARTIES TRANSACTIONS (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 2 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
Oct. 30, 2013 | Dec. 23, 2013 | Jun. 20, 2012 | Apr. 30, 2011 | Sep. 30, 2010 | Mar. 31, 2009 | Aug. 22, 2007 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 20, 2013 | Nov. 02, 2012 | 31-May-12 | Apr. 30, 2012 | Apr. 19, 2012 | Sep. 24, 2010 | Mar. 03, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 05, 2014 | Mar. 13, 2014 | Feb. 04, 2014 | Feb. 07, 2014 | Jan. 07, 2014 | Feb. 26, 2014 | Jan. 17, 2014 | Jan. 24, 2014 | Jan. 28, 2014 | Dec. 31, 2013 | Mar. 31, 2012 | Apr. 21, 2011 | Feb. 28, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 28, 2014 | Nov. 02, 2012 | Nov. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 13-May-13 | Apr. 30, 2011 | Dec. 31, 2013 | Oct. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Common Stock [Member] | Common Stock [Member] | Subsequent Event [Member] | Subsequent Event [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] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Brownies Southport Divers Inc + Brownie Palm Beach Divers + Brownies Yacht Toys | Brownies Southport Divers Inc + Brownie Palm Beach Divers + Brownies Yacht Toys | Brownies Southport Divers Inc [Member] | Brownies Southport Divers Inc [Member] | Brownie Palm Beach Divers [Member] | Brownie Palm Beach Divers [Member] | Brownies Yacht Toys [Member] | Brownies Yacht Toys [Member] | Pompano Dive Center [Member] | Pompano Dive Center [Member] | Mikkel Pitzner [Member] | Mikkel Pitzner [Member] | Related Party [Member] | 940 Associates Inc [Member] | 940 Associates Inc [Member] | Brownies Global Logistics LLC [Member] | Brownies Global Logistics LLC [Member] | Purdon [Member] | Purdon [Member] | Purdon [Member] | Purdon [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Director [Member] | Director [Member] | Director [Member] | Board of Directors Chairman [Member] | Promissory Note Payable Unsecured [Member] | Promissory Note Payable Unsecured [Member] | ||||||||||||||||||
Subsequent Event [Member] | Subsequent Event [Member] | Restricted Stock [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,815 | 402,610 | 387,530 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue, Net | ' | ' | ' | ' | ' | ' | ' | ' | $2,870,688 | $2,864,327 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $836,872 | $804,381 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable, Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,926 | 27,759 | 6,116 | 15,226 | 3,047 | 8,457 | 14,029 | 5,863 | ' | ' | ' | ' | ' | 70,823 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation Related Party | ' | ' | ' | ' | ' | ' | ' | ' | 27,500 | 37,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | ' | ' | ' | ' | ' |
Stock Issued During Period Value Convertible Debentures | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Purchases from Related Party | ' | ' | ' | ' | 25,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities, Noncurrent | ' | ' | ' | ' | 8,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Restrictions On Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | 50.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Compensation Expense | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization Of Prepaid Equity Based Compensation Expense | ' | ' | ' | ' | ' | ' | ' | ' | 137,494 | 500,004 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Compensation Equity | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 137,494 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of accrued payroll to stock | ' | ' | ' | ' | ' | ' | ' | ' | 54,000 | 99,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Declaration Of Bonus | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Expenses | ' | ' | ' | ' | ' | ' | ' | ' | 1,534,897 | 2,505,281 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,801 | ' | ' | ' | ' | ' | ' | ' |
Increase In Payment Of Salary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,144 | 16,667 | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Discount On Restricted Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Incentive Bonus Number Of Shares Reserved | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued Board Of Directors Fees Had Been Converted To Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
BOD fee payable to non-employee - related party | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 7,500 | ' | 75,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock granted for consulting, legal, and other professional services (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 73,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales Revenue, Goods, Net | ' | ' | ' | ' | ' | ' | ' | ' | 1,924,445 | 2,048,364 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,322 | 11,531 | ' | ' | ' | 4,340 | 0 | 80,613 | 0 | ' | ' | ' | ' | ' | ' | 1,097 | 50 | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 370,370 | ' | 196,000 | 196,226 | 195,918 | 196,591 | 196,486 | 195,918 | 196,364 | 195,455 | 195,455 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 370,371 | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | ' | ' | ' | ' | ' | 565,689 | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | 37 | ' | 980 | 1,040 | 960 | 865 | 727 | 960 | 648 | 645 | 645 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 7.50% | 7.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 5.00% |
Debt Instrument, Frequency of Periodic Payment | ' | ' | ' | ' | ' | ' | ' | ' | 'monthly | 'monthly | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | ' | ' | ' | 7,050 | 7,050 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,585 | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | 1-Aug-13 | 1-Aug-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10-Mar-15 | 10-Mar-15 |
Terms OF License Agreement | ' | ' | ' | ' | ' | ' | ' | ' | '$2.00 per licensed product sold, rates increasing 5% annually | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets Secured for Due to Officers Or Stockholders | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, Weighted Average Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | 21.21% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due To Officers Or Stockholders | ' | ' | ' | ' | ' | ' | ' | ' | 49,702 | 168,384 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,000 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,802,565 | ' | ' | ' | ' | 234 | 75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | $0.03 | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation, Total | 44,610 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled Compensation RelatedParty | ' | 2,500 | ' | ' | ' | ' | ' | ' | 27,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled Stock Payable To Board Of Directors | ' | ' | ' | ' | ' | ' | ' | ' | 5,917 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Paid In Capital, Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | 8,478,092 | 7,648,732 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 428,578 | ' | ' | ' | 27,500 | ' | ' | ' | ' |
Accrued Payroll For Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 54,000 | 99,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion Of Accrued Payroll Into Restricted Stock, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 959,870 | ' | 16,537 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,350 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Incentive Bonus Cash Awarded | ' | ' | ' | ' | ' | ' | ' | ' | ' | 67,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee-Related Liabilities, Current | ' | ' | ' | ' | ' | ' | ' | ' | 50,910 | 50,352 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 261,904 | 166,667 | ' | ' | ' | ' | ' | ' | ' |
Stock Incentive Bonus Value Of Shares Awarded | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $45,000 | $45,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ASSET_PURCHASE_Details_Textual
ASSET PURCHASE (Details Textual) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 26, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | |
Assets Purchase [Line Items] | ' | ' | ' |
Lease Expiration Date | ' | ' | 31-May-14 |
Prior Notice Period For Renewal Of Lease | ' | ' | '90 days |
Description of Lessor Leasing Arrangements, Operating Leases | ' | ' | 'Base rental increases annually by the greater of 5% or the annual consumer price index. |
Operating Leases, Rent Expense | ' | ' | $3,200 |
Asset Purchase Price Under Purchase Agreement | ' | 22,500 | 22,500 |
Stock Issued During Period, Value, Restricted Stock Award, Gross | ' | ' | 1,630 |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | ' | 59,400 |
Asset Purchase Price Amount Paid | ' | ' | 9,643 |
Asset Purchase Price Remaining Balance | ' | ' | 12,857 |
Deposit Write Off | ' | ' | $3,200 |
Stock Issued During Period Shares Purchase Of Asset | 1,630 | ' | ' |
ACCOUNTS_PAYABLE_AND_ACCRUED_L1
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Textual) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts Payable and Accrued Liabilities [Line Items] | ' | ' |
Accounts Payable and Accrued Liabilities | $534,558 | $508,715 |
Accounts Payable, Trade, Current | 245,672 | 205,915 |
Employee-related Liabilities, Current | 50,910 | 50,352 |
Accrued Payroll Taxes, Current | 42,093 | 96,811 |
Accrued Interest Current | 133,383 | 93,096 |
Other Accrued Liabilities, Current | ' | 41 |
Accrued Bonuses, Current | $62,500 | $62,500 |
OTHER_LIABILITIES_Details_Text
OTHER LIABILITIES (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Other Liabilities [Line Items] | ' | ' |
Payment for Management Fee | ' | $7,500 |
Other liabilities | 252,009 | 170,827 |
Short-term Bank Loans and Notes Payable | 12,858 | 37,000 |
Online Training Liability | 3,169 | 3,469 |
Foreclosure Liability | 235,000 | 110,000 |
Online Training Liability Historical Redemption Rate | 10.00% | ' |
Proceeds Towards Settlement Of Convertible Debentures | 200,000 | ' |
Short-term Debt | ' | 37,000 |
Payments for Purchase of Other Assets | ' | 12,858 |
Miscellaneous Liabilities | $626 | ' |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ' | ' |
Notes Payable | $15,305 | ' |
Less amounts due within one year | 12,540 | 12,152 |
Long-term portion of notes payable | 2,765 | 15,412 |
Promissory Note Payable Unsecured [Member] | ' | ' |
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ' | ' |
Notes Payable | ' | 27,564 |
Less amounts due within one year | ' | 12,152 |
Long-term portion of notes payable | ' | $15,412 |
NOTES_PAYABLE_Details_1
NOTES PAYABLE (Details 1) (USD $) | Dec. 31, 2013 |
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ' |
2014 | $12,540 |
2015 | 2,765 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
Thereafter | 0 |
Notes Payable | $15,305 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | 7.50% |
Maturity Date | 1-Aug-13 | 1-Aug-13 |
Debt Instrument, Periodic Payment | $7,050 | $7,050 |
Promissory Note Payable Unsecured [Member] | ' | ' |
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% |
Maturity Date | 10-Mar-15 | 10-Mar-15 |
Debt Instrument, Annual Principal Payment | $250 | $250 |
Debt Instrument, Payment Terms | 'due in weekly principal and interest payments of $250 | 'due in weekly principal and interest payments of $250 |
CONVERTIBLE_DEBENTURES_Details
CONVERTIBLE DEBENTURES (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 10, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 29, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debentures Maturity Date 4/4/2011 [Member] | Convertible Debentures Maturity Date 4/4/2011 [Member] | Convertible Debentures Maturity Date 5/27/2011 [Member] | Convertible Debentures Maturity Date 5/27/2011 [Member] | Convertible Debentures Maturity Date 5/27/2011 [Member] | Convertible Debentures Maturity Date 11/11/2011 [Member] | Convertible Debentures Maturity Date 11/11/2011 [Member] | Convertible Debentures Maturity Date 1/14/2011 [Member] | Convertible Debentures Maturity Date 1/14/2011 [Member] | Convertible Debentures Maturity Date 6/14/2012 [Member] | Convertible Debentures Maturity Date 6/14/2012 [Member] | Convertible Debentures Maturity Date 3/9/2012 [Member] | Convertible Debentures Maturity Date 3/9/2012 [Member] | Convertible Debentures Maturity Date 5/5/2012 [Member] | Convertible Debentures Maturity Date 5/5/2012 [Member] | Convertible Debentures Maturity Date 8/31/2013 [Member] | Convertible Debentures Maturity Date 8/31/2013 [Member] | Convertible Debentures Maturity Date 9/20/2011 [Member] | Convertible Debentures Maturity Date 9/20/2011 [Member] | Convertible Debentures Maturity Date 9/20/2011 [Member] | Convertible Debentures Maturity Date 2/10/2014 [Member] | Convertible Debentures Maturity Date 2/10/2014 [Member] | Convertible Debentures Maturity Date 5/18/2014 [Member] | Convertible Debentures Maturity Date 5/18/2014 [Member] | Convertible Debentures Maturity Date 2/10/2014 [Member] | Convertible Debentures Maturity Date 2/10/2014 [Member] | Convertible Debentures Maturity Date 9/21/2012 [Member] | Convertible Debentures Maturity Date 9/21/2012 [Member] | Convertible Debentures Maturity Date 9/21/2012 [Member] | Convertible Debentures Maturity Date 2/7/2014 [Member] | Convertible Debentures Maturity Date 2/7/2014 [Member] | Convertible Debentures Maturity Date 2/10/2014 One [Member] | Convertible Debentures Maturity Date 2/10/2014 One [Member] | Convertible Debentures Maturity Date 3/9/2014 [Member] | Convertible Debentures Maturity Date 3/9/2014 [Member] | Convertible Debentures Maturity Date 4/4/2011 [Member] | Convertible Debentures Maturity Date 4/4/2011 [Member] | Convertible Debentures Maturity Date 4/4/2011 [Member] | Convertible Debentures Maturity Date 4/4/2011 [Member] | Convertible Debentures Maturity Date 4/5/2013 [Member] | Convertible Debentures Maturity Date 4/5/2013 [Member] | Convertible Debentures Maturity Date 5/2/2013 [Member] | Convertible Debentures Maturity Date 5/2/2013 [Member] | Convertible Debentures Maturity Date 7/17/2014 [Member] | Convertible Debentures Maturity Date 7/17/2014 [Member] | Convertible Debentures Maturity Date 2/10/2014 Two [Member] | Convertible Debentures Maturity Date 2/10/2014 Two [Member] | Convertible Debentures Maturity Date 2/10/2014 Two [Member] | Convertible Debentures Maturity Date 2/10/2014 Two [Member] | Convertible Debentures Maturity Date 2/10/2014 Two [Member] | Convertible Debentures Maturity Date 2/10/2014 Two [Member] | Convertible Debentures Maturity Date 4/4/2011 One [Member] | Convertible Debentures Maturity Date 4/4/2011 One [Member] | Convertible Debentures Maturity Date 4/4/2011 One [Member] | Convertible Debentures Maturity Date 4/14/2014 [Member] | Convertible Debentures Maturity Date 4/14/2014 [Member] | Convertible Debentures Maturity Date 4/14/2014 [Member] | Convertible Debentures Maturity Date 4/14/2014 [Member] | Convertible Debentures Maturity Date 4/14/2014 [Member] | Convertible Debentures Maturity Date 4/14/2014 [Member] | Convertible Debentures Maturity Date 8/2/2013 [Member] | Convertible Debentures Maturity Date 8/2/2013 [Member] | Convertible Debentures Maturity Date 1/18/2014 One [Member] | Convertible Debentures Maturity Date 1/18/2014 Two [Member] | Convertible Debentures Maturity Date 1/18/2014 Three [Member] | Convertible Debentures Maturit Date 11/8/2014 [Memeber] | Convertible Debentures Maturit Date 11/8/2014 [Memeber] | Convertible Debentures Maurity Date 4/14/2013 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Origination Date | ' | ' | 4-Oct-10 | [1] | 4-Oct-10 | [1] | 27-Nov-10 | [2] | 27-Nov-10 | [2] | ' | 7-Jan-11 | [3] | 7-Jan-11 | [3] | 10-Feb-11 | [4] | 10-Feb-11 | [4] | 12-Sep-11 | [4] | 12-Sep-11 | [4] | 9-Mar-11 | [5] | 9-Mar-11 | [5] | 3-May-11 | [6] | 3-May-11 | [6] | 31-Aug-11 | [7] | 31-Aug-11 | [7] | 8-Sep-11 | [8] | 8-Sep-11 | [8] | ' | 10-Feb-12 | [9] | 10-Feb-12 | [9] | 18-May-12 | [9] | 18-May-12 | [9] | 14-Mar-12 | [10] | 14-Mar-12 | [10] | 19-Dec-11 | [4] | 19-Dec-11 | [4] | ' | 7-Feb-12 | [11] | 7-Feb-12 | [11] | 10-Feb-12 | [11] | 10-Feb-12 | [11] | 9-Mar-12 | [11] | 9-Mar-12 | [11] | 19-Apr-12 | [12] | 4-Oct-10 | [1] | ' | ' | 2-Jul-12 | [4] | 2-Jul-12 | [4] | 8-Aug-12 | [4] | 8-Aug-12 | [4] | 17-Jul-12 | [11] | 17-Jul-12 | [9] | 17-Aug-12 | [12] | 17-Aug-12 | [12] | ' | ' | ' | ' | 19-Apr-12 | [12] | ' | ' | 7-Nov-12 | [12] | 7-Nov-12 | [12] | ' | ' | ' | ' | 31-Oct-12 | [4] | 31-Oct-12 | 18-Jan-13 | [13] | 18-Jan-13 | [13] | 18-Jan-13 | [13] | 8-Nov-12 | [11] | 8-Nov-12 | [9] | 8-Apr-13 | [14] | ||||||||||||
Maturity Date | 1-Aug-13 | 1-Aug-13 | 4-Apr-11 | [1] | 4-Apr-11 | [1] | 27-May-11 | [2] | 27-May-11 | [2] | ' | 11-Nov-11 | [3] | 11-Nov-11 | [3] | 14-Jan-11 | [4] | 14-Jan-11 | [4] | 14-Jun-12 | [4] | 14-Jun-12 | [4] | 9-Mar-12 | [5] | 9-Mar-12 | [5] | 5-May-12 | [6] | 5-May-12 | [6] | 31-Aug-13 | [7] | 31-Aug-13 | [7] | 20-Sep-11 | [8] | 20-Sep-11 | [8] | ' | 10-Feb-14 | [9] | 10-Feb-14 | [9] | 18-May-14 | [9] | 18-May-14 | [9] | 10-Feb-14 | [10] | 10-Feb-14 | [10] | 21-Sep-12 | [4] | 21-Sep-12 | [4] | ' | 7-Feb-14 | [11] | 7-Feb-14 | [11] | 10-Feb-14 | [11] | 10-Feb-14 | [11] | 9-Mar-14 | [11] | 9-Mar-14 | [11] | 4-Apr-11 | [12] | 4-Apr-11 | [12] | ' | ' | 5-Apr-13 | [4] | 5-Apr-13 | [4] | 2-May-13 | [4] | 2-May-13 | [4] | 17-Jul-14 | [11] | 17-Jul-14 | [9] | 10-Feb-14 | [12] | 10-Feb-14 | [12] | ' | ' | ' | ' | ' | ' | ' | 14-Apr-14 | [12] | 14-Apr-14 | [12] | ' | ' | ' | ' | 2-Aug-13 | [4] | 2-Aug-13 | 18-Jan-14 | [13] | 18-Jan-14 | [13] | 18-Jan-14 | [13] | 8-Nov-14 | [11] | 8-Nov-14 | [9] | 14-Apr-13 | [14] | |||||||||||||
Interest Rate | ' | ' | 5.00% | [1] | 5.00% | [1] | 10.00% | [2] | 10.00% | [2] | ' | 5.00% | [3] | 5.00% | [3] | 8.00% | [4] | 8.00% | [4] | 8.00% | [4] | 8.00% | [4] | 10.00% | [5] | 10.00% | [5] | 5.00% | [6] | 5.00% | [6] | 5.00% | [7] | 5.00% | [7] | 10.00% | [8] | 10.00% | [8] | ' | 10.00% | [9] | 10.00% | [9] | 10.00% | [9] | 10.00% | [9] | 10.00% | [10] | 10.00% | [10] | 8.00% | [4] | 8.00% | [4] | ' | 10.00% | [11] | 10.00% | [11] | 10.00% | [11] | 10.00% | [11] | 10.00% | [11] | 10.00% | [11] | 5.00% | [1] | 5.00% | [1] | 5.00% | [12] | 10.00% | [12] | 8.00% | [4] | 8.00% | [4] | 8.00% | [4] | 8.00% | [4] | 10.00% | [9] | 10.00% | [9] | ' | ' | 5.00% | [12] | 5.00% | [12] | 10.00% | [12] | 10.00% | [12] | ' | 5.00% | [12] | 10.00% | [12] | ' | ' | 5.00% | [12] | 5.00% | [12] | 10.00% | [12] | 10.00% | [12] | 8.00% | [4] | 8.00% | 10.00% | [13] | 10.00% | [13] | 10.00% | [13] | 10.00% | [9] | 10.00% | [9] | 9.90% | [14] | |||||
Origination Principal Balance | ' | ' | $20,635 | [1] | $20,635 | [1] | $125,000 | [2] | $125,000 | [2] | $125,000 | $76,000 | [3] | $76,000 | [3] | $42,500 | [4] | $42,500 | [4] | $37,500 | [4] | $37,500 | [4] | $50,000 | [5] | $50,000 | [5] | $300,000 | [6] | $300,000 | [6] | $10,000 | [7] | $10,000 | [7] | $39,724 | [8] | $39,724 | [8] | $125,000 | $42,750 | [9] | $42,750 | [9] | $42,750 | [9] | $42,750 | [9] | $5,500 | [10] | $5,500 | [10] | $37,500 | [4] | $37,500 | [4] | $16,347 | $16,000 | [11] | $16,000 | [11] | $39,724 | [11] | $39,724 | [11] | $56,250 | [11] | $56,250 | [11] | $39,847 | [12] | $39,847 | [12] | ' | ' | $78,500 | [4] | $78,500 | [4] | $42,500 | [4] | $42,500 | [4] | $42,750 | [9] | $42,750 | [9] | $39,847 | [12] | $39,847 | [12] | ' | ' | ' | ' | ' | ' | ' | $39,847 | [12] | $39,847 | [12] | ' | ' | ' | ' | $78,500 | [4] | $78,500 | $84,500 | [13] | $30,500 | [13] | $95,000 | [13] | $42,750 | [9] | $42,750 | [9] | $20,000 | [14] | |||||||||||||
Origination Discount Balance | ' | ' | -20,635 | [1] | -20,635 | [1] | -53,571 | [2] | -53,571 | [2] | ' | -32,571 | [3] | -32,571 | [3] | -42,500 | [4] | -42,500 | [4] | -37,500 | [4] | -37,500 | [4] | -34,472 | [5] | -34,472 | [5] | -206,832 | [6] | -206,832 | [6] | -4,286 | [7] | -4,286 | [7] | -17,016 | [8] | -17,016 | [8] | ' | 0 | [9] | 0 | [9] | 0 | [9] | 0 | [9] | 0 | [10] | 0 | [10] | -37,500 | [4] | -37,500 | [4] | ' | 0 | [11] | 0 | [11] | 0 | [11] | 0 | [11] | 0 | [11] | 0 | [11] | 0 | [12] | 0 | [12] | ' | ' | -35,268 | [4] | -35,268 | [4] | -27,172 | [4] | -27,172 | [4] | 0 | [9] | 0 | [9] | 0 | [12] | 0 | [12] | ' | ' | ' | ' | ' | ' | ' | 0 | [12] | 0 | [12] | ' | ' | ' | ' | -50,189 | [4] | -50,189 | -58,720 | [13] | 0 | [13] | 0 | [13] | 0 | [9] | 0 | [9] | -13,333 | [14] | |||||||||||||
Period End Principal Balance | 526,910 | 703,740 | 0 | [1] | 0 | [1] | 58,750 | [2] | 58,750 | [2] | ' | 48,000 | [3] | 48,000 | [3] | 0 | [4] | 0 | [4] | 0 | [4] | 0 | [4] | 0 | [5] | 0 | [5] | 300,000 | [6] | 300,000 | [6] | 10,000 | [7] | 10,000 | [7] | 0 | [8] | 0 | [8] | ' | 0 | [9] | 0 | [9] | 0 | [9] | 0 | [9] | 472 | [10] | 472 | [10] | 0 | [4] | 0 | [4] | ' | 0 | [11] | 16,000 | [11] | 2,743 | [11] | 12,643 | [11] | 0 | [11] | 56,250 | [11] | 0 | [12] | 2,125 | [12] | ' | ' | 0 | [4] | 78,500 | [4] | 8,445 | [4] | 42,500 | [4] | 0 | [9] | 0 | [9] | 0 | [12] | 2,125 | [12] | ' | ' | ' | ' | ' | ' | ' | 0 | [12] | 2,125 | [12] | ' | ' | ' | ' | 78,500 | [4] | 78,500 | 0 | [13] | 0 | [13] | 0 | [13] | 0 | [9] | 0 | [9] | 20,000 | [14] | |||||||||||||
Period End Discount Balance | -3,334 | -65,073 | 0 | [1] | 0 | [1] | 0 | [2] | 0 | [2] | ' | 0 | [3] | 0 | [3] | 0 | [4] | 0 | [4] | 0 | [4] | 0 | [4] | 0 | [5] | 0 | [5] | 0 | [6] | 0 | [6] | 0 | [7] | -1,427 | [7] | 0 | [8] | 0 | [8] | ' | 0 | [9] | 0 | [9] | 0 | [9] | 0 | [9] | 0 | [10] | 0 | [10] | 0 | [4] | 0 | [4] | ' | 0 | [11] | 0 | [11] | 0 | [11] | 0 | [11] | 0 | [11] | 0 | [11] | 0 | [12] | 0 | [12] | ' | ' | 0 | [4] | -11,754 | [4] | 0 | [4] | -12,856 | [4] | 0 | [9] | 0 | [9] | 0 | [12] | 0 | [12] | ' | ' | ' | ' | ' | ' | ' | 0 | [12] | 0 | [12] | ' | ' | ' | ' | 0 | [4] | -39,036 | 0 | [13] | 0 | [13] | 0 | [13] | 0 | [9] | 0 | [9] | -3,334 | [14] | |||||||||||||
Period End Debenture, Net Balance | $523,576 | $638,667 | $0 | [1] | $0 | [1] | $58,750 | [2] | $58,750 | [2] | ' | $48,000 | [3] | $48,000 | [3] | $0 | [4] | $0 | [4] | $0 | [4] | $0 | [4] | $0 | [5] | $0 | [5] | $300,000 | [6] | $300,000 | [6] | $10,000 | [7] | $8,573 | [7] | $0 | [8] | $0 | [8] | ' | $0 | [9] | $0 | [9] | $0 | [9] | $0 | [9] | $472 | [10] | $472 | [10] | $0 | [4] | $0 | [4] | ' | $0 | [11] | $16,000 | [11] | $2,743 | [11] | $12,643 | [11] | $0 | [11] | $56,250 | [11] | $0 | [12] | $2,125 | [12] | ' | ' | $0 | [4] | $66,746 | [4] | $8,445 | [4] | $29,644 | [4] | $0 | [9] | $0 | [9] | $0 | [12] | $2,125 | [12] | ' | ' | ' | ' | ' | ' | ' | $0 | [12] | $2,125 | [12] | ' | ' | ' | ' | $78,500 | [4] | $39,464 | $0 | [13] | $0 | [13] | $0 | [13] | $0 | [9] | $0 | [9] | $16,666 | [14] | |||||||||||||
[1] | The Company converted an accounts payable for legal services to a convertible debenture. At the option of the lender, the principal amount of the note plus any accrued interest may be converted in whole or in part into Common Stock at the conversion price per share of $.001 by written notice. The lender will be limited to maximum conversion of 4.99% of the outstanding Common Stock of the Company at any one time. The debenture and the shares referenced within the debenture may be assignable in whole or in part to a third party at any time during the term. The Company valued the beneficial conversion feature (BCF) of the convertible debenture at $20,635, the bceilingb of its intrinsic value. The Company accreted the discount to the convertible debenture and recognize interest expense through its maturity. On the maturity date of the debenture, the lender sold and assigned the debenture to an unrelated third party for the face value of the debenture. See Note 17. COMMITMENT AND CONTINCIES regarding dismissal of lawsuit complaint filed by this party against the Company and the original lender. Because the original lender asserted default against this party, the original lender re-assigned the debenture to another party. See Ref. (12) for assignment of the debenture as well as accounting treatment of the assignment. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[2] | The Company purchased exclusive rights for license of certain intellectual property from an unrelated party. The parties agreed to a royalty of 2.5% of net revenues generated from the sale, sub-license or use of the technology or a reasonable negotiated rate based on similar invention. The debenture is convertible to common shares of the Company at May 27, 2011, along with accrued interest at the option of the lender. Conversion price per share is 30% discount as determined from the weighted average of the preceding 12 trading daysb closing market price. The Company valued the BCF of the convertible debenture at $53,517, its intrinsic value. The Company accreted the discount to the convertible debenture and will recognize interest expense through repayment in full or conversion. Because there is no assurance of success and the invention is still in design and pre-prototype phase, the Company recorded the initial net value of the debenture, $71,483, as research and development expense in during the years ended 2010. Both parties have agreed to confidentiality regarding the invention during the pre-prototype stage. In addition, the Company has agreed to provide the licensor with design services, as well as assist in completing the prototype and initial production at the Companybs prevailing wholesale rate for comparable services. On February 10, 2012, the holder of this debenture entered into an agreement with a third party to sell/assign the $125,000 principal balance, plus accrued interest. The purchase will be in installments with transfer/assignment of the debenture upon payment, referred to as bClosingsb. The First Closing was on or about February 15, 2012 for $7,500, with that amount assigned/transferred. The Second Closing, occurred 90 days after the first closing for $11,750 paid/assigned. All subsequent closingbs will be for $11,750 and occur in 30 day increments after the Second Closing. This will continue until the full principal balance of $125,000, plus accrued interest has been purchased/assigned. See Ref. (9) for discussion of new terms on the assigned portions of the debenture. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[3] | The Company ratified a technology and license agreement with commitment for purchase of inventory related to an agreement signed in 2010, which set pricing for products if minimum quantity purchases were met. Since the Company did not purchase the minimum quantities, but desired to maintain the technology and licensing rights along with the pricing, it agreed to purchase the 2010 balance shortage in 2011, as well as the 2011 minimum quantities. The agreement required the Company issue a convertible debenture for $76,000, and $38,000 of restricted common stock. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $32,571. The Company accreted the discount to the convertible debenture and will recognize interest expense through paid in full or converted. The Company repaid $28,000 of this debenture in 2011. See Note 17. COMMITMENTS AND CONTINGENCIES for discussion of litigation involving the technology and license agreement. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[4] | In 2011, the Company borrowed $42,500, $37,500, and $37,500, respectively, in exchange for three convertible debentures from a lender. The Company valued the related beneficial conversion features (BCF) at $42,500, 37,500 and 37,500, respectively. On February 7, 2012, the lender sold/assigned all rights and interest on the first debenture having net book value of $11,000 plus accrued interest of $3,328. On March 9, 2012, the lender sold/assigned all rights and interest on the second debenture having a net book value of $24,500, plus $1,448 of accrued interest. See reference (11) which discusses the terms and conditions surrounding the new debentures issued upon extinguishment of the two originals as well as accounting treatment of the transactions. During the third quarter of 2012, the lender converted to stock the third convertible debenture with $37,500 principal and $1,500 accrued interest outstanding in full satisfaction of the convertible debenture. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. On July 2, 2012, the Company borrowed $78,500 from this same lender in exchange for a convertible debenture maturing on April 5, 2013. Beginning 180 days after the date of the debenture, lender may convert the note to common shares at a 39% discount of the bMarket Priceb of the stock based on the average of the lowest three (3) closing bid prices on the date prior to the notice of conversion. In addition, if the Company grants a lower price for common stock purchase or conversion to anyone else during the term of this agreement, the lenderbs conversion price will be adjusted downward to the same. The lender cannot convert an amount greater than 4.99% of the outstanding common stock at any one time. The Company may prepay the debenture at any time before maturity at graduated amounts depending on the date of prepayment ranging from 130% to 150% of the debenture balance plus accrued and unpaid interest. There is a $2,000 per day penalty for not timely delivering shares upon conversion notice. The Company is also required to maintain a reserve of shares sufficient to cover the lenderbs conversion to common stock of the total amount of the debenture. The Company valued the BCF of the convertible debenture at $35,268. Accordingly, the $78,500 debenture was discounted by the amount of the BCF and accreted to the convertible debenture through its maturity, and interest was recognized until converted. During the years ended December 31, 2013, the lender converted $78,500 principal plus accrued interest on the convertible debenture in full satisfaction of the debt. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. On August 8, 2012, the Company borrowed $42,500 from this same lender in exchange for a convertible debenture maturing on May 10, 2013. Beginning 180 days after the date of the debenture, lender may convert the note to common shares at a 39% discount pursuant to the same terms and conditions discussed in preceding paragraph. The Company valued the BCF of the convertible debenture at $27,172. Accordingly, the $42,500 debenture was discounted by the amount of the BCF. The Company accreted the discount to the convertible debenture through its maturity and will recognize interest expense until paid in full or converted. During the year ended December 31, 2013, the lender converted $34,055 principal on the convertible debenture. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. On October 31, 2012, the Company borrowed $78,500 from this same lender in exchange for a convertible debenture maturing on August 2, 2013. Beginning 180 days after the date of the debenture, lender may convert the note to common shares at a 39% discount pursuant to the same terms and conditions discussed in two paragraphs preceding this one. The Company valued the BCF of the convertible debenture at $50,189. Accordingly, the $78,500 debenture was discounted by the amount of the BCF. The Company is accreting the discount to the convertible debenture through its maturity and will recognize interest expense until paid in full or converted. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[5] | On March 9, 2011, the Company borrowed $50,000 in exchange for a convertible debenture. The lender could at any time convert any portion of the debenture to common shares at a 30% discount of the bMarket Priceb of the stock based on the average of the previous ten (10) days weighted average closing prices on the date prior to the notice of conversion. The Company could have prepaid the debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 50,000 and 100,000 warrants at $337.50 and $472.50 per share (after restatement for 1 for -1,350- reverse stock split) , respectively. As a result, the Company allocated fair market value (bFMVb) to both the BCF and to the warrants, or $34,472, which was recorded as a discount against the debenture. The Company accreted the discount to the convertible debenture through its maturity and recognized interest expense until both the debenture and accrued interest were converted to stock in full satisfaction of amounts due, in the first and second quarter of 2012, respectively. Before discount, the Company determined the FMV of the warrants as $7,500 using the Black-Scholes valuation model. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[6] | On May 3, 2011, the Company borrowed $300,000 in exchange for a convertible debenture. The Debenture bears 10% interest per annum. The lender may at any time convert any portion of the debenture to common shares at a 30% discount of the bMarket Priceb of the stock based on the average of the previous ten (10) days weighted average closing prices on the date prior to the notice of conversion. The Company may prepay the debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 300,000 and 600,000 warrants at $337.50 and $472.50 per share (after restatement for 1 for -1,350- reverse stock split), respectively. As a result, the Company allocated fair market value (bFMVb) to both the BCF and to the warrants, or $206,832, which was recorded as a discount against the debenture. The Company accreted the discount to the convertible debenture through maturity and will recognize interest expense until paid in full or converted. Before discount, the Company determined the FMV of the warrants as $45,000 using the Black-Scholes valuation model. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[7] | The Company borrowed $10,000 in exchange for a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $4,286. The Company accreted the discount to the convertible debenture and will recognize interest expense until paid in full or converted. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[8] | The Company converted a note payable and related accrued interest of $39,724 into a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $17,025. Because the debenture was issued and matured in the third quarter of 2011, the full amount of the discount, $17,025 was accreted and recognized as interest expense during the period. On February 10, 2012, the lender sold/assigned all rights and interest on the debenture having a net book value of $39,724, plus $1,552 of accrued interest. See reference (11) which discusses the terms and conditions surrounding the new debenture issued upon extinguishment of the original as well as accounting treatment of the transaction. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[9] | The Company entered a new debenture agreement upon sale/assignment of the original lender under the debenture as discussed in reference (2) above. Because the stated terms of the new debenture agreement were significantly different from the original debenture, including analysis of value of the beneficial conversion feature at the assignment/purchase date, the transaction was treated as extinguishment of the old debenture and recording of the new for accounting purposes. Because the debenture is being assigned/sold in installments, the Company is calculating and recognizing gain or loss on the extinguishment as it occurs. On February 10, 2012, the new holder (lender) purchased $7,500 of the original $125,000 principal balance, and based on this transaction, the Company recorded a $4,286 loss on extinguishment. On May 18, 2012, the lender purchased another $11,750, and the Company recorded a $6,714 loss on extinguishment related to this transaction. On July 17, 2012, the lender purchased another $11,750, and the Company recorded a $6,714 loss on extinguishment related to this transaction. On November 8, 2012, the lender purchased another $11,750, and the Company recorded a $6,714 loss on the extinguishment related to this transaction. The Company may prepay at any time in an amount equal to 150% of the principal and accrued interest. The conversion price under the debenture is $.37125 (adjusted for 1-for-1,350 reverse stock split), and the lender may convert at any time until the debenture plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 4.99% of the outstanding Common Stock of the Company at any one time. The debenture and the shares referenced within the debenture may be assignable in whole or in part to a third party at any time during the term. As of December 31, 2013, the lender had assigned $5,500 under the debenture to four separate parties, and $23,500 to another party. See reference (10) and (12), respectively, related to the assignments. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[10] | This line is comprised of the assignment of $5,500 of the convertible debenture from reference (9) above with the same stated terms and conditions equally to four separate parties. Due to the smaller transaction amounts, these four debenture holders have been combined for presentation purposes. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[11] | The Company entered into three new debenture agreements upon sale/assignment of the original lenders under the debentures as discussed in references (4) and (8) above. Because the stated terms of the new debenture agreement and principal amounts were significantly different from the original debenture, including analysis of value of the beneficial conversion feature at the assignment/purchase date, the transactions are treated as extinguishment of the old debentures and recorded as new for accounting purposes. As a result of these three transactions, the Company recognized a combined loss on extinguishment of $71,577. The new debentures were issued with the same following terms and conditions: The Company may prepay at any time in an amount equal to 150% of the principal and accrued interest. The conversion price under the debentures is $.37125 (adjusted for 1-for-1,350 reverse stock split), and the lender may convert at any time until the debenture plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 4.99% of the outstanding Common Stock of the Company at any one time. During the years ended December 31, 2013, the lender converted $3,211 of the debenture with original principal balance of $39,724 to stock. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. On January 18, 2013, the lender sold/assigned all rights and interest on one of its three debentures having net book value of $16,000 plus accrued interest of $1,512. On the same day, the lender sold/assigned all rights and interest on another of its three debentures having a net book value of $56,250, plus $4,825 of accrued interest. See reference (13) which discusses the terms and conditions surrounding the new debentures issued upon extinguishment of the two originals as well as accounting treatment of the transactions. The lender still held the third debenture with original principal balance of $39,724 with net book value of $2,743 at December 31, 2013. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[12] | On April, 19, 2012, the original lender discussed in ref (1) above re-assigned the debenture to this party asserting default against the first assignee. The amount of assignment was the balance remaining per the original lenderbs records, or $16,347. The Company recognized a $3,700 loss on this transaction. Terms of the assigned debenture are the same as the original debenture as stated in ref (1). During the year ended December 31, 2012, the new holder converted $16,347 of the debenture principal plus $162 of accrued interest in full satisfaction. During the years ended December 31, 2012, the lender accepted assignment of $23,500, of a convertible debenture from the lender discussed in (9) above. See reference (2) for terms surrounding the original convertible debenture. In addition, the Company converted $2,125 of the assignments to stock during the year ended December 31, 2013, plus $202 of accrued interest in full satisfaction of the amount due this lender under the assignments. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired the convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[13] | On January 18, 2013, the Company entered into three new debenture agreements: one new lending and two upon sale/assignment of two debentures as discussed in reference (11). Because the stated terms of the new debenture agreements and principal amounts are significantly different from the original debentures that were sold/assigned, including analysis of value of the beneficial conversion feature at the assignment/purchase date, the sale/assignment transactions are treated as extinguishment of the old debentures and recorded as new for accounting purposes. As a result of the sale/assignment transactions, the Company recognized a combined loss on extinguishment of $93,826. Principal balances on these two new debentures was $30,500 and $95,000, respectively. The Company was also required to maintain a reserve of shares sufficient to cover the lenderbs conversion to common stock of the total amount of the debentures. The Company borrowed $84,500, the third debenture referred to above with this lender. The interest rate on the debenture was 10% per annum, and the conversion price was 59% of the lowest closing bid price per share in the ten trading days prior to the conversion notice. Per terms of the debenture agreement, the lender was not to convert an amount that would cause it or any of its affiliates to beneficially own in excess of 4.99% of the Company. The Company could prepay the debenture within 90 days after the effective date at 140% multiplied by outstanding principal and accrued interest. The Company was also required to maintain a reserve of shares sufficient to cover the lenderbs conversion to common stock of the total amount of the debenture. The Company valued the BCF of the convertible debenture at $58,720, its intrinsic value. Accordingly, the $84,500 debenture was discounted by the amount of the BCF. The Company accreted discount to the convertible debenture and interest expense through its settlement on August 12, 2013 as discussed below. Further, the debenture agreement provided for post-closing expenses, which the lender noted was $1,000 per conversion and approximately $700 in other fees per each debenture. The Company accrued these fees on each debenture and per conversion. The $95,000 and $30,500 debentures contained the same terms and conditions as the $84,500 debenture except there were no prepayment clause, and the conversion price was 44% of the lowest closing bid price per share in the ten trading days prior to the conversion notice. During the years ended December 31, 2013, the Company converted $30,500 plus $191 of accrued interest in full satisfaction of the $30,500 debenture, and $22,500 toward the $95,000 debenture. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. On August 12, 2013, the Company fully settled the two debentures outstanding with $157,446 principal and $8,794 accrued interest totaling $166,240 with this lender for $170,000. All pre-payment penalties were waived and the Company recognized the difference between the $166,240 and $170,000, or $3,760, as other expense for the year ended December 31, 2013. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[14] | On April 8, 2013, the Company borrowed $20,000 in exchange for a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (40%) discount as determined from the lowest trading price for the 5 trading days prior to the conversion notice. The Company valued the BCF of the convertible debenture at $13,333 and is accreting the discount to the convertible debenture, and will recognize interest expense until paid in full or converted. |
CONVERTIBLE_DEBENTURES_Details1
CONVERTIBLE DEBENTURES (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jul. 15, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 30, 2013 | Feb. 22, 2012 | Dec. 31, 2013 | Mar. 05, 2014 | Mar. 13, 2014 | Feb. 04, 2014 | Feb. 07, 2014 | Jan. 07, 2014 | Feb. 26, 2014 | Jan. 17, 2014 | Jan. 24, 2014 | Jan. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 29, 2012 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2012 | Feb. 10, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Mar. 09, 2012 | Oct. 31, 2012 | Aug. 31, 2012 | Jul. 31, 2012 | Feb. 29, 2012 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Mar. 09, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 09, 2011 | Mar. 09, 2011 | 3-May-11 | Dec. 31, 2013 | Dec. 31, 2012 | 3-May-11 | 3-May-11 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 29, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Jul. 31, 2012 | 31-May-12 | Feb. 29, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 18, 2013 | Jan. 18, 2013 | Jan. 18, 2013 | Apr. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 12, 2013 | Jan. 18, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 18, 2013 | Dec. 31, 2013 | Jan. 18, 2013 | Dec. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2013 | Apr. 08, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||
Convertible Debt One [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Convertible Debenture One [Member] | Convertible Debenture One [Member] | Convertible Debenture Two [Member] | Convertible Debenture Two [Member] | Convertible Debenture Two [Member] | Convertible Debenture Two [Member] | Convertible Debenture Two [Member] | Convertible Debenture Three [Member] | Convertible Debenture Three [Member] | Convertible Debenture Three [Member] | Convertible Debenture Four [Member] | Convertible Debenture Four [Member] | Convertible Debenture Four [Member] | Convertible Debenture Four [Member] | Convertible Debenture Four [Member] | Convertible Debenture Four [Member] | Convertible Debenture Four [Member] | Convertible Debenture Four [Member] | Convertible Debenture Four [Member] | Convertible Debenture Four [Member] | Convertible Debenture Four [Member] | Convertible Debenture Five [Member] | Convertible Debenture Five [Member] | Convertible Debenture Five [Member] | Convertible Debenture Five [Member] | Convertible Debenture Five [Member] | Convertible Debenture Six [Member] | Convertible Debenture Six [Member] | Convertible Debenture Six [Member] | Convertible Debenture Six [Member] | Convertible Debenture Six [Member] | Convertible Debenture Seven [Member] | Convertible Debenture Seven [Member] | Convertible Debenture Eight [Member] | Convertible Debenture Eight [Member] | Convertible Debenture Eight [Member] | Convertible Debenture Nine [Member] | Convertible Debenture Nine [Member] | Convertible Debenture Nine [Member] | Convertible Debenture Nine [Member] | Convertible Debenture Nine [Member] | Convertible Debenture Nine [Member] | Convertible Debenture Nine [Member] | Convertible Debenture Ten [Member] | Convertible Debenture Ten [Member] | Convertible Debenture Eleven [Member] | Convertible Debenture Eleven [Member] | Convertible Debenture Eleven [Member] | Convertible Debenture Eleven [Member] | Convertible Debenture Eleven [Member] | Convertible Debenture Twelve [Member] | Convertible Debenture Twelve [Member] | Convertible Debenture Twelve [Member] | Convertible Debenture Thirteen [Member] | Convertible Debenture Thirteen [Member] | Convertible Debenture Thirteen [Member] | Convertible Debenture Thirteen [Member] | Convertible Debenture Thirteen [Member] | Convertible Debenture Thirteen [Member] | Convertible Debenture Thirteen [Member] | Convertible Debenture Thirteen [Member] | Convertible Debenture Thirteen [Member] | Convertible Debenture Fourteen [Member] | Convertible Debenture Fourteen [Member] | Convertible Debenture Fourteen [Member] | Convertible Debenture Fourteen [Member] | |||||||||||||||||||||||||||||||||||
Convertible Debt One [Member] | Convertible Debt Two [Member] | Convertible Debt Three [Member] | Warrant One [Member] | Warrant Two [Member] | Warrant One [Member] | Warrant Two [Member] | Related Party One [Member] | Convertible Debt One [Member] | Convertible Debt Two [Member] | Convertible Debt Three [Member] | Convertible Debt One [Member] | Convertible Debt One [Member] | Convertible Debt Two [Member] | Convertible Debt Two [Member] | Convertible Debt Three [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.37 | ' | ' | ' | ' | $0.37 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Conversion of note payable - current portion and related accrued interest to convertible debenture (excluding interest of $17,025) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20,635 | ' | ' | $53,517 | ' | ' | ' | $32,571 | ' | ' | ' | ' | $27,172 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $39,724 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $58,720 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Percentage Of Royalty On Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Percentage Of Discount On Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | 30.00% | ' | ' | ' | 39.00% | 39.00% | 39.00% | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | 30.00% | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59.00% | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ||||||||||||||||||||||||||||
Research and development costs | ' | ' | 75,760 | 47,797 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71,483 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Long-term Debt, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' | 24,500 | 78,500 | 42,500 | ' | 11,000 | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | 39,724 | ' | ' | 11,750 | 11,750 | 11,750 | 7,500 | 5,500 | ' | 23,500 | 5,500 | ' | ' | ' | 16,000 | 56,250 | 39,724 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 84,500 | ' | ' | 20,000 | ' | ||||||||||||||||||||||||||||
Debt Instrument Transfer Or Assignment In Second Closing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Debt Instrument Transfer Or Assignment In Subsequent Closing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Convertible Debenture Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 76,000 | ' | ' | ' | 50,189 | ' | ' | ' | 37,500 | ' | 35,268 | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | 4,286 | ' | ' | 17,025 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,211 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95,000 | ' | 30,500 | ' | ' | ' | ' | 13,333 | ' | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | ' | ' | 1,630 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Repayments of Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Percentage Of Prepayment Of Debenture Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Percentage Of Prepayment Of Debenture Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Penalty For Not Timely Delivering Shares Upon Conversion Notice | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Debt Instrument Accrued Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,448 | ' | ' | ' | 3,328 | 1,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,552 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,512 | 4,825 | 2,743 | ' | 202 | 162 | 8,794 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 100,000 | ' | ' | ' | 300,000 | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $337.50 | $472.50 | ' | ' | ' | $337.50 | $472.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Debenture Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78,500 | 42,500 | ' | ' | ' | ' | 78,500 | ' | ' | ' | 34,472 | ' | ' | ' | ' | 206,832 | ' | ' | ' | ' | ' | ' | ' | 17,025 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Fair Market Value Of Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500 | ' | ' | ' | ' | 45,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Maximum Conversion Percentage For Debenture At Any One Time | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.99% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.99% | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.99% | ' | ' | ' | ' | 4.99% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.99% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Extinguishment of Debt, Gain (Loss), Net of Tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,714 | 6,714 | 6,714 | 4,286 | ' | ' | ' | ' | ' | 71,577 | ' | ' | ' | ' | 3,700 | ' | ' | ' | 93,826 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Percentage Of Prepayment Of Debenture | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | ' | ' | ' | ' | 150.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Origination Principal Balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,635 | [1] | 20,635 | [1] | ' | 125,000 | [2] | ' | 125,000 | [2] | 125,000 | 76,000 | [3] | ' | 76,000 | [3] | ' | ' | ' | ' | ' | ' | 42,500 | [4] | 42,500 | [4] | ' | ' | ' | ' | 37,500 | [4] | 37,500 | [4] | ' | ' | ' | 50,000 | [5] | 50,000 | [5] | ' | ' | 300,000 | [6] | 300,000 | [6] | ' | 10,000 | [7] | 10,000 | [7] | ' | ' | ' | 125,000 | 39,724 | [8] | 39,724 | [8] | ' | 42,750 | [9] | 42,750 | [9] | 5,500 | [10] | 5,500 | [10] | ' | ' | ' | 16,347 | 37,500 | [4] | 37,500 | [4] | ' | ' | 16,000 | [11] | 16,000 | [11] | ' | 30,500 | ' | 95,000 | ' | ' | 39,724 | [11] | ' | 39,724 | [11] |
Debt Conversion, Converted Instrument, Amount | ' | 565,689 | 50,000 | ' | ' | ' | ' | 980 | 1,040 | 960 | 865 | 727 | 960 | 648 | 645 | 645 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78,500 | ' | ' | 78,500 | ' | 42,500 | 37,500 | 37,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,500 | ' | ' | ' | ' | 30,500 | ' | 22,500 | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Interest Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,125 | ' | ' | ' | 191 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Debt Conversion Converted Instrument Issuance Date Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'within 90 days after the effective date at 140% multiplied by outstanding principal and accrued interest. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Debt Conversion Post Closing Expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Debt Conversion Other Expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Share Price | ' | $0.00 | ' | ' | $0.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Common stock, shares authorized | ' | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | ' | 5,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Reduced Share Price | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Stockholders Equity, Reverse Stock Split | '1 -for- 1,350 | ' | '1 -for- 1,350 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 for -1,350 | ' | ' | ' | ' | '1 for -1,350 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1-for-1,350 | ' | ' | ' | ' | '1-for-1,350 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Debt Instrument Principle Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34,055 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 157,446 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Debt Instrument Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 166,240 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Debt Instrument Outstanding Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 170,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Other Expenses, Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,760 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
Debt Instrument Accrued Interest Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||||||
[1] | The Company converted an accounts payable for legal services to a convertible debenture. At the option of the lender, the principal amount of the note plus any accrued interest may be converted in whole or in part into Common Stock at the conversion price per share of $.001 by written notice. The lender will be limited to maximum conversion of 4.99% of the outstanding Common Stock of the Company at any one time. The debenture and the shares referenced within the debenture may be assignable in whole or in part to a third party at any time during the term. The Company valued the beneficial conversion feature (BCF) of the convertible debenture at $20,635, the bceilingb of its intrinsic value. The Company accreted the discount to the convertible debenture and recognize interest expense through its maturity. On the maturity date of the debenture, the lender sold and assigned the debenture to an unrelated third party for the face value of the debenture. See Note 17. COMMITMENT AND CONTINCIES regarding dismissal of lawsuit complaint filed by this party against the Company and the original lender. Because the original lender asserted default against this party, the original lender re-assigned the debenture to another party. See Ref. (12) for assignment of the debenture as well as accounting treatment of the assignment. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[2] | The Company purchased exclusive rights for license of certain intellectual property from an unrelated party. The parties agreed to a royalty of 2.5% of net revenues generated from the sale, sub-license or use of the technology or a reasonable negotiated rate based on similar invention. The debenture is convertible to common shares of the Company at May 27, 2011, along with accrued interest at the option of the lender. Conversion price per share is 30% discount as determined from the weighted average of the preceding 12 trading daysb closing market price. The Company valued the BCF of the convertible debenture at $53,517, its intrinsic value. The Company accreted the discount to the convertible debenture and will recognize interest expense through repayment in full or conversion. Because there is no assurance of success and the invention is still in design and pre-prototype phase, the Company recorded the initial net value of the debenture, $71,483, as research and development expense in during the years ended 2010. Both parties have agreed to confidentiality regarding the invention during the pre-prototype stage. In addition, the Company has agreed to provide the licensor with design services, as well as assist in completing the prototype and initial production at the Companybs prevailing wholesale rate for comparable services. On February 10, 2012, the holder of this debenture entered into an agreement with a third party to sell/assign the $125,000 principal balance, plus accrued interest. The purchase will be in installments with transfer/assignment of the debenture upon payment, referred to as bClosingsb. The First Closing was on or about February 15, 2012 for $7,500, with that amount assigned/transferred. The Second Closing, occurred 90 days after the first closing for $11,750 paid/assigned. All subsequent closingbs will be for $11,750 and occur in 30 day increments after the Second Closing. This will continue until the full principal balance of $125,000, plus accrued interest has been purchased/assigned. See Ref. (9) for discussion of new terms on the assigned portions of the debenture. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[3] | The Company ratified a technology and license agreement with commitment for purchase of inventory related to an agreement signed in 2010, which set pricing for products if minimum quantity purchases were met. Since the Company did not purchase the minimum quantities, but desired to maintain the technology and licensing rights along with the pricing, it agreed to purchase the 2010 balance shortage in 2011, as well as the 2011 minimum quantities. The agreement required the Company issue a convertible debenture for $76,000, and $38,000 of restricted common stock. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $32,571. The Company accreted the discount to the convertible debenture and will recognize interest expense through paid in full or converted. The Company repaid $28,000 of this debenture in 2011. See Note 17. COMMITMENTS AND CONTINGENCIES for discussion of litigation involving the technology and license agreement. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[4] | In 2011, the Company borrowed $42,500, $37,500, and $37,500, respectively, in exchange for three convertible debentures from a lender. The Company valued the related beneficial conversion features (BCF) at $42,500, 37,500 and 37,500, respectively. On February 7, 2012, the lender sold/assigned all rights and interest on the first debenture having net book value of $11,000 plus accrued interest of $3,328. On March 9, 2012, the lender sold/assigned all rights and interest on the second debenture having a net book value of $24,500, plus $1,448 of accrued interest. See reference (11) which discusses the terms and conditions surrounding the new debentures issued upon extinguishment of the two originals as well as accounting treatment of the transactions. During the third quarter of 2012, the lender converted to stock the third convertible debenture with $37,500 principal and $1,500 accrued interest outstanding in full satisfaction of the convertible debenture. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. On July 2, 2012, the Company borrowed $78,500 from this same lender in exchange for a convertible debenture maturing on April 5, 2013. Beginning 180 days after the date of the debenture, lender may convert the note to common shares at a 39% discount of the bMarket Priceb of the stock based on the average of the lowest three (3) closing bid prices on the date prior to the notice of conversion. In addition, if the Company grants a lower price for common stock purchase or conversion to anyone else during the term of this agreement, the lenderbs conversion price will be adjusted downward to the same. The lender cannot convert an amount greater than 4.99% of the outstanding common stock at any one time. The Company may prepay the debenture at any time before maturity at graduated amounts depending on the date of prepayment ranging from 130% to 150% of the debenture balance plus accrued and unpaid interest. There is a $2,000 per day penalty for not timely delivering shares upon conversion notice. The Company is also required to maintain a reserve of shares sufficient to cover the lenderbs conversion to common stock of the total amount of the debenture. The Company valued the BCF of the convertible debenture at $35,268. Accordingly, the $78,500 debenture was discounted by the amount of the BCF and accreted to the convertible debenture through its maturity, and interest was recognized until converted. During the years ended December 31, 2013, the lender converted $78,500 principal plus accrued interest on the convertible debenture in full satisfaction of the debt. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. On August 8, 2012, the Company borrowed $42,500 from this same lender in exchange for a convertible debenture maturing on May 10, 2013. Beginning 180 days after the date of the debenture, lender may convert the note to common shares at a 39% discount pursuant to the same terms and conditions discussed in preceding paragraph. The Company valued the BCF of the convertible debenture at $27,172. Accordingly, the $42,500 debenture was discounted by the amount of the BCF. The Company accreted the discount to the convertible debenture through its maturity and will recognize interest expense until paid in full or converted. During the year ended December 31, 2013, the lender converted $34,055 principal on the convertible debenture. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. On October 31, 2012, the Company borrowed $78,500 from this same lender in exchange for a convertible debenture maturing on August 2, 2013. Beginning 180 days after the date of the debenture, lender may convert the note to common shares at a 39% discount pursuant to the same terms and conditions discussed in two paragraphs preceding this one. The Company valued the BCF of the convertible debenture at $50,189. Accordingly, the $78,500 debenture was discounted by the amount of the BCF. The Company is accreting the discount to the convertible debenture through its maturity and will recognize interest expense until paid in full or converted. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[5] | On March 9, 2011, the Company borrowed $50,000 in exchange for a convertible debenture. The lender could at any time convert any portion of the debenture to common shares at a 30% discount of the bMarket Priceb of the stock based on the average of the previous ten (10) days weighted average closing prices on the date prior to the notice of conversion. The Company could have prepaid the debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 50,000 and 100,000 warrants at $337.50 and $472.50 per share (after restatement for 1 for -1,350- reverse stock split) , respectively. As a result, the Company allocated fair market value (bFMVb) to both the BCF and to the warrants, or $34,472, which was recorded as a discount against the debenture. The Company accreted the discount to the convertible debenture through its maturity and recognized interest expense until both the debenture and accrued interest were converted to stock in full satisfaction of amounts due, in the first and second quarter of 2012, respectively. Before discount, the Company determined the FMV of the warrants as $7,500 using the Black-Scholes valuation model. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[6] | On May 3, 2011, the Company borrowed $300,000 in exchange for a convertible debenture. The Debenture bears 10% interest per annum. The lender may at any time convert any portion of the debenture to common shares at a 30% discount of the bMarket Priceb of the stock based on the average of the previous ten (10) days weighted average closing prices on the date prior to the notice of conversion. The Company may prepay the debenture plus accrued interest at any time before maturity. In addition, as further inducement for loaning the Company the funds, the Company granted the lender 300,000 and 600,000 warrants at $337.50 and $472.50 per share (after restatement for 1 for -1,350- reverse stock split), respectively. As a result, the Company allocated fair market value (bFMVb) to both the BCF and to the warrants, or $206,832, which was recorded as a discount against the debenture. The Company accreted the discount to the convertible debenture through maturity and will recognize interest expense until paid in full or converted. Before discount, the Company determined the FMV of the warrants as $45,000 using the Black-Scholes valuation model. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[7] | The Company borrowed $10,000 in exchange for a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $4,286. The Company accreted the discount to the convertible debenture and will recognize interest expense until paid in full or converted. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[8] | The Company converted a note payable and related accrued interest of $39,724 into a convertible debenture. The lender at their option may convert all or part of the note plus accrued interest into common stock at a price of thirty percent (30%) discount as determined from the average four (4) highest closing bid prices over the preceding five (5) trading days. The Company valued the BCF of the convertible debenture at $17,025. Because the debenture was issued and matured in the third quarter of 2011, the full amount of the discount, $17,025 was accreted and recognized as interest expense during the period. On February 10, 2012, the lender sold/assigned all rights and interest on the debenture having a net book value of $39,724, plus $1,552 of accrued interest. See reference (11) which discusses the terms and conditions surrounding the new debenture issued upon extinguishment of the original as well as accounting treatment of the transaction. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[9] | The Company entered a new debenture agreement upon sale/assignment of the original lender under the debenture as discussed in reference (2) above. Because the stated terms of the new debenture agreement were significantly different from the original debenture, including analysis of value of the beneficial conversion feature at the assignment/purchase date, the transaction was treated as extinguishment of the old debenture and recording of the new for accounting purposes. Because the debenture is being assigned/sold in installments, the Company is calculating and recognizing gain or loss on the extinguishment as it occurs. On February 10, 2012, the new holder (lender) purchased $7,500 of the original $125,000 principal balance, and based on this transaction, the Company recorded a $4,286 loss on extinguishment. On May 18, 2012, the lender purchased another $11,750, and the Company recorded a $6,714 loss on extinguishment related to this transaction. On July 17, 2012, the lender purchased another $11,750, and the Company recorded a $6,714 loss on extinguishment related to this transaction. On November 8, 2012, the lender purchased another $11,750, and the Company recorded a $6,714 loss on the extinguishment related to this transaction. The Company may prepay at any time in an amount equal to 150% of the principal and accrued interest. The conversion price under the debenture is $.37125 (adjusted for 1-for-1,350 reverse stock split), and the lender may convert at any time until the debenture plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 4.99% of the outstanding Common Stock of the Company at any one time. The debenture and the shares referenced within the debenture may be assignable in whole or in part to a third party at any time during the term. As of December 31, 2013, the lender had assigned $5,500 under the debenture to four separate parties, and $23,500 to another party. See reference (10) and (12), respectively, related to the assignments. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[10] | This line is comprised of the assignment of $5,500 of the convertible debenture from reference (9) above with the same stated terms and conditions equally to four separate parties. Due to the smaller transaction amounts, these four debenture holders have been combined for presentation purposes. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[11] | The Company entered into three new debenture agreements upon sale/assignment of the original lenders under the debentures as discussed in references (4) and (8) above. Because the stated terms of the new debenture agreement and principal amounts were significantly different from the original debenture, including analysis of value of the beneficial conversion feature at the assignment/purchase date, the transactions are treated as extinguishment of the old debentures and recorded as new for accounting purposes. As a result of these three transactions, the Company recognized a combined loss on extinguishment of $71,577. The new debentures were issued with the same following terms and conditions: The Company may prepay at any time in an amount equal to 150% of the principal and accrued interest. The conversion price under the debentures is $.37125 (adjusted for 1-for-1,350 reverse stock split), and the lender may convert at any time until the debenture plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 4.99% of the outstanding Common Stock of the Company at any one time. During the years ended December 31, 2013, the lender converted $3,211 of the debenture with original principal balance of $39,724 to stock. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than six months prior to the date of conversion and did not pay any additional consideration for the shares. On January 18, 2013, the lender sold/assigned all rights and interest on one of its three debentures having net book value of $16,000 plus accrued interest of $1,512. On the same day, the lender sold/assigned all rights and interest on another of its three debentures having a net book value of $56,250, plus $4,825 of accrued interest. See reference (13) which discusses the terms and conditions surrounding the new debentures issued upon extinguishment of the two originals as well as accounting treatment of the transactions. The lender still held the third debenture with original principal balance of $39,724 with net book value of $2,743 at December 31, 2013. |
EQUITY_BASED_COMPENSATION_FOR_1
EQUITY BASED COMPENSATION FOR CONSULTING, LEGAL, AND OTHER PROFESSIONAL SERVICES (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | |||||
31-May-12 | Dec. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-12 | Dec. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 06, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Business Advisory Services [Member] | Business Advisory Services [Member] | Advisory and Strategic Services [Member] | Engineering Services Two [Member] | Financial and Public Relations Services [Member] | Financial and Public Relations Services [Member] | Design Services [Member] | Financial Strategic Advice [Member] | Engineering Services [Member] | ||||||
Equity Based Compensation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | ' | ' | 59,400 | ' | 68,032 | 8,588 | 3,400 | ' | ' | 1,852 | 445 | ' | ' |
Restricted Stock Conversion Price Terms | ' | ' | ' | ' | 'The stock conversion price under the agreement was calculated as a weighted average for the month the services were granted at a 30% discount. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total operating expenses | ' | ' | ' | $1,534,897 | $2,505,281 | $26,800 | $46,571 | $4,857 | ' | ' | $29,750 | ' | ' | $2,571 |
Percentage Of Discount On Restricted Shares Issued | ' | ' | 30.00% | ' | ' | ' | ' | 30.00% | 30.00% | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 76 | ' | 3,910 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Periodic Payment For Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | 20,000 | ' | ' | ' |
Initial Consulting Fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' |
Initial Consulting Fee In Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,038 | ' |
Further Capital Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' |
Consulting Fee Due To Obtain Second Commitment | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Second Commitment | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting Fee Due To Obtain Third Commitment | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Third Commitment | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued for Services | ' | 6,810 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,200 | ' | ' |
Amount payable to Vendor | ' | $6,810 | ' | $6,810 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Current taxes | ' | ' |
Federal | $0 | $0 |
State | 0 | 0 |
Current taxes | 0 | 0 |
Change in deferred taxes | 85,065 | 331,211 |
Change in valuation allowance | -77,587 | -292,880 |
Provision for income tax expense | $7,478 | $38,231 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ' | ' |
Equity based compensation | $97,276 | $236,145 |
Allowance for doubtful accounts | 13,260 | 12,240 |
Depreciation and amortization timing differences | 0 | 0 |
Net operating loss carryforward | 1,124,299 | 1,071,409 |
On-line training certificate reserve | 1,109 | 1,215 |
Total deferred tax assets | 1,235,944 | 1,321,009 |
Valuation allowance | -1,233,337 | -1,310,924 |
Deferred tax assets net of valuation allowance | 2,607 | 10,085 |
Less deferred tax assets - non-current, net of valuation allowance | 2,330 | 9,781 |
Deferred tax assets - current, net of valuation allowance | $277 | $304 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax [Line Items] | ' | ' |
Statutory tax rate | 0.00% | 0.00% |
Increase (decrease) in rates resulting from: | ' | ' |
Net operating loss carryforward or carryback | -7.00% | 28.00% |
Equity based compensation and loss | 18.00% | -11.00% |
Book/tax depreciation and amortization differences | 0.00% | 0.00% |
Change in valuation allowance | -10.00% | -15.00% |
Other | 0.00% | 0.00% |
Effective tax rate | 1.00% | 2.00% |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax [Line Items] | ' | ' |
Effective Tax Rate For Deferred Taxes | 34.00% | 34.00% |
Valuation allowance | $1,233,337 | $1,310,924 |
Percentage Of Reserve Against Allowance For Doubtful Accounts | 100.00% | 100.00% |
Deferred Tax Assets, Valuation Allowance, Percentage | 99.80% | 99.00% |
Deferred Tax Assets Reserve Percentage | 97.00% | 95.00% |
AUTHORIZATION_OF_PREFERRED_STO1
AUTHORIZATION OF PREFERRED STOCK (Details Textual) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2010 | |
AUTHORIZATION OF PREFERRED STOCK [Line Items] | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ' | 425,000 | 425,000 | ' |
Preferred Stock, Voting Rights | '250 to 1 | '250 to 1 | ' | ' |
Percentage of Voting Rights | ' | 93.00% | ' | ' |
Series A Convertible Preferred Stock [Member] | ' | ' | ' | ' |
AUTHORIZATION OF PREFERRED STOCK [Line Items] | ' | ' | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | 31,481 | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||
Jun. 28, 2013 | Jan. 12, 2013 | Nov. 30, 2013 | Dec. 14, 2012 | Nov. 01, 2012 | Jul. 16, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 14, 2013 | Aug. 16, 2012 | Jul. 17, 2012 | Dec. 18, 2012 | |
Undersea Breathing Systems Inc [Member] | ||||||||||||
Commitments and Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Book Value Excluding Interest Of Debentures | ' | ' | ' | ' | ' | ' | ' | $12,700 | ' | ' | ' | ' |
Loss Contingency, Damages Paid, Value | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' | ' |
Fore Closed Real Estate Sale Bid Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300 | ' | ' |
Real Estate Foreclosure Sale, Final Judgement Amount and Interest Expense | ' | ' | ' | 1,127,643 | ' | ' | ' | ' | 103,026 | ' | 1,123,269 | ' |
Real Estate Foreclosure Sale Fair Value Of Property | ' | ' | ' | 1,030,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Real Estate Forclosure Sale, Shortfall Amount | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Lease Base Rent | ' | ' | ' | ' | 3,750 | ' | ' | ' | ' | ' | ' | ' |
Description Of Terms For Cancellation Of Lease | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' |
Purchase Price Per Membrane, Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 |
Purchase Price Per Membrane, Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 |
Advance Purchase Price Per Membrane, Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,000 |
Purchase Obligation, Non Cash Settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 76,000 |
Purchase Obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,000 |
Purchase Obligation, Cash Settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,000 |
Due From Vendor, Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,000 |
Due From Vendor, Convertible Debentures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,000 |
Litigation Settlement, Amount | ' | ' | 85,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Damages Sought, Value | 15,000 | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asserted Incurred Loss | ' | ' | ' | ' | ' | 735,616 | ' | ' | ' | ' | ' | ' |
Foreclosure Liability Shortfall, Amount | ' | ' | ' | 110,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Real Estate Foreclosure Sale Carrying Value Of Building And Land | ' | ' | ' | 1,641,075 | ' | ' | ' | ' | ' | ' | ' | ' |
Real Estate Foreclosure Sale Carrying Value Of Mortgage | ' | ' | ' | 1,053,997 | ' | ' | ' | ' | ' | ' | ' | ' |
Foreclosed Real Estate Accrued Expense | ' | ' | ' | 15,609 | ' | ' | ' | ' | ' | ' | ' | ' |
Foreclosed Real Estate Accrued Taxes | ' | ' | ' | 45,006 | ' | ' | ' | ' | ' | ' | ' | ' |
Real Estate Foreclosure Sale Carrying Value Of Property, Adjustment Amount | ' | ' | ' | 110,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Real Estate Foreclosure Sale Final Judgments, Loss Amount | ' | ' | ' | 116,539 | ' | ' | ' | ' | ' | ' | ' | ' |
Real Estate Foreclosure Sale Post Judgments Expense Amount | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (Loss) Related to Litigation Settlement | ' | ' | 18,026 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Real Estate Foreclosure Sale Final Judgment Amount And Interest Expense | ' | ' | ' | $1,127,643 | ' | ' | ' | ' | $103,026 | ' | $1,123,269 | ' |
JOINT_VENTURE_EQUITY_EXCHANGE_1
JOINT VENTURE EQUITY EXCHANGE AGREEMENT (Details Textual) (USD $) | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Apr. 21, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted Stock [Member] | Pompano Dive Center Llc [Member] | Pompano Dive Center Llc [Member] | |||
Joint Venture Equity Exchange Agreement [Line Items] | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | ' | 33.00% | ' |
Common stock, shares issued | ' | ' | 14,815 | 3,394 | ' |
Other assets | $27,635 | $31,635 | ' | $24,740 | $24,740 |
Percentage Of Share In Pre Tax Net Profits | 33.00% | ' | ' | ' | ' |
Total Percentage Of Share In Pre Tax Net Profits | 50.00% | ' | ' | ' | ' |
CHANGE_IN_CAPITAL_STRUCTURE_De
CHANGE IN CAPITAL STRUCTURE (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | |||
Jul. 15, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Feb. 22, 2012 | |
Change In Capital Structure [Line Items] | ' | ' | ' | ' | ' |
Increase In Common Stock Shares Authorized | ' | ' | ' | ' | $250,000,000 |
Common stock, shares authorized | ' | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 | 5,000,000,000 |
Decrease In Common Stock Par Or Stated Value Per Share (in dollars per share) | ' | ' | ' | ' | $0.00 |
Common stock, par value (in dollars per share) | ' | $0.00 | ' | $0.00 | $0.00 |
Stockholders Equity, Reverse Stock Split | '1 -for- 1,350 | '1 -for- 1,350 | ' | ' | ' |
EQUITY_INCENTIVE_PLAN_Details_
EQUITY INCENTIVE PLAN (Details Textual) | 0 Months Ended | 1 Months Ended | |
Oct. 30, 2013 | Mar. 31, 2009 | Aug. 22, 2007 | |
Equity Incentive Plan [Line Items] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | ' | ' | 297 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,802,565 | 234 | 75 |
Employee Stock Option Plan Term | ' | ' | '10 years |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | ' | ' | 297 |
EQUITY_BASED_INCENTIVERETENTIO1
EQUITY BASED INCENTIVE/RETENTION BONUSES (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended |
Nov. 02, 2012 | Nov. 30, 2012 | |
Equity Based Incentive Retention Bonus [Line Items] | ' | ' |
Stock Incentive Bonus | ' | $75,100 |
Chief Executive Officer [Member] | ' | ' |
Equity Based Incentive Retention Bonus [Line Items] | ' | ' |
Stock Incentive Bonus Value Of Shares Awarded | $45,000 | $45,000 |
STRATEGIC_ALLIANCE_AGREEMENT_D
STRATEGIC ALLIANCE AGREEMENT (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 10, 2012 | Dec. 31, 2013 | |
Precision Paddleboards Inc [Member] | Precision Paddleboards Inc [Member] | Restricted Stock [Member] | Restricted Stock [Member] | |||
Strategic Alliance Agreement [Line Items] | ' | ' | ' | ' | ' | ' |
Stock for equity investment | ' | $5,000 | ' | ' | $24,000 | ' |
Stock for equity investment (in shares) | ' | ' | ' | ' | 494 | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | ' | ' | ' | ' | $0.04 | ' |
Total operating expenses | $1,534,897 | $2,505,281 | $6,667 | $17,333 | ' | $83,333 |
INTEREST_EXPENSE_NONRELATED_PA1
INTEREST EXPENSE NON-RELATED PARTIES AND OTHER EXPENSE (INCOME), NET (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Interest Expense, Non Related Party | $198,342 | $264,243 |
Debt Instrument, Decrease, Forgiveness | ' | 95,054 |
Sales Commission | 106,000 | ' |
Consultant Stock Bonuses Retirement | -47,500 | ' |
Royalty Income, Nonoperating | 22,000 | 29,940 |
Other Nonoperating Income (Expense) | -73,731 | 81,655 |
Gains Losses On Extinguishment Of Convertible Debentures | 93,825 | 106,421 |
Other Income | 15,841 | 16,311 |
Loss On Foreclosure | 25,000 | 116,539 |
Interest Expense, Other | 4,000 | 4,758 |
Due To Officers Or Stockholders | 49,702 | 168,384 |
Stock or Unit Option Plan Expense | 44,610 | ' |
Director [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Due To Officers Or Stockholders | 85,000 | ' |
Convertible Debentures [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Interest Expense, Debt | 194,000 | 233,148 |
Notes Payable [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Interest Expense, Debt | $4,000 | $26,337 |
SECURITIES_PURCHASE_AGREEMENT_
SECURITIES PURCHASE AGREEMENT (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Apr. 09, 2013 | |
Securities Purchase Agreement [Line Items] | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | $5,000,000 |
Line of Credit Facility, Commitment Fee Amount | 125,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 125,000 | ' |
Line of Credit Facility Reversal of Commitment Fee Amount | $125,000 | ' |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | ||||||||||
Oct. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Apr. 21, 2011 | Mar. 05, 2014 | Mar. 13, 2014 | Feb. 04, 2014 | Feb. 07, 2014 | Jan. 07, 2014 | Feb. 26, 2014 | Jan. 17, 2014 | Jan. 24, 2014 | Jan. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Jan. 31, 2014 | |
Restricted Stock [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||
Purdon [Member] | Restricted Stock [Member] | Restricted Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | $565,689 | $50,000 | ' | $980 | $1,040 | $960 | $865 | $727 | $960 | $648 | $645 | $645 | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | 196,000 | 196,226 | 195,918 | 196,591 | 196,486 | 195,918 | 196,364 | 195,455 | 195,455 | ' | ' | ' |
Share Based Compensation | $44,610 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,500 | ' | ' |
Common Stock, Shares, Issued | ' | ' | ' | 14,815 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 402,610 | 387,530 |