Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 14, 2014 | |
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 | ' | 30,344,667 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash | $37,603 | $70,084 |
Accounts receivable, net of $38,000 and $39,000 allowance for doubtful accounts, respectively | 28,139 | 30,298 |
Accounts receivable - related parties | 96,048 | 105,942 |
Inventory | 695,695 | 735,926 |
Prepaid expenses and other current assets | 146,211 | 109,523 |
Other current assets - related parties | 5,257 | 5,917 |
Deferred tax asset, net - current | 233 | 277 |
Total current assets | 1,009,186 | 1,057,967 |
Furniture, fixtures and equipment, net of accumulated depreciation of $111,393 and $128,631, respectively | 60,535 | 76,265 |
Deferred tax asset, net - non-current | 2,330 | 2,330 |
Other assets | 27,635 | 27,635 |
Total assets | 1,099,686 | 1,164,197 |
Current liabilities | ' | ' |
Accounts payable and accrued liabilities | 507,951 | 517,058 |
Customer deposits and unearned revenue | 37,050 | 99,610 |
Royalties payable - related parties | 131,429 | 137,129 |
Other liabilities | 250,916 | 252,009 |
Other liabilities and accrued interest - related parties | 96,526 | 90,517 |
Convertible debentures, net | 475,336 | 523,576 |
Notes payable - current portion | 9,114 | 12,540 |
Notes payable - related parties - current portion | 63,750 | 127,619 |
Total current liabilities | 1,572,072 | 1,760,058 |
Long-term liabilities | ' | ' |
Notes payable - long-term portion | 0 | 2,765 |
Total liabilities | 1,572,072 | 1,762,823 |
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; 70,099,076 and 10,049,140 shares issued, respectively; 23,583,351 and 5,672,051 shares outstanding, respectively | 2,358 | 567 |
Common stock payable; $0.0001 par value; 195,610 and 200,795 shares, respectively | 20 | 20 |
Additional paid-in capital | 8,555,192 | 8,478,092 |
Accumulated deficit | -9,030,381 | -9,077,730 |
Total stockholders' deficit | -472,386 | -598,626 |
Total liabilities and stockholders' deficit | $1,099,686 | $1,164,197 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Allowance for accounts receivable (in dollars) | $38,000 | $39,000 |
Accumulated depreciation net (in dollars) | $111,393 | $128,631 |
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, shares issued | 70,099,076 | 10,049,140 |
Common stock, shares outstanding | 23,583,351 | 5,672,051 |
Common stock payable, Par value (in dollars Per share) | $0.00 | $0.00 |
Common stock payable, shares outstanding | 195,610 | 200,795 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Net revenues | ' | ' | ' | ' |
Net revenues | $549,054 | $337,346 | $781,373 | $760,627 |
Net revenues - related parties | 316,070 | 255,289 | 672,135 | 420,671 |
Total net revenues | 865,124 | 592,635 | 1,453,508 | 1,181,298 |
Cost of net revenues | ' | ' | ' | ' |
Cost of net revenues | 544,472 | 432,159 | 996,318 | 905,077 |
Royalties expense - related parties | 20,411 | 14,662 | 33,637 | 14,283 |
Total cost of net revenues | 564,883 | 446,821 | 1,029,955 | 919,360 |
Gross profit | 300,241 | 145,814 | 423,553 | 261,938 |
Operating expenses | ' | ' | ' | ' |
Selling, general and administrative | 157,745 | 333,752 | 337,712 | 911,781 |
Research and development costs | 1,200 | 16,355 | 1,579 | 15,599 |
Total operating expenses | 158,945 | 350,107 | 339,291 | 927,380 |
Loss from operations | 141,296 | -204,293 | 84,262 | -665,442 |
Other (income) expense, net | ' | ' | ' | ' |
Other (income) expense, net | 39,342 | -120,402 | 2,604 | -28,624 |
Change in derivative liability | 0 | -565,689 | 0 | 0 |
Interest expense | 11,700 | 56,200 | 25,252 | 125,050 |
Interest expense - related parties | 4,506 | 271 | 9,013 | 928 |
Total other (income) expense, net | 55,548 | -629,620 | 36,869 | 97,354 |
Net income (loss) before provision for income taxes | 85,748 | 425,327 | 47,393 | -762,796 |
Provision for income tax (benefit) expense | 0 | -456 | 44 | 3,327 |
Net income (loss) | $85,748 | $425,783 | $47,349 | ($766,123) |
Basic income (loss) per common share (in dollars per share) | $0.01 | $0.19 | $0 | ($0.49) |
Diluted income (loss) per common share (in dollars per share) | $0 | $0.03 | $0 | ($0.49) |
Basic weighted average common shares outstanding (in shares) | 14,097,417 | 2,191,590 | 10,665,857 | 1,570,240 |
Diluted weighted average common shares outstanding (in shares) | 69,028,500 | 13,225,571 | 65,596,941 | 1,570,240 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (USD $) | Total | Common Stock [Member] | Preferred Stock [Member] | Common Stock Payable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2013 | ($598,626) | $567 | $425 | $20 | $8,478,092 | ($9,077,730) |
Balance (in shares) at Dec. 31, 2013 | ' | 5,672,051 | 425,000 | 195,610 | ' | ' |
Conversion of related party employee compensation payable to stock | 13,500 | 122 | 0 | 0 | 13,378 | 0 |
Conversion of related party employee compensation payable to stock (in shares) | ' | 1,223,977 | 0 | 0 | ' | ' |
Conversion of accrued interest on convertible debentures to stock | 1,700 | 31 | 0 | 0 | 1,669 | 0 |
Conversion of accrued interest on convertible debentures to stock (in shares) | ' | 307,224 | 0 | 0 | ' | ' |
Conversion of convertible debentures to stock | 10,110 | 224 | 0 | 0 | 9,886 | 0 |
Conversion of convertible debentures to stock (in shares) | ' | 2,239,007 | 0 | 0 | ' | ' |
Retirement of shares returned by non-employee Board of Director | -1,383 | -1 | 0 | 0 | -1,382 | 0 |
Retirement of shares returned by non-employee Board of Director (in shares) | ' | -14,406 | 0 | 0 | ' | ' |
Net income\loss | -38,399 | 0 | 0 | 0 | 0 | -38,399 |
Balance at Mar. 31, 2014 | -613,098 | 943 | 425 | 20 | 8,501,643 | -9,116,129 |
Balance (in shares) at Mar. 31, 2014 | ' | 9,427,853 | 425,000 | 195,610 | ' | ' |
Conversion of related party employee compensation payable to stock | 13,500 | 169 | 0 | 0 | 13,331 | 0 |
Conversion of related party employee compensation payable to stock (in shares) | ' | 1,696,872 | 0 | 0 | ' | ' |
Conversion of convertible debentures to stock | 41,464 | 1,246 | 0 | 0 | 40,218 | 0 |
Conversion of convertible debentures to stock (in shares) | ' | 12,458,626 | 0 | 0 | ' | ' |
Net income\loss | 85,748 | 0 | 0 | 0 | 0 | 85,748 |
Balance at Jun. 30, 2014 | ($472,386) | $2,358 | $425 | $20 | $8,555,192 | ($9,030,381) |
Balance (in shares) at Jun. 30, 2014 | ' | 23,583,351 | 425,000 | 195,610 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows provided by (used in) operating activities: | ' | ' |
Net income (loss) | $47,349 | ($766,123) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ' | ' |
Depreciation | 10,656 | 9,371 |
Amortization of security purchase commitment fees | 0 | 8,680 |
Change in deferred tax asset, net | 44 | 3,327 |
Equity based compensation for consulting and legal services | 0 | 51,800 |
Equity based compensation for product exclusivity | 0 | 6,667 |
Equity based employee and consultant bonuses | 0 | 20,100 |
Equity based non-employee Board of Director' fees | 0 | 15,000 |
Accretion of convertible debenture discounts | 3,334 | 88,999 |
Equity based Chief Executive Officer compensation and bonuses | 0 | 172,358 |
Amortization of prepaid equity based compensation to Chief Executive Officer | 0 | 137,494 |
Loss on disposal of fixed assets | 24,486 | 0 |
Loss on extinguishment of convertible debentures | 0 | 93,825 |
Retirement of certain 2012 year end consultant bonuses | 0 | -47,500 |
Changes in operating assets and liabilities: | ' | ' |
Change in accounts receivable, net | 2,159 | 17,215 |
Change in accounts receivable - related parties | 9,894 | -62,091 |
Change in inventory | 40,231 | -56,562 |
Change in prepaid expenses and other current assets | -38,071 | 8,422 |
Change in other current assets - related parties | 660 | 0 |
Change in other assets | 0 | 4,054 |
Change in accounts payable and accrued liabilities | -24,895 | 102,156 |
Change in customer deposits and unearned revenue | -62,560 | 79,449 |
Change in other liabilities | -1,093 | -7,976 |
Change in other liabilities and accrued interest - related parties | 50,509 | 0 |
Change in royalties payable - related parties | -5,700 | 7,886 |
Net cash provide by (used in) operating activities | 57,003 | -113,449 |
Cash flows from investing activities: | ' | ' |
Purchase of fixed assets | -19,412 | 0 |
Net cash used in investing activities | -19,412 | 0 |
Cash flows from financing activities: | ' | ' |
Proceeds from borrowing on convertible debentures | 0 | 176,750 |
Proceeds from short-term loans payable | 0 | 3,000 |
Principal payment on convertible debentures | 0 | -72,250 |
Principal payments on note payable | -6,203 | -5,885 |
Principal payments on note payable - related parties | -63,869 | -37,442 |
Net cash (used in) provided by financing activities | -70,072 | 64,173 |
Net change in cash | -32,481 | -49,276 |
Cash, beginning of period | 70,084 | 69,292 |
Cash, end of period | 37,603 | 20,016 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 3,301 | 1,547 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosures of non-cash investing activities and future operating activities: | ' | ' |
Discounts on convertible debentures | 0 | 72,053 |
Stock issued for Non-Employee Board of Director Fees | 0 | 15,000 |
Conversion of convertible debentures to stock | 51,574 | 152,079 |
Conversion of accrued payroll to stock - related party | 27,000 | 27,000 |
Conversion of accrued interest and fees on convertible debentures to stock | 1,700 | 7,398 |
Conversion of accrued Non-employee Board of Directors fees to stock | 0 | 15,000 |
Retirement of shares returned by non-employee Board of Director | 1,383 | 0 |
Security purchase commitment fees payable in stock | $0 | $125,000 |
DESCRIPTION_OF_BUSINESS_AND_SU
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | |
Jun. 30, 2014 | ||
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 2013 financial statement amounts to conform to the 2014 financial statement presentation. Effective July 15, 2013 the Company effectuated a reverse stock split (1 -for- 1,350). See Note 18. 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 in 2014. We have had a working capital deficit since 2009. | ||
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. Neither endeavor did or has generated profit or positive cash-flow. Therefore, 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 17. 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 operational cash flow will be sufficient to fund presently anticipated operations beyond the third 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 (credit) expense incurred for the three months ended June 30, 2014 and 2013, was $292 and $5,889, respectively. Advertising and trade show expense incurred for the six months ended June 30, 2014, and 2013, was $620 and $33,161, 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 components of other 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. | ||
For the three and six months ended June 30, 2014 and 2013, the Company compensated and/or converted all accrued payroll to stock for one related party employee. In addition, for the three and six months ended June 30, 2014 and 2013, the Company transacted stock-based compensation transactions as follows: 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; 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; 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 20. EQUITY BASED INCENTIVE/RETENTION BONUSES, and Note 21. 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. 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 June 30, 2014, and December 31, 2013, 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 June 30, 2014, and December 31, 2013, or $475,336, and $516,800, 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 when discount is not fully accreted. | ||
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 six months ended June 30, 2014, and 2013, 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 | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory Disclosure [Text Block] | ' | |||||||
2 | INVENTORY | |||||||
Inventory consists of the following as of: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Raw materials | $ | 287,879 | $ | 317,187 | ||||
Work in process | — | — | ||||||
Finished goods | 407,816 | 418,739 | ||||||
$ | 695,692 | $ | 735,926 | |||||
PREPAID_EXPENSES_AND_OTHER_CUR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended | ||
Jun. 30, 2014 | |||
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 $146,211 at June 30, 2014, consists of $114,115 prepaid inventory, $17,741 prepaid insurance, $13,493 prepaid subcontract labor; and $862 other current assets and prepaid expenses. | |||
Prepaid expenses and other current assets totaling $109,523 at December 31, 2013, consists of $94,990 prepaid inventory, $14,141 prepaid insurance, and $392 other current assets. | |||
FURNITURE_FIXTURES_AND_EQUIPME
FURNITURE, FIXTURES, AND EQUIPMENT | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
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: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Furniture, fixtures, vehicles and equipment | $ | 171,928 | $ | 204,896 | ||||
Less: accumulated depreciation and amortization | -111,393 | -128,631 | ||||||
$ | 60,535 | $ | 76,265 | |||||
OTHER_ASSETS
OTHER ASSETS | 6 Months Ended | ||
Jun. 30, 2014 | |||
Other Assets [Abstract] | ' | ||
Other Assets Disclosure [Text Block] | ' | ||
5. OTHER ASSETS | |||
Other assets of $27,635 at June 30, 2014 and December 31, 2013, consists of $24,740 investment in joint venture, and $2,895 refundable deposits. See Note 17. JOINT VENTURE EQUITY EXCHANGE AGREEMENT for further information on investment in joint venture. | |||
CUSTOMER_CREDIT_CONCENTRATIONS
CUSTOMER CREDIT CONCENTRATIONS | 6 Months Ended | |
Jun. 30, 2014 | ||
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, and two Company’s owned by the Chief Executive Officer as further discussed in Note 7. RELATED PARTIES TRANSACTIONS. Combined sales to these five entities for three months ended June 30, 2014 and 2013, represented 35.94% and 42.22%, respectively, of total net revenues. Combined sales to these five entities for six months ended June 30, 2014 and 2013, represented 45.81% and 35.09%, respectively, of total net revenues. Sales to no other customers represented greater than 10% of net revenues for three and six months ended June 30, 2014, and 2013. | ||
RELATED_PARTIES_TRANSACTIONS
RELATED PARTIES TRANSACTIONS | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
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 June 30, 2014: | ||||||||
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 | $ | 63,750 | ||||||
Less amounts due within one year | 63,750 | |||||||
Long-term portion of notes payable | $ | — | ||||||
As of June 30, 2014, principal payments on the notes payable – related parties are as follows: | ||||||||
2014 | $ | 63,750 | ||||||
2015 | — | |||||||
2016 | — | |||||||
2017 | — | |||||||
2018 | — | |||||||
Thereafter | — | |||||||
$ | 63,750 | |||||||
During the three months ended March 31, 2014, the Company fully satisfied the note payable due the Chief Executive Officer for $49,702, which had matured in September 2013. | ||||||||
As of June 30, 2014, the Company was four months in arrears on payments due under the Note payable to the non-employee Board of Director. No notice of default has been received and the Company plans to make payments as able. | ||||||||
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, 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 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. | ||||||||
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 $44,610 stock option expense using the Black-Scholes valuation model on date of the agreement. | ||||||||
Net revenues and accounts receivable – related parties – The Company sells products to 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 three months ended June 30, 2014 and 2013, was $265,490 and $250,228, respectively. Combined net revenues from these entities for six months ended June 30, 2014 and 2013, was $487,231 and $414,473, respectively. Accounts receivable from Brownie’s SouthPort Diver’s, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys at June 30, 2014, was $53,414, $4,799, and $17,042, 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. | ||||||||
The Company sells products to Brownie’s Global Logistics, LLC. (“BGL”) And 940 Associates, Inc., fully owned by the Company’s Chief Executive Officer. Terms of sale are more favorable than those extended to BWMG’s regular customers, but no more favorable than those extended to Brownie’s strategic partners. Terms of sale to BGL approximate cost or include a nominal margin. These terms are consistent with those extended to Brownie’s strategic partners. Strategic partner terms include promotion of BWMG’s technologies and “Brownie’s” brand, offered only on product or services not offered for resale, and must provide for reciprocal terms or arrangements to BWMG on strategic partners’ product or services.. BGL is fulfilling the strategic partner terms by providing exposure for BWMG’s technologies and “Brownie’s” brand in the yachting and exploration community word-wide through its operations. Combined net revenues from these entities for three months ended June 30, 2014 and 2013, was $45,447 and $0, respectively. Combined net revenues from these entities for six months ended June 30, 2014 and 2013, was $178,691 and $0, respectively. Accounts receivable from BGL at June 30, 2014, and December 30, 2013 was $607 and $70,823, respectively. | ||||||||
Sales to Pompano Dive Center for the three months ended June 30, 2014, and 2013, was $5,133 and $5,061, respectively. Sales to Pompano Dive Center for the six months ended June 30, 2014, and 2013, was $6,212 and $6,198, respectively. Terms of sale are no more favorable than those extended to any of the Company’s other customers. Accounts receivable from Pompano Dive Center at June 30, 2014 and December 31, 2013, was $20,187, and $14,029, respectively. See Note 17. JOINT VENTURE EQUITY EXCHANGE AGREEMENT for further discussion regarding Pompano Dive Center. . | ||||||||
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 three and six months ended June 30, 2014 and 2013, is disclosed on the face of the Company’s Consolidated Statements of Operations. As of June 30, 2014, and December 31, 2013, the Company was approximately twenty-five and twenty-six months in arrears, respectively, on royalty payments due. No default notice has been received and the Company plans to make payments as able. | ||||||||
Equity based compensation for Chief Executive Officer – On November 2, 2012, the Board of Directors (BODs) 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. Of the total stock incentive bonuses declared for the key employees and consultants of $75,150 or 61,852 shares of common stock, the Chief Executive was awarded $45,000 or 37,037 shares. The Company recorded compensation expense ratably over the vesting period, and for the three months ended June 30, 2013, compensation expense to the Chief Executive Officer related to this transaction was $22,500. See Note 20. 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 BODs. This amount is included in operating expense for the year ended December 31, 2012. See table below for inclusion in other liabilities and accrued interest – related parties. Further, pursuant to a Written Consent of the BODs 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 shares vested. These shares are included in shares payable on the statement of stockholders’ deficit. These shares are included in shares payable on the statement of stockholders’ deficit. | ||||||||
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 and 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. | ||||||||
Non-employee Board of Director fees and bonus – Effective December 23, 2013, the Board of Directors cancelled the $2,500 per month non-employee Board of Director fee agreement under which Mikkel. Pitzner was being compensated. In addition, Mr. Pitzner forgave the $27,500 BOD fees due in shares payable and/or paid him monthly through November 2013. Related to the forgiveness of the BOD fees for 2013, the Company cancelled related 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. During the three months ended June 30, 2014, Mr. Pitzner returned 14,406 shares, or $1,383 of $5,917. | ||||||||
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. The shares were issued to Mr. Pitzner during the three months ended June 30, 2013. | ||||||||
Equity based compensation to employee – During November 2013, Alexander F. Purdon, an employee of the Company, exceeded 10% ownership whereby he was reclassified to related party. The Company pays Mr. Purdon’s employment compensation in restricted shares of stock in lieu of cash. The number of shares paid is based on the weighted average price per share during the months the services were rendered. For the three months ended June 30, 2014 and 2013, stock based compensation to Mr. Purdon was $13,500 and $9,000, respectively. In addition, of the $129,500 employee bonuses declared payable for 2012 year end, which is payable in stock or cash to be determined by the Board of Directors, Mr. Purdon is due $17,500. Lastly, of 61,852 total shares of common stock attributable to incentive retention bonuses declared by the Board of Directors in 2012, which vested as of May 2013, Mr. Purdon received 1,852 shares of stock, which were valued at $2,250. These shares are included in shares payable on the statement of stockholders’ deficit. These shares are included in shares payable on the statement of stockholders’ deficit. | ||||||||
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: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Year-end 2012 bonus payable to Chief Executive Officer | $ | 67,000 | $ | 67,000 | ||||
Year-end 2012 bonus payable to employee | 17,500 | 17,500 | ||||||
Accrued interest on note payable non-employee Board of Director | 6,009 | — | ||||||
Due to Principals of Carleigh Rae Corp., net | 6,017 | 6,017 | ||||||
$ | 96,526 | $ | 90,517 | |||||
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 per share with expiration ten years from the effective date of grant, or March 2, 2019. None of the options have been exercised to-date. | ||||||||
ASSET_PURCHASE
ASSET PURCHASE | 6 Months Ended |
Jun. 30, 2014 | |
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 was in compliance with all terms of the lease. On May 31, 2013, the Company closed the dive store and vacated the premises. The $3,200 lease deposit was returned during the year ended December 31, 2013. As of June 30, 2014, the Company had paid Seller $9,643 toward the $22,500 cash purchase price leaving a balance of $12,857 included in other liabilities. | |
ACCOUNTS_PAYABLE_AND_ACCRUED_L
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6 Months Ended | |
Jun. 30, 2014 | ||
Payables and Accruals [Abstract] | ' | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | |
9 | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
Accounts payable and accrued liabilities of $507,951 at June 30, 2014, consists of $209,048 accounts payable trade, $42,512 accrued payroll and related fringe benefits, $45,000 accrued year-end bonuses, $43,249 accrued payroll taxes and withholding, $14,850 accrued loss for debenture settlement in July 2014, and $153,292 accrued interest. Accrued payroll taxes and withholding were approximately six months in arrears at June 30, 2014. 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 $517,058 at December 31, 2013, consists of $245,672 accounts payable trade, $50,910 accrued payroll and related fringe benefits, $45,000 accrued year-end bonuses, $42,093 accrued payroll taxes and withholding, and $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. | ||
OTHER_LIABILITIES
OTHER LIABILITIES | 6 Months Ended | |
Jun. 30, 2014 | ||
Other Liabilities Disclosure [Abstract] | ' | |
Other Liabilities Disclosure [Text Block] | ' | |
10 | OTHER LIABILITIES | |
Other liabilities of $250,916 at June 30, 2014, consists of $235,000 short-term loans, $12,857 payable for assets purchased pursuant to Asset Purchase Agreement (Note 8. ASSET PURCHASE), and $3,059 on-line training liability. Other liabilities of $252,009 at December 31, 2013, consists of $235,000 short-term loans, $12,857 payable for assets purchased pursuant to Asset Purchase Agreement, $3,169 on-line training liability, and $983 other liabilities. 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. | ||
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 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 | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Notes Payable Disclosure [Abstract] | ' | ||||
Notes Payable Disclosure [Text Block] | ' | ||||
11 | NOTES PAYABLE | ||||
Notes payable consists of the following as of June 30, 2014: | |||||
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. | $ | 9,114 | |||
Less amounts due within one year | 9,114 | ||||
Long-term portion of notes payable | $ | — | |||
As of June 30, 2014, principal payments on the notes payable are as follows: | |||||
2014 | $ | 6,349 | |||
2015 | 2,765 | ||||
2016 | — | ||||
2017 | — | ||||
2018 | — | ||||
Thereafter | — | ||||
$ | 9,114 | ||||
The unsecured note payable in the table above and as reflected table below in the December 31, 2013, note payable balance resulted from conversion of a vendor payable dating back to February 2011. The note payable was restructured once in June 2012 to reduce the monthly payments and to extend the maturity. | |||||
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 | |||
CONVERTIBLE_DEBENTURES
CONVERTIBLE DEBENTURES | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Convertible Debentures [Abstract] | ' | |||||||||||||||||||||||
Convertible Debentures [Text Block] | ' | |||||||||||||||||||||||
12 | CONVERTIBLE DEBENTURES | |||||||||||||||||||||||
Convertible debentures consist of the following at June 30, 2014: | ||||||||||||||||||||||||
Origination | Maturity | Interest | Origination | Origination | Period End | Period End | Period End | Accrued | Ref. | |||||||||||||||
Date | Date | Rate | Principal | Discount | Principal | Discount | Balance, | Interest | ||||||||||||||||
Balance | Balance | Balance | Balance | Net | Balance | |||||||||||||||||||
11/27/10 | 5/27/11 | 10 | % | 125,000 | -53,571 | $ | 58,750 | - | $ | 58,750 | $ | 25,889 | -2 | |||||||||||
1/7/11 | 11/11/11 | 5 | % | 76,000 | -32,571 | 48,000 | - | 48,000 | 9,150 | -3 | ||||||||||||||
8/8/12 | 5/2/13 | 8 | % | 42,500 | -27,172 | - | - | - | - | -4 | ||||||||||||||
10/31/12 | 8/2/13 | 8 | % | 78,500 | -50,189 | 47,860 | - | 47,860 | 10,255 | -4 | ||||||||||||||
5/3/11 | 5/5/12 | 5 | % | 300,000 | -206,832 | 300,000 | - | 300,000 | 95,000 | -6 | ||||||||||||||
8/31/11 | 8/31/13 | 5 | % | 10,000 | -4,286 | 10,000 | - | 10,000 | 1,427 | -7 | ||||||||||||||
2/2/12 | 10 | % | See ref (9) for Discussion | - | - | 379 | -9 | |||||||||||||||||
3/14/12 | 2/10/14 | 10 | % | 5,500 | - | 472 | - | 472 | 144 | -10 | ||||||||||||||
2/10/12 | 2/10/14 | 10 | % | 39,724 | - | 2,743 | - | 2,743 | 3,365 | -11 | ||||||||||||||
4/8/13 | 4/14/13 | 9.9 | % | 20,000 | -13,333 | 7,511 | - | 7,511 | 2,357 | -14 | ||||||||||||||
$ | 475,336 | $ | 475,336 | $ | 147,966 | |||||||||||||||||||
Reference numbers in right hand column of table entitled Ref. refer to paragraphs with corresponding number that immediately follow the next paragraph. The referenced paragraphs also support the December 31, 2013 table, which appears at the end of this Note. Therefore, it is appropriate that some of the number references do not appear in the table above (i.e. Ref. 1). | ||||||||||||||||||||||||
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 recognized 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. 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 in exchange for convertible debenture 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 was 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 was no assurance of success and the invention was still in design and pre-prototype phase, the Company recorded the initial net value of the debenture, $71,483, as research and development expense during the year ended 2010. Both parties agreed to confidentiality regarding the invention during the pre-prototype stage. In addition, the Company 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 was to 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 Closings were to be for $11,750 and occur in 30 day increments after the second Closing. This was to 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 shares of restricted common stock. The lender at their option could 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 16. 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 in 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 could 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 granted a lower price for common stock purchase or conversion to anyone else during the term of the agreement, the lender’s conversion price would be adjusted downward to the same. The lender could not convert an amount greater than 4.99% of the outstanding common stock at any one time. The Company could have prepaid 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 was a $2,000 per day penalty for not timely delivering shares upon conversion notice. 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 $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. By December 31, 2013, the lender had 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 could have converted 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 could have converted 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. During the three and six months ended June 30, 2014, the lender converted $28,975 and $30,640, respectively, of the convertible debenture to shares of common 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. | ||||||||||||||||||||||||
-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. Since that date the lender has not purchased or converted any shares pursuant to the sale/assignment agreement. | ||||||||||||||||||||||||
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 June 30, 2014 and December 31, 2013, the lender had assigned a cumulative $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 in the year ended December 31, 2012. | |||||||||||||||||||||||
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. As of June 30, 2014, the lender still held the third debenture with original principal balance of $39,724 with net book value of $2,743. | ||||||||||||||||||||||||
-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 convertible 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 balance on these two new convertible 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. During the three and six months ended June 30, 2014, the lender converted $12,489 and $12,489, respectively, of the convertible debenture to shares of common 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. | |||||||||||||||||||||||
Convertible debentures consist of the following at December 31, 2013: | ||||||||||||||||||||||||
Origination | Maturity Date | Interest Rate | Origination Principal Balance | Origination Discount Balance | Period End Principal Balance | Period End Discount Balance | Period End Balance, Net | Accrued Interest Balance | Ref. | |||||||||||||||
Date | ||||||||||||||||||||||||
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 | 22,949 | -2 | ||||||||||||||
1/7/11 | 11/11/11 | 5 | % | 76,000 | -32,571 | 48,000 | - | 48,000 | 7,950 | -3 | ||||||||||||||
2/10/11 | 1/14/12 | 8 | % | 42,500 | -42,500 | - | - | - | - | -4 | ||||||||||||||
9/12/11 | 6/14/12 | 8 | % | 37,500 | -37,500 | - | - | - | - | -4 | ||||||||||||||
12/19/11 | 9/21/12 | 8 | % | 37,500 | -37,500 | - | - | - | - | -4 | ||||||||||||||
8/8/12 | 5/2/13 | 8 | % | 42,500 | -27,172 | 8,445 | - | 8,445 | 3,949 | -4 | ||||||||||||||
10/31/12 | 8/2/13 | 8 | % | 78,500 | -50,189 | 78,500 | - | 78,500 | 7,325 | -4 | ||||||||||||||
7/2/12 | 4/5/13 | 8 | % | 78,500 | -35,268 | - | - | - | - | -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 | 80,000 | -6 | ||||||||||||||
8/31/11 | 8/31/13 | 5 | % | 10,000 | -4,286 | 10,000 | - | 10,000 | 1,175 | -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 | - | - | - | - | 379 | -9 | ||||||||||||||
3/14/12 | 2/10/14 | 10 | % | 5,500 | - | 472 | - | 472 | 120 | -10 | ||||||||||||||
2/10/12 | 2/10/14 | 10 | % | 39,724 | - | 2,743 | - | 2,743 | 3,227 | -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 | ||||||||||||||
1/18/14 | 10 | % | 84,500 | -58,720 | - | - | - | - | - | -13 | ||||||||||||||
1/18/14 | 10 | % | 30,500 | - | - | - | - | - | - | -13 | ||||||||||||||
1/18/14 | 10 | % | 95,000 | - | - | - | - | - | - | -13 | ||||||||||||||
4/8/13 | 4/14/13 | 9.9 | % | 20,000 | -13,333 | 20,000 | -3,334 | 16,666 | 1,440 | -14 | ||||||||||||||
$ | 526,910 | $ | 523,576 | $ | 128,514 | |||||||||||||||||||
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 | 6 Months Ended | |
Jun. 30, 2014 | ||
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 is presented on the face of the Statement of Stockholders’ Deficit for the three and six months ended June 30, 2014. More information on the significant components of the amounts presented for the three and six months ended June 30, 2014 and 2013 follows: | ||
For the three and six months ended June 30, 2014 and 2013, the Company converted $13,500, and $27,000, respectively, employee compensation payable. This amounted to 2,920,849 and 88,243 shares of restricted common stock for the six months ended June 30, 2014 and 2013, respectively. For additional information see Note 7. RELATED PARTIES - Equity based compensation to employee | ||
Pursuant to a consulting agreement for business advisory services for the three and six months ended June 30, 2013, the Company issued 35,236 and 68,032 shares of restricted stock, respectively, for $7,200 and $68,032 services, respectively. The stock conversion price under the agreement was calculated as a weighted average for the month the services were granted at a 30% discount. 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 during the three months ended March 30, 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. | ||
INCOME_TAXES
INCOME TAXES | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
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 three months ended: | |||||||||
June 30, 2014 | June 30, 2013 | ||||||||
Current taxes | |||||||||
Federal | $ | — | $ | — | |||||
State | — | — | |||||||
Current taxes | — | — | |||||||
Change in deferred taxes | — | -29,725 | |||||||
Change in valuation allowance | — | 29,269 | |||||||
Provision for income tax expense | $ | — | $ | -456 | |||||
The components of the provision for income tax expense are as follows for the six months ended: | |||||||||
June 30, 2014 | June 30, 2013 | ||||||||
Current taxes | |||||||||
Federal | $ | — | $ | — | |||||
State | — | — | |||||||
Current taxes | — | — | |||||||
Change in deferred taxes | -39,550 | -35,292 | |||||||
Change in valuation allowance | 39,594 | 38,619 | |||||||
Provision for income tax expense | $ | 44 | $ | 3,327 | |||||
The following is a summary of the significant components of the Company’s deferred tax assets and liabilities at June 30, 2014: | |||||||||
Deferred tax assets: | |||||||||
Equity based compensation | $ | 97,276 | |||||||
Allowance for doubtful accounts | 12,920 | ||||||||
Net operating loss carryforward | 1,094,012 | ||||||||
On-line training certificate reserve | 1,071 | ||||||||
Total deferred tax assets | 1,205,278 | ||||||||
Valuation allowance | -1,202,715 | ||||||||
Deferred tax assets net of valuation allowance | 2,563 | ||||||||
Less deferred tax assets – non-current, net of valuation allowance | 2,330 | ||||||||
Deferred tax assets – current, net of valuation allowance | $ | 233 | |||||||
The effective tax rate used for calculation of the deferred taxes as of June 30, 2014 was 34%. The Company has established a valuation allowance against deferred tax assets of $1,205,278 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 six months ended are as follows: | |||||||||
June 30, 2014 | June 30, 2013 | ||||||||
Statutory tax rate | — | % | — | % | |||||
Increase (decrease) in rates resulting from: | |||||||||
Net operating loss carryforward or carryback | -35 | % | -12 | % | |||||
Equity based compensation and loss | — | % | 7 | % | |||||
Book/tax depreciation and amortization differences | — | % | — | % | |||||
Change in valuation allowance | 36 | % | 5 | % | |||||
Other | — | % | — | % | |||||
Effective tax rate | 1 | % | — | % | |||||
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. | |||||||||
AUTHORIZATION_OF_PREFERRED_STO
AUTHORIZATION OF PREFERRED STOCK | 6 Months Ended | ||
Jun. 30, 2014 | |||
Disclosure Text Block Supplement [Abstract] | ' | ||
Preferred Stock [Text Block] | ' | ||
15 | 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 June 30, 2014, and 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 have approximately 93% of the combined voting power of the Common Stock and Series A Convertible 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 | 6 Months Ended | ||
Jun. 30, 2014 | |||
Commitments and Contingencies Disclosure [Abstract] | ' | ||
Legal Matters and Contingencies [Text Block] | ' | ||
16 | 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. 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, which was the excess of the estimated settlement amount less the actual settlement. 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 probable 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 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. See Note 23. SUBSEQUENT EVENTS for settlement of this case, and as a result of knowledge of settlement amount, the Company recorded a $14,850 settlement loss reflected as a component of accounts payable and accrued liabilities as of June 30, 2014. | |||
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. On June 23, 2014, this case was dismissed with prejudice as to all claims, counterclaims, and third party claims with all parties to bear their own respective attorneys’ fees and costs. | |||
JOINT_VENTURE_EQUITY_EXCHANGE_
JOINT VENTURE EQUITY EXCHANGE AGREEMENT | 6 Months Ended | |
Jun. 30, 2014 | ||
Equity Method Investments and Joint Ventures [Abstract] | ' | |
Equity Method Investments Disclosure [Text Block] | ' | |
17 | 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 three and six months ended June 30, 2014 and 2013, and Accounts Receivable balances at June 30, 2014, and December 31, 2013. 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. Since inception of the Agreement PDC has reported pre-tax net losses. Therefore, to-date there has been no profit sharing due the Company under the agreement. | ||
CHANGE_IN_CAPITAL_STRUCTURE
CHANGE IN CAPITAL STRUCTURE | 6 Months Ended | ||
Jun. 30, 2014 | |||
Stockholders' Equity Note [Abstract] | ' | ||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||
18 | 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 three and six months ended June 30, 2013 to reflect the change in the number of shares, as well as throughout the Note disclosures, as applicable. | |||
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 | 6 Months Ended | |
Jun. 30, 2014 | ||
Equity Incentive Plan [Abstract] | ' | |
Equity Incentive Plan [Text Block] | ' | |
19 | 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 | 6 Months Ended | |
Jun. 30, 2014 | ||
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] | ' | |
20 | 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 were to 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 and $2,250 of the $75,100 bonuses, or 37,038 and 1,854 shares, were awarded to the Chief Executive Officer and the related party employee, respectively. The Company accrued operating expense ratably from the time of the awards through May 2, 2013, when vested. Of the 61,852 vested shares, only 5,185 have been issued to-date. The rest are reflected in shares payable balance on the Statement of Stockholders’ Deficit and the Balance Sheet. | ||
STRATEGIC_ALLIANCE_AGREEMENT
STRATEGIC ALLIANCE AGREEMENT | 6 Months Ended | ||
Jun. 30, 2014 | |||
Strategic Alliance Agreement [Abstract] | ' | ||
Strategic Alliance Agreement [Text Block] | ' | ||
21 | 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 recognized the operating expense ratably over the twelve month vesting term with corresponding entry to shares payable. For the three and six months ended June 30, 2013, the Company recognized $667 and $6667, respectively, as operating expense under the agreement. As of June 30, 2014, none of the 494 shares have been paid out and are reflected in shares payable balance on the Statement of Stockholders’ Deficit and the Balance Sheet. | |||
INTEREST_EXPENSE_NONRELATED_PA
INTEREST EXPENSE NON-RELATED PARTIES AND OTHER EXPENSE (INCOME), NET | 6 Months Ended |
Jun. 30, 2014 | |
Interest Income (Expense), Net [Abstract] | ' |
Other Income and Other Expense Disclosure [Text Block] | ' |
22. INTEREST EXPENSE NON-RELATED PARTIES AND OTHER EXPENSE (INCOME), NET | |
For the three months ended June 30, 2014, non-related parties interest expense of $11,700 is comprised of $11,565 interest on convertible debentures and $135 other interest. For the three months ended June 30, 2013, non-related parties interest expense of $56,200 is comprised of $55,200 interest on convertible debentures and approximately $290 other interest. | |
For the six months ended June 30, 2014, non-related parties interest expense of $25,252 is comprised of $24,486 interest on convertible debentures and $766 other interest. For the six months ended June 30, 2013, non-related parties interest expense of $125,050 is comprised of $123,620 interest on convertible debentures and $1,430 other interest. | |
For the three months ended June 30, 2014, $39,342 other expense, net is comprised primarily of $24,486 loss on disposal of fixed assets, $14,850 loss on convertible debenture settlement, and $6 other expense, net of individually insignificant items. For the three months ended June 30, 2013, $120,402 other income, net is comprised primarily of approximately $50,000 sales commission, $47,500 return and retirement of year end 2012 stock bonuses granted to certain consultants, and approximately $22,000 royalty income on licensed patents. | |
For the six months ended June 30, 2014, $2,604 other expense, net is comprised primarily of $31,463 write off of accrued legal expense from prior years resulting from resolution of overbilling as identified by Company, $5,144 royalty income on licensed patents, $24,486 loss on disposal of fixed assets, $14,850 loss on convertible debenture settlement, and $125 other income, net of individually insignificant items. For the six months ended June 30, 2013, $28,624 other income, net is comprised primarily of $93,826 loss on extinguishment of convertible debenture, and offset by approximately $72,000 royalty income on licensed patents, $47,500 return and retirement of year end 2012 stock bonuses granted to certain consultants, and approximately $3,000 other income, net of individually insignificant items. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | ||
Jun. 30, 2014 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events [Text Block] | ' | ||
23 | SUBSEQUENT EVENTS | ||
On July 1, 2014, the court granted dismissal of the final remaining complaint asserted by UBS as referenced in Note 16. COMMITMENTS AND CONTINGENCIES. Associated with the dismissal, the Company reversed in the third quarter of 2014, related prepaid inventory and convertible debenture (ref 3) resulting in a loss on settlement of $14,850, which was accrued as of June 30, 2014. | |||
On July 31, 2014, Mr. Alexander F. Purdon, was issued 834,061 shares of restricted common stock in lieu of cash for $4,500 employee compensation for the month of July 2014. The number of shares issued was based on the weighted average share price during the month. | |||
Conversions of debentures to shares of common stock occurred subsequent to June 30, 2014. 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 July 2, 2014 the lender converted $1,705 of its debenture to 897,368 shares. | |||
On August 12, 2014, the lender converted $2,580 of its debenture to 1,172,727 shares. | |||
Ref (14) lender – | |||
On July 3, 2014, the lender converted $3,142 of its debenture to 2,276,812 shares. | |||
On July 25, 2014, the lender converted $3,327 of its debenture to 1,680,348 shares. | |||
On July 15, 2014, the Company was provided a 90 Day Lease Termination notice from its Landlord as allowed and in accordance with terms of its lease agreement whereby either party can provide 90-day notice terminating lease. Accordingly, the Company must vacate the premises by October 15, 2014, and does not anticipate any issues in vacating. The Company is currently in process of locating a suitable facility for relocation of its headquarters and operations. | |||
DESCRIPTION_OF_BUSINESS_AND_SU1
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
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 2013 financial statement amounts to conform to the 2014 financial statement presentation. Effective July 15, 2013 the Company effectuated a reverse stock split (1 -for- 1,350). See Note 18. 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 in 2014. We have had a working capital deficit since 2009. | |
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. Neither endeavor did or has generated profit or positive cash-flow. Therefore, 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 17. 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 operational cash flow will be sufficient to fund presently anticipated operations beyond the third 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 (credit) expense incurred for the three months ended June 30, 2014 and 2013, was $292 and $5,889, respectively. Advertising and trade show expense incurred for the six months ended June 30, 2014, and 2013, was $620 and $33,161, 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 components of other 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. | |
For the three and six months ended June 30, 2014 and 2013, the Company compensated and/or converted all accrued payroll to stock for one related party employee. In addition, for the three and six months ended June 30, 2014 and 2013, the Company transacted stock-based compensation transactions as follows: 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; 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; 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 20. EQUITY BASED INCENTIVE/RETENTION BONUSES, and Note 21. 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. 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. | |
At June 30, 2014, and December 31, 2013, 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 June 30, 2014, and December 31, 2013, or $475,336, and $516,800, 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 when discount is not fully accreted. | |
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 six months ended June 30, 2014, and 2013, 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) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory, Current [Table Text Block] | ' | |||||||
Inventory consists of the following as of: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Raw materials | $ | 287,879 | $ | 317,187 | ||||
Work in process | — | — | ||||||
Finished goods | 407,816 | 418,739 | ||||||
$ | 695,692 | $ | 735,926 | |||||
FURNITURE_FIXTURES_AND_EQUIPME1
FURNITURE, FIXTURES, AND EQUIPMENT (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Furniture, fixtures, and equipment consists of the following as of: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Furniture, fixtures, vehicles and equipment | $ | 171,928 | $ | 204,896 | ||||
Less: accumulated depreciation and amortization | -111,393 | -128,631 | ||||||
$ | 60,535 | $ | 76,265 | |||||
RELATED_PARTIES_TRANSACTIONS_T
RELATED PARTIES TRANSACTIONS (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Schedule of Related Party Transactions [Table Text Block] | ' | |||||||
Notes payable – related parties consists of the following at June 30, 2014: | ||||||||
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 | $ | 63,750 | ||||||
Less amounts due within one year | 63,750 | |||||||
Long-term portion of notes payable | $ | — | ||||||
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 | $ | — | ||||||
Schedule Of Related Party Principal Payments [Table Text Block] | ' | |||||||
As of June 30, 2014, principal payments on the notes payable – related parties are as follows: | ||||||||
2014 | $ | 63,750 | ||||||
2015 | — | |||||||
2016 | — | |||||||
2017 | — | |||||||
2018 | — | |||||||
Thereafter | — | |||||||
$ | 63,750 | |||||||
Schedule Of Other Liabilities And Accrued Interest Related Party [Table Text Block] | ' | |||||||
Other liabilities and accrued interest– related parties consists of the following at: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Year-end 2012 bonus payable to Chief Executive Officer | $ | 67,000 | $ | 67,000 | ||||
Year-end 2012 bonus payable to employee | 17,500 | 17,500 | ||||||
Accrued interest on note payable non-employee Board of Director | 6,009 | — | ||||||
Due to Principals of Carleigh Rae Corp., net | 6,017 | 6,017 | ||||||
$ | 96,526 | $ | 90,517 | |||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Notes Payable Disclosure [Abstract] | ' | ||||
Schedule Of Notes Payable [Table Text Block] | ' | ||||
Notes payable consists of the following as of June 30, 2014: | |||||
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. | $ | 9,114 | |||
Less amounts due within one year | 9,114 | ||||
Long-term portion of 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 | |||
Schedule Of Principal Payments On Notes Payable [Table Text Block] | ' | ||||
As of June 30, 2014, principal payments on the notes payable are as follows: | |||||
2014 | $ | 6,349 | |||
2015 | 2,765 | ||||
2016 | — | ||||
2017 | — | ||||
2018 | — | ||||
Thereafter | — | ||||
$ | 9,114 | ||||
CONVERTIBLE_DEBENTURES_Tables
CONVERTIBLE DEBENTURES (Tables) | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Convertible Debentures [Abstract] | ' | |||||||||||||||||||||||
Schedule Of Convertible Debentures [Table Text Block] | ' | |||||||||||||||||||||||
Convertible debentures consist of the following at June 30, 2014: | ||||||||||||||||||||||||
Origination | Maturity | Interest | Origination | Origination | Period End | Period End | Period End | Accrued | Ref. | |||||||||||||||
Date | Date | Rate | Principal | Discount | Principal | Discount | Balance, | Interest | ||||||||||||||||
Balance | Balance | Balance | Balance | Net | Balance | |||||||||||||||||||
11/27/10 | 5/27/11 | 10 | % | 125,000 | -53,571 | $ | 58,750 | - | $ | 58,750 | $ | 25,889 | -2 | |||||||||||
1/7/11 | 11/11/11 | 5 | % | 76,000 | -32,571 | 48,000 | - | 48,000 | 9,150 | -3 | ||||||||||||||
8/8/12 | 5/2/13 | 8 | % | 42,500 | -27,172 | - | - | - | - | -4 | ||||||||||||||
10/31/12 | 8/2/13 | 8 | % | 78,500 | -50,189 | 47,860 | - | 47,860 | 10,255 | -4 | ||||||||||||||
5/3/11 | 5/5/12 | 5 | % | 300,000 | -206,832 | 300,000 | - | 300,000 | 95,000 | -6 | ||||||||||||||
8/31/11 | 8/31/13 | 5 | % | 10,000 | -4,286 | 10,000 | - | 10,000 | 1,427 | -7 | ||||||||||||||
2/2/12 | 10 | % | See ref (9) for Discussion | - | - | 379 | -9 | |||||||||||||||||
3/14/12 | 2/10/14 | 10 | % | 5,500 | - | 472 | - | 472 | 144 | -10 | ||||||||||||||
2/10/12 | 2/10/14 | 10 | % | 39,724 | - | 2,743 | - | 2,743 | 3,365 | -11 | ||||||||||||||
4/8/13 | 4/14/13 | 9.9 | % | 20,000 | -13,333 | 7,511 | - | 7,511 | 2,357 | -14 | ||||||||||||||
$ | 475,336 | $ | 475,336 | $ | 147,966 | |||||||||||||||||||
Reference numbers in right hand column of table entitled Ref. refer to paragraphs with corresponding number that immediately follow the next paragraph. The referenced paragraphs also support the December 31, 2013 table, which appears at the end of this Note. Therefore, it is appropriate that some of the number references do not appear in the table above (i.e. Ref. 1). | ||||||||||||||||||||||||
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 recognized 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. 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 in exchange for convertible debenture 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 was 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 was no assurance of success and the invention was still in design and pre-prototype phase, the Company recorded the initial net value of the debenture, $71,483, as research and development expense during the year ended 2010. Both parties agreed to confidentiality regarding the invention during the pre-prototype stage. In addition, the Company 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 was to 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 Closings were to be for $11,750 and occur in 30 day increments after the second Closing. This was to 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 shares of restricted common stock. The lender at their option could 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 16. 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 in 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 could 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 granted a lower price for common stock purchase or conversion to anyone else during the term of the agreement, the lender’s conversion price would be adjusted downward to the same. The lender could not convert an amount greater than 4.99% of the outstanding common stock at any one time. The Company could have prepaid 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 was a $2,000 per day penalty for not timely delivering shares upon conversion notice. 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 $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. By December 31, 2013, the lender had 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 could have converted 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 could have converted 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. During the three and six months ended June 30, 2014, the lender converted $28,975 and $30,640, respectively, of the convertible debenture to shares of common 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. | ||||||||||||||||||||||||
-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. Since that date the lender has not purchased or converted any shares pursuant to the sale/assignment agreement. | ||||||||||||||||||||||||
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 June 30, 2014 and December 31, 2013, the lender had assigned a cumulative $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 in the year ended December 31, 2012. | |||||||||||||||||||||||
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. As of June 30, 2014, the lender still held the third debenture with original principal balance of $39,724 with net book value of $2,743. | ||||||||||||||||||||||||
-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 convertible 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 balance on these two new convertible 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. During the three and six months ended June 30, 2014, the lender converted $12,489 and $12,489, respectively, of the convertible debenture to shares of common 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. | |||||||||||||||||||||||
Convertible debentures consist of the following at December 31, 2013: | ||||||||||||||||||||||||
Origination | Maturity Date | Interest Rate | Origination Principal Balance | Origination Discount Balance | Period End Principal Balance | Period End Discount Balance | Period End Balance, Net | Accrued Interest Balance | Ref. | |||||||||||||||
Date | ||||||||||||||||||||||||
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 | 22,949 | -2 | ||||||||||||||
1/7/11 | 11/11/11 | 5 | % | 76,000 | -32,571 | 48,000 | - | 48,000 | 7,950 | -3 | ||||||||||||||
2/10/11 | 1/14/12 | 8 | % | 42,500 | -42,500 | - | - | - | - | -4 | ||||||||||||||
9/12/11 | 6/14/12 | 8 | % | 37,500 | -37,500 | - | - | - | - | -4 | ||||||||||||||
12/19/11 | 9/21/12 | 8 | % | 37,500 | -37,500 | - | - | - | - | -4 | ||||||||||||||
8/8/12 | 5/2/13 | 8 | % | 42,500 | -27,172 | 8,445 | - | 8,445 | 3,949 | -4 | ||||||||||||||
10/31/12 | 8/2/13 | 8 | % | 78,500 | -50,189 | 78,500 | - | 78,500 | 7,325 | -4 | ||||||||||||||
7/2/12 | 4/5/13 | 8 | % | 78,500 | -35,268 | - | - | - | - | -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 | 80,000 | -6 | ||||||||||||||
8/31/11 | 8/31/13 | 5 | % | 10,000 | -4,286 | 10,000 | - | 10,000 | 1,175 | -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 | - | - | - | - | 379 | -9 | ||||||||||||||
3/14/12 | 2/10/14 | 10 | % | 5,500 | - | 472 | - | 472 | 120 | -10 | ||||||||||||||
2/10/12 | 2/10/14 | 10 | % | 39,724 | - | 2,743 | - | 2,743 | 3,227 | -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 | ||||||||||||||
1/18/14 | 10 | % | 84,500 | -58,720 | - | - | - | - | - | -13 | ||||||||||||||
1/18/14 | 10 | % | 30,500 | - | - | - | - | - | - | -13 | ||||||||||||||
1/18/14 | 10 | % | 95,000 | - | - | - | - | - | - | -13 | ||||||||||||||
4/8/13 | 4/14/13 | 9.9 | % | 20,000 | -13,333 | 20,000 | -3,334 | 16,666 | 1,440 | -14 | ||||||||||||||
$ | 526,910 | $ | 523,576 | $ | 128,514 | |||||||||||||||||||
Reference numbers in right hand column of table entitled Ref. refer to paragraphs above the table. | ||||||||||||||||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
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 three months ended: | |||||||||
June 30, 2014 | June 30, 2013 | ||||||||
Current taxes | |||||||||
Federal | $ | — | $ | — | |||||
State | — | — | |||||||
Current taxes | — | — | |||||||
Change in deferred taxes | — | -29,725 | |||||||
Change in valuation allowance | — | 29,269 | |||||||
Provision for income tax expense | $ | — | $ | -456 | |||||
The components of the provision for income tax expense are as follows for the six months ended: | |||||||||
June 30, 2014 | June 30, 2013 | ||||||||
Current taxes | |||||||||
Federal | $ | — | $ | — | |||||
State | — | — | |||||||
Current taxes | — | — | |||||||
Change in deferred taxes | -39,550 | -35,292 | |||||||
Change in valuation allowance | 39,594 | 38,619 | |||||||
Provision for income tax expense | $ | 44 | $ | 3,327 | |||||
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 June 30, 2014: | |||||||||
Deferred tax assets: | |||||||||
Equity based compensation | $ | 97,276 | |||||||
Allowance for doubtful accounts | 12,920 | ||||||||
Net operating loss carryforward | 1,094,012 | ||||||||
On-line training certificate reserve | 1,071 | ||||||||
Total deferred tax assets | 1,205,278 | ||||||||
Valuation allowance | -1,202,715 | ||||||||
Deferred tax assets net of valuation allowance | 2,563 | ||||||||
Less deferred tax assets – non-current, net of valuation allowance | 2,330 | ||||||||
Deferred tax assets – current, net of valuation allowance | $ | 233 | |||||||
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 | |||||||
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 six months ended are as follows: | |||||||||
June 30, 2014 | June 30, 2013 | ||||||||
Statutory tax rate | — | % | — | % | |||||
Increase (decrease) in rates resulting from: | |||||||||
Net operating loss carryforward or carryback | -35 | % | -12 | % | |||||
Equity based compensation and loss | — | % | 7 | % | |||||
Book/tax depreciation and amortization differences | — | % | — | % | |||||
Change in valuation allowance | 36 | % | 5 | % | |||||
Other | — | % | — | % | |||||
Effective tax rate | 1 | % | — | % | |||||
DESCRIPTION_OF_BUSINESS_AND_SU2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Marketing and Advertising Expense | $292 | $5,889 | $620 | $33,161 | ' |
Percentage Of Minimum Deposit For Custom and Large Tank Fill Systems | ' | ' | 50.00% | ' | ' |
Percentage Of Restocking Fees | ' | ' | 15.00% | ' | ' |
Period End Principal Balance | $475,336 | ' | $475,336 | ' | $526,910 |
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 $) | Jun. 30, 2014 | Dec. 31, 2013 |
Inventory [Line Items] | ' | ' |
Raw materials | $287,879 | $317,187 |
Work in process | 0 | 0 |
Finished goods | 407,816 | 418,739 |
Inventory | $695,695 | $735,926 |
PREPAID_EXPENSES_AND_OTHER_CUR1
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details Textual) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Prepaid Expense and Other Assets, Current [Line Items] | ' | ' |
Prepaid expenses and other current assets | $146,211 | $109,523 |
Prepaid Inventory | 114,115 | 94,990 |
Prepaid Insurance | 17,741 | 14,141 |
Prepaid Subcontract Labor Charges | 13,493 | ' |
Other Assets, Current | $862 | $392 |
FURNITURE_FIXTURES_AND_EQUIPME2
FURNITURE, FIXTURES, AND EQUIPMENT (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Furniture, fixtures, vehicles and equipment | $171,928 | $204,896 |
Less: accumulated depreciation and amortization | -111,393 | -128,631 |
Furniture, fixtures, and equipment, net | $60,535 | $76,265 |
OTHER_ASSETS_Details_Textual
OTHER ASSETS (Details Textual) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Other Assets [Line Items] | ' | ' |
Other Assets, Noncurrent | $27,635 | $27,635 |
Refundable Deposits Assets Noncurrent | 2,895 | 2,895 |
Pompano Dive Center Llc [Member] | ' | ' |
Other Assets [Line Items] | ' | ' |
Other Assets, Noncurrent | $24,740 | $24,740 |
CUSTOMER_CREDIT_CONCENTRATIONS1
CUSTOMER CREDIT CONCENTRATIONS (Details Textual) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Customer Credit Concentrations [Line Items] | ' | ' | ' | ' |
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% | 10.00% |
Sales Revenue, Goods, Net [Member] | Related Party [Member] | ' | ' | ' | ' |
Customer Credit Concentrations [Line Items] | ' | ' | ' | ' |
Concentration Risk, Percentage | 35.94% | 42.22% | 45.81% | 35.09% |
RELATED_PARTIES_TRANSACTIONS_D
RELATED PARTIES TRANSACTIONS (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' |
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. | $63,750 | $49,702 |
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. | 63,750 | 77,917 |
Due to Employees, Current | ' | 127,619 |
Less amounts due within one year | 63,750 | 127,619 |
Long-term portion of notes payable | $0 | $0 |
RELATED_PARTIES_TRANSACTIONS_D1
RELATED PARTIES TRANSACTIONS (Details 1) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' |
2014 | $63,750 | ' |
2015 | 0 | ' |
2016 | 0 | ' |
2017 | 0 | ' |
2018 | 0 | ' |
Thereafter | 0 | ' |
Due to Officers or Stockholders | $63,750 | $49,702 |
RELATED_PARTIES_TRANSACTIONS_D2
RELATED PARTIES TRANSACTIONS (Details 2) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' |
Year-end 2012 bonus payable to Chief Executive Officer | $67,000 | $67,000 |
Year-end 2012 bonus payable to employee | 17,500 | 17,500 |
Accrued interest on note payable non-employee Board of Director | 6,009 | 0 |
Due to Principals of Carleigh Rae Corp., net | 6,017 | 6,017 |
Other liabilities - related parties | $96,526 | $90,517 |
RELATED_PARTIES_TRANSACTIONS_D3
RELATED PARTIES TRANSACTIONS (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||||
Oct. 30, 2013 | Jul. 31, 2014 | Dec. 23, 2013 | Nov. 30, 2013 | Apr. 21, 2011 | Sep. 24, 2010 | Aug. 22, 2007 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 20, 2012 | Mar. 03, 2009 | Apr. 30, 2011 | Dec. 31, 2013 | Jun. 11, 2012 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Feb. 23, 2013 | 13-May-13 | Jun. 30, 2014 | Jun. 30, 2013 | Nov. 01, 2012 | Nov. 02, 2012 | Feb. 23, 2013 | Nov. 30, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | 13-May-13 | Jun. 30, 2014 | Dec. 31, 2013 | Oct. 30, 2013 | |
Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Brownies Southport Divers Inc + Palm Beach Divers + Brownies Yacht Toys [Member] | Brownies Southport Divers Inc + Palm Beach Divers + Brownies Yacht Toys [Member] | Brownies Southport Divers Inc + Palm Beach Divers + Brownies Yacht Toys [Member] | Brownies Southport Divers Inc + Brownie Palm Beach Divers + Brownies Yacht Toys [Member] | 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] | Pompano Dive Center [Member] | Pompano Dive Center [Member] | Pompano Dive Center [Member] | Mikkel Pitzner [Member] | Related Party [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] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Board of Directors [Member] | Board of Directors [Member] | Board of Directors [Member] | |||||||||||||||||
Restricted Stock [Member] | Common Stock [Member] | Mikkel Pitzner [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue, Net | ' | ' | ' | ' | ' | ' | ' | $865,124 | $592,635 | ' | $1,453,508 | $1,181,298 | ' | ' | ' | ' | $14,815 | ' | ' | $250,228 | $487,231 | $414,473 | $265,490 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable, Related Parties | ' | ' | ' | ' | ' | ' | ' | 607 | ' | ' | 607 | ' | 70,823 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,414 | 11,926 | 4,799 | 6,116 | 17,042 | 3,047 | 20,187 | ' | 20,187 | ' | 14,029 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Purchases from Related Party | ' | ' | ' | ' | ' | 25,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities, Noncurrent | ' | ' | ' | ' | ' | 8,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Restrictions On Common Stock | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Compensation Expense | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,500 | ' | ' | ' | ' | ' | ' | ' |
Amortization Of Prepaid Equity Based Compensation Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 137,494 | 500,004 | 137,494 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Compensation Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 137,494 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,801 | ' | ' | ' | ' | ' | ' |
Declaration Of Bonus | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,667 | ' | ' | ' | ' | 129,500 | ' |
Operating Expenses | ' | ' | ' | ' | ' | ' | ' | 158,945 | 350,107 | ' | 339,291 | 927,380 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase In Payment Of Salary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,667 | ' | ' | ' | 7,144 | ' | ' |
Sales Revenue, Goods, Net | ' | ' | ' | ' | ' | ' | ' | 549,054 | 337,346 | ' | 781,373 | 760,627 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,133 | 5,061 | 6,212 | 6,198 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | 2,276,812 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 370,371 | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 565,689 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Terms OF License Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '$2.00 per licensed product sold, rates increasing 5% annually. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due To Officers Or Stockholders | ' | ' | ' | ' | ' | ' | ' | 63,750 | ' | ' | 63,750 | ' | 49,702 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,702 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,802,565 | ' | ' | 5,185 | ' | ' | 75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | $0.03 | ' | ' | ' | ' | ' | ' | ' | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,500 | 9,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled Compensation Related Party | ' | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,500 | 27,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled Stock Payable To Board Of Directors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,917 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Paid In Capital, Common Stock | ' | ' | ' | ' | ' | ' | ' | 8,555,192 | ' | ' | 8,555,192 | ' | 8,478,092 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 428,578 | ' | ' | ' | ' |
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 | 45,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Employee-Related Liabilities, Current | ' | ' | ' | ' | ' | ' | ' | 42,512 | ' | ' | 42,512 | ' | 50,910 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 166,667 | ' | 261,904 | ' | ' | ' | ' |
Stock Incentive Bonus Value Of Shares Awarded | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000 | 61,852 | 37,037 | 37,038 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Secured Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,000 |
Stock Incentive Bonus Value Of Shares Reserved | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,150 | ' | ' | ' | ' | ' | ' | ' | ' | 17,500 | ' |
Restricted Shares Of Common Stock Fair Market Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 73,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Returned For Forgiveness Of Bod Fees | ' | ' | ' | ' | ' | ' | ' | 14,406 | 5,917 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Portion Of Stock Due Back For Forgiveness Of Bod Fees | ' | ' | ' | ' | ' | ' | ' | 1,383 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issuable During Period Shares Share Based Compensation | ' | ' | ' | 1,852 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Value Payable During Period Shares Share Based Compensation | ' | ' | ' | $2,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ASSET_PURCHASE_Details_Textual
ASSET PURCHASE (Details Textual) (USD $) | 1 Months Ended | 6 Months Ended |
Dec. 23, 2013 | Jun. 30, 2014 | |
Assets Purchase [Line Items] | ' | ' |
Lease Expiration Date | ' | 31-May-14 |
Prior Notice Period For Renewal Of Lease | ' | '90 years |
Operating Leases, Rent Expense | $3,200 | ' |
Asset Purchase Price Under Purchase Agreement | ' | 22,500 |
Asset Purchase Price Amount Paid | ' | 9,643 |
Asset Purchase Price Remaining Balance | ' | $12,857 |
ACCOUNTS_PAYABLE_AND_ACCRUED_L1
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Textual) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Accounts Payable and Accrued Liabilities [Line Items] | ' | ' |
Accounts Payable and Accrued Liabilities | $507,951 | $517,058 |
Accounts Payable, Trade, Current | 209,048 | 245,672 |
Employee-related Liabilities, Current | 42,512 | 50,910 |
Accrued Payroll Taxes, Current | 43,249 | 42,093 |
Accrued Interest Current | 153,292 | 133,383 |
Accrued Bonuses, Current | 45,000 | 45,000 |
Loss On Convertible Debenture | $14,850 | ' |
OTHER_LIABILITIES_Details_Text
OTHER LIABILITIES (Details Textual) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Other Liabilities [Line Items] | ' | ' |
Other liabilities | $250,916 | $252,009 |
Short-term Bank Loans and Notes Payable | 12,857 | 12,857 |
Online Training Liability | 3,059 | 3,169 |
Foreclosure Liability | 235,000 | ' |
Online Training Liability Historical Redemption Rate | 10.00% | ' |
Proceeds Towards Settlement Of Convertible Debentures | 200,000 | ' |
Short-term Debt | 235,000 | 235,000 |
Miscellaneous Liabilities | ' | $983 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ' | ' |
Less amounts due within one year | $9,114 | $12,540 |
Long-term portion of notes payable | 0 | 2,765 |
Promissory Note Payable Unsecured [Member] | ' | ' |
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ' | ' |
Notes Payable | 9,114 | 15,305 |
Less amounts due within one year | 9,114 | 12,540 |
Long-term portion of notes payable | $0 | $2,765 |
NOTES_PAYABLE_Details_1
NOTES PAYABLE (Details 1) (Notes Payable [Member], USD $) | Jun. 30, 2014 |
Notes Payable [Member] | ' |
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ' |
2014 | $6,349 |
2015 | 2,765 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
Thereafter | 0 |
Notes Payable | $9,114 |
NOTES_PAYABLE_Details_Textual
NOTES PAYABLE (Details Textual) (Promissory Note Payable Unsecured [Member], USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
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 $) | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||
Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 10, 2012 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2012 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |
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 11/11/2011 [Member] | Convertible Debentures Maturity Date 11/11/2011 [Member] | Convertible Debentures Maturity Date 1/14/2011 [Member] | Convertible Debentures Maturity Date 6/14/2012 [Member] | Convertible Debentures Maturity Date 9/21/2012 [Member] | Convertible Debentures Maturity Date 5/2/2013 [Member] | Convertible Debentures Maturity Date 5/2/2013 [Member] | Convertible Debentures Maturity Date 8/2/2013 [Member] | Convertible Debentures Maturity Date 8/2/2013 [Member] | Convertible Debentures Maturity Date 4/5/2013 [Member] | Convertible Debentures Maturity Date 4/5/2013 [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 8/31/2013 [Member] | Convertible Debentures Maturity Date 8/31/2013 [Member] | Convertible Debentures Maturity Date 9/20/2011 [Member] | Convertible Debentures Maturity Date 2/10/2014 One [Member] | Convertible Debentures Maturity Date 2/10/2014 One [Member] | Convertible Debentures Maturity Date 2/10/2014 [Member] | Convertible Debentures Maturity Date 5/18/2014 [Member] | Convertible Debentures Maturity Date 7/17/2014 [Member] | Convertible Debentures Maturity Date 11/8/2014 [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 Three [Member] | Convertible Debentures Maturity Date 2/10/2014 Three [Member] | Convertible Debentures Maturity Date 3/9/2014 [Member] | Convertible Debentures Maturity Date 4/4/2011 [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 Maurity Date 4/14/2013 [Member] | Convertible Debentures Maurity Date 4/14/2013 [Member] | |||
Convertible Debentures [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Origination Date | ' | ' | 4-Oct-10 | 27-Nov-10 | 27-Nov-10 | 7-Jan-11 | 7-Jan-11 | 10-Feb-11 | 12-Sep-11 | 19-Dec-11 | 8-Aug-12 | 8-Aug-12 | 31-Oct-12 | 31-Oct-12 | 2-Jul-12 | ' | 9-Mar-11 | 3-May-11 | 3-May-11 | 31-Aug-11 | 31-Aug-11 | ' | ' | 8-Sep-11 | 2-Feb-12 | 10-Feb-14 | 10-Feb-14 | 18-May-14 | 17-Jul-14 | 8-Nov-14 | 14-Mar-12 | 14-Mar-12 | 10-Feb-12 | 10-Feb-12 | 9-Mar-12 | 4-Oct-10 | ' | ' | ' | 8-Apr-13 | 8-Apr-13 |
Maturity Date | ' | ' | 4-Apr-11 | 27-May-11 | 27-May-11 | 11-Nov-11 | 11-Nov-11 | 14-Jan-12 | 14-Jun-12 | 21-Sep-12 | 2-May-13 | 2-May-13 | 2-Aug-13 | 2-Aug-13 | 5-Apr-13 | ' | 9-Mar-12 | 5-May-12 | 5-May-12 | 31-Aug-13 | 31-Aug-13 | ' | ' | 20-Sep-11 | ' | ' | ' | 18-May-14 | 17-Jul-14 | 8-Nov-14 | 10-Feb-14 | 10-Feb-14 | 10-Feb-14 | 10-Feb-14 | 9-Mar-14 | 4-Apr-11 | 18-Jan-14 | 18-Jan-14 | 18-Jan-14 | 14-Apr-13 | 14-Apr-13 |
Interest Rate | ' | ' | 5.00% | 10.00% | 10.00% | 5.00% | 5.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ' | 10.00% | 5.00% | 5.00% | 5.00% | 5.00% | ' | ' | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 5.00% | 10.00% | 10.00% | 10.00% | 9.90% | 9.90% |
Origination Principal Balance | ' | ' | $20,635 | $125,000 | $125,000 | $76,000 | $76,000 | $42,500 | $37,500 | $37,500 | $42,500 | $42,500 | $78,500 | $78,500 | $78,500 | $125,000 | $50,000 | $300,000 | $300,000 | $10,000 | $10,000 | $16,347 | $16,347 | $39,724 | ' | $42,750 | $42,750 | $42,750 | $42,750 | $42,750 | $5,500 | $5,500 | $39,724 | $39,724 | $56,250 | $39,847 | $84,500 | $30,500 | $95,000 | $20,000 | $20,000 |
Origination Discount Balance | ' | ' | -20,635 | -53,571 | -53,571 | -32,571 | -32,571 | -42,500 | -37,500 | -37,500 | -27,172 | -27,172 | -50,189 | -50,189 | -35,268 | ' | -34,472 | -206,832 | -206,832 | -4,286 | -4,286 | ' | ' | -17,016 | ' | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -58,720 | 0 | 0 | -13,333 | -13,333 |
Period End Principal Balance | 475,336 | 526,910 | 0 | 58,750 | 58,750 | 48,000 | 48,000 | 0 | 0 | 0 | 0 | 8,445 | 47,860 | 78,500 | 0 | ' | 0 | 300,000 | 300,000 | 10,000 | 10,000 | ' | ' | 0 | ' | 0 | 0 | 0 | 0 | 0 | 472 | 472 | 2,743 | 2,743 | 0 | 0 | 0 | 0 | 0 | 7,511 | 20,000 |
Period End Discount Balance | ' | ' | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ' | 0 | 0 | 0 | 0 | 0 | ' | ' | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -3,334 |
Period End Debenture, Net Balance | 475,336 | 523,576 | 0 | 58,750 | 58,750 | 48,000 | 48,000 | 0 | 0 | 0 | 0 | 8,445 | 47,860 | 78,500 | 0 | ' | 0 | 300,000 | 300,000 | 10,000 | 10,000 | ' | ' | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 472 | 472 | 2,743 | 2,743 | 0 | 0 | 0 | 0 | 0 | 7,511 | 16,666 |
Debt Instrument, Increase, Accrued Interest | $147,966 | $128,514 | $0 | $25,889 | $22,949 | $9,150 | $7,950 | $0 | $0 | $0 | $0 | $3,949 | $10,255 | $7,325 | $0 | ' | $0 | $95,000 | $80,000 | $1,427 | $1,175 | ' | ' | $0 | $379 | $0 | $379 | $0 | $0 | $0 | $144 | $120 | $3,365 | $3,227 | $0 | $0 | $0 | $0 | $0 | $2,357 | $1,440 |
CONVERTIBLE_DEBENTURES_Details1
CONVERTIBLE DEBENTURES (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jul. 15, 2013 | Mar. 03, 2009 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Oct. 30, 2013 | Feb. 22, 2012 | Dec. 31, 2013 | Feb. 29, 2012 | Dec. 31, 2013 | Feb. 10, 2012 | Aug. 12, 2014 | Jul. 25, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2010 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Jun. 30, 2014 | Mar. 09, 2012 | Oct. 31, 2012 | Aug. 31, 2012 | Jul. 31, 2012 | Feb. 29, 2012 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 08, 2012 | Dec. 31, 2011 | Jun. 30, 2014 | Oct. 31, 2012 | Oct. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2014 | Dec. 31, 2011 | Mar. 09, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Mar. 09, 2011 | Mar. 09, 2011 | 3-May-11 | Dec. 31, 2013 | 3-May-11 | 3-May-11 | Jun. 30, 2014 | Dec. 31, 2013 | Feb. 29, 2012 | Jun. 30, 2014 | Dec. 31, 2013 | Nov. 30, 2012 | Jul. 31, 2012 | 31-May-12 | Feb. 29, 2012 | Jun. 30, 2014 | Dec. 31, 2013 | Feb. 10, 2012 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 18, 2013 | Jan. 18, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Apr. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Aug. 12, 2013 | Jan. 18, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 18, 2013 | Dec. 31, 2013 | Jan. 18, 2013 | Jun. 30, 2014 | Jan. 18, 2013 | Apr. 30, 2013 | Dec. 31, 2013 | Apr. 08, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | |
Convertible Debt One [Member] | Convertible Debt Two [Member] | Convertible Debt Two [Member] | Convertible Debt Two [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Convertible Debenture One [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 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 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 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 Eleven [Member] | Convertible Debenture Eleven [Member] | Convertible Debenture Twelve [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 Thirteen [Member] | Convertible Debenture Fourteen [Member] | Convertible Debenture Fourteen [Member] | Convertible Debenture Fourteen [Member] | Convertible Debenture Fourteen [Member] | Convertible Debenture Fourteen [Member] | |||||||||||
Convertible Debt One [Member] | Convertible Debt One [Member] | Convertible Debt One [Member] | Convertible Debt Two [Member] | Convertible Debt Two [Member] | Convertible Debt Two [Member] | Convertible Debt Three [Member] | Convertible Debt One [Member] | Convertible Debt 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 Three [Member] | Convertible Debt One [Member] | Convertible Debt One [Member] | Convertible Debt Two [Member] | Convertible Debt Two [Member] | Convertible Debt Three [Member] | Convertible Debt Three [Member] | Convertible Debt One [Member] | Convertible Debt Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $37,125 | ' | ' | ' | ' | ' | $37,125 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Beneficial Conversion Feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $53,517 | ' | ' | $32,571 | ' | ' | ' | ' | $27,172 | ' | ' | ' | ' | ' | ' | $42,500 | ' | ' | ' | $37,500 | ' | $37,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $39,724 | $39,724 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $58,720 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Royalty On Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20635.00% | ' | ' | ' | ' | ' | ' | ' | ' | 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 | ' | ' | 1,200 | 16,355 | ' | 1,579 | 15,599 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71,483 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,500 | ' | ' | ' | 11,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | 11,750 | 11,750 | 11,750 | ' | 5,500 | ' | 7,500 | 23,500 | 5,500 | ' | 39,724 | ' | ' | 16,000 | 56,250 | ' | 39,724 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 84,500 | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,268 | 42,500 | ' | 28,975 | 78,500 | 50,189 | ' | 30,640 | ' | ' | ' | ' | ' | ' | 300,000 | ' | 300,000 | ' | 4,286 | ' | ' | 17,025 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,211 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,333 | 12,489 | 12,489 |
Stock Issued During Period, Value, Restricted Stock Award, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 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 | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $337.50 | $472.50 | ' | ' | $337.50 | $472.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debenture Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,500 | ' | ' | ' | 78,500 | 78,500 | ' | ' | ' | ' | 78,500 | ' | ' | ' | 34,472 | ' | ' | ' | ' | 206,832 | ' | ' | ' | ' | ' | ' | 17,025 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debenture Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95,000 | ' | 30,500 | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | 125,000 | ' | ' | ' | ' | 20,635 | 125,000 | ' | 125,000 | 76,000 | ' | 76,000 | ' | ' | ' | ' | ' | ' | 42,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,500 | ' | ' | ' | 37,500 | ' | ' | 42,500 | 42,500 | ' | 78,500 | 78,500 | ' | ' | ' | ' | ' | 78,500 | 125,000 | ' | ' | 50,000 | 300,000 | ' | 300,000 | ' | ' | ' | ' | 16,347 | 10,000 | 16,347 | 10,000 | ' | ' | ' | 39,724 | ' | 95,000 | 95,000 | 30,500 | ' | ' | ' | 42,750 | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | ' | ' | 565,689 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,580 | 3,327 | 3,142 | 1,705 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 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 | ' | ' | ' | ' | $5 | ' | ' | ' | $0.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | 5,000,000,000 | ' | 5,000,000,000 | 5,000,000,000 | ' | 5,000,000,000 | ' | 5,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduced Share Price | ' | ' | ' | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | '1-for-1,350 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Principle Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,500 | 34,055 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 157,446 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 166,240 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Outstanding Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $170,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Accrued Interest Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EQUITY_BASED_COMPENSATION_FOR_1
EQUITY BASED COMPENSATION FOR CONSULTING, LEGAL, AND OTHER PROFESSIONAL SERVICES (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Equity Based Compensation [Line Items] | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | ' | 35,236 | ' | 68,032 |
Capital Second Commitment | ' | ' | ' | $500,000 | ' |
Adjustments To Additional Paid In Capital Conversion Of Employee Compensation Payable To Stock | 13,500 | 13,500 | ' | ' | ' |
Stock Issued During Period, Value, Issued for Services | ' | ' | 7,200 | ' | 68,032 |
Common Stock [Member] | ' | ' | ' | ' | ' |
Equity Based Compensation [Line Items] | ' | ' | ' | ' | ' |
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. | ' |
Adjustments To Additional Paid In Capital Conversion Of Employee Compensation Payable To Stock | 169 | 122 | ' | ' | ' |
Stock Issued During Period Shares Conversion Of Employee Compensation | 1,696,872 | 1,223,977 | ' | ' | ' |
Financial Strategic Advice [Member] | ' | ' | ' | ' | ' |
Equity Based Compensation [Line Items] | ' | ' | ' | ' | ' |
Initial Consulting Fee | ' | ' | ' | 25,000 | ' |
Further Capital Amount | ' | ' | ' | 5,000,000 | ' |
Consulting Fee Due To Obtain Second Commitment | ' | ' | ' | 500,000 | ' |
Consulting Fee Due To Obtain Third Commitment | ' | ' | ' | 50,000 | ' |
Capital Third Commitment | ' | ' | ' | 500,000 | ' |
Employee Compensation [Member] | ' | ' | ' | ' | ' |
Equity Based Compensation [Line Items] | ' | ' | ' | ' | ' |
Adjustments To Additional Paid In Capital Conversion Of Employee Compensation Payable To Stock | $13,500 | ' | ' | $27,000 | ' |
Employee Compensation [Member] | Common Stock [Member] | ' | ' | ' | ' | ' |
Equity Based Compensation [Line Items] | ' | ' | ' | ' | ' |
Stock Issued During Period Shares Conversion Of Employee Compensation | ' | ' | ' | 2,920,849 | 88,243 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Current taxes | ' | ' | ' | ' |
Federal | $0 | $0 | $0 | $0 |
State | 0 | 0 | 0 | 0 |
Current taxes | 0 | 0 | ' | ' |
Change in deferred taxes | 0 | -29,725 | -39,550 | -35,292 |
Change in valuation allowance | 0 | 29,269 | 39,594 | 38,619 |
Provision for income tax expense | $0 | ($456) | $44 | $3,327 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ' | ' |
Equity based compensation | $97,276 | $97,276 |
Allowance for doubtful accounts | 12,920 | 13,260 |
Depreciation and amortization timing differences | ' | 0 |
Net operating loss carryforward | 1,094,012 | 1,124,299 |
On-line training certificate reserve | 1,071 | 1,109 |
Total deferred tax assets | 1,205,278 | 1,235,944 |
Valuation allowance | -1,202,715 | -1,233,337 |
Deferred tax assets net of valuation allowance | 2,563 | 2,607 |
Less deferred tax assets - non-current, net of valuation allowance | 2,330 | 2,330 |
Deferred tax assets - current, net of valuation allowance | $233 | $277 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax [Line Items] | ' | ' |
Statutory tax rate | 0.00% | 0.00% |
Increase (decrease) in rates resulting from: | ' | ' |
Net operating loss carryforward or carryback | -35.00% | -12.00% |
Equity based compensation and loss | 0.00% | 7.00% |
Book/tax depreciation and amortization differences | 0.00% | 0.00% |
Change in valuation allowance | 36.00% | 5.00% |
Other | 0.00% | 0.00% |
Effective tax rate | 1.00% | 0.00% |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Income Tax [Line Items] | ' | ' |
Effective Tax Rate For Deferred Taxes | 34.00% | 34.00% |
Valuation allowance | $1,202,715 | $1,233,337 |
Percentage Of Reserve Against Allowance For Doubtful Accounts | 100.00% | 100.00% |
Deferred Tax Assets, Valuation Allowance, Percentage | 99.80% | 99.80% |
Deferred Tax Assets Reserve Percentage | 97.00% | 97.00% |
AUTHORIZATION_OF_PREFERRED_STO1
AUTHORIZATION OF PREFERRED STOCK (Details Textual) | 6 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2013 | 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 | ' | ' |
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 | 12 Months Ended | 1 Months Ended | |||||
Jun. 28, 2013 | Jan. 12, 2013 | Nov. 01, 2012 | Nov. 30, 2013 | Jul. 16, 2012 | Dec. 31, 2012 | 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 Judgment Amount and Interest Expense | ' | ' | ' | ' | ' | ' | ' | 1,123,269 | ' |
Lease Base Rent | ' | ' | 3,750 | ' | ' | ' | ' | ' | ' |
Description Of Terms For Cancellation Of Lease | ' | ' | '90 years | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' |
Gain (Loss) Related to Litigation Settlement | ' | ' | ' | $18,026 | ' | ' | ' | ' | ' |
JOINT_VENTURE_EQUITY_EXCHANGE_1
JOINT VENTURE EQUITY EXCHANGE AGREEMENT (Details Textual) (USD $) | 6 Months Ended | ||
Jun. 30, 2014 | Jul. 01, 2014 | Dec. 31, 2013 | |
Joint Venture Equity Exchange Agreement [Line Items] | ' | ' | ' |
Common stock, shares issued | 70,099,076 | 4,500 | 10,049,140 |
Other assets | $27,635 | ' | $27,635 |
Percentage Of Share In Pre Tax Net Profits | 33.00% | ' | ' |
Total Percentage Of Share In Pre Tax Net Profits | 50.00% | ' | ' |
Pompano Dive Center Llc [Member] | ' | ' | ' |
Joint Venture Equity Exchange Agreement [Line Items] | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | 33.00% | ' | ' |
Common stock, shares issued | 3,394 | ' | ' |
Other assets | $24,740 | ' | $24,740 |
CHANGE_IN_CAPITAL_STRUCTURE_De
CHANGE IN CAPITAL STRUCTURE (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | ||||
Jul. 15, 2013 | Mar. 03, 2009 | Mar. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | 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) | ' | ' | ' | ' | ' | $1 |
Common stock, par value (in dollars per share) | ' | ' | ' | $0.00 | $0.00 | $1 |
Stockholders Equity, Reverse Stock Split | '(1 -for- 1,350) | '(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 | Nov. 30, 2013 | 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 | 5,185 | 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 | 0 Months Ended | 1 Months Ended | ||||||
Oct. 30, 2013 | Nov. 02, 2012 | Nov. 30, 2013 | Aug. 22, 2007 | Nov. 01, 2012 | Nov. 02, 2012 | Feb. 23, 2013 | Nov. 30, 2012 | Nov. 30, 2012 | Nov. 02, 2012 | |
Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Related Party Employee [Member] | Related Party Employee [Member] | |||||
Equity Based Incentive Retention Bonus [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Incentive Bonus | ' | $75,100 | ' | ' | ' | $75,100 | ' | ' | ' | $1,854 |
Stock Incentive Bonus Value Of Shares Awarded | ' | ' | ' | ' | $45,000 | $61,852 | $37,037 | $37,038 | ' | ' |
Stock Incentive Bonus Number Of Shares Awarded | ' | ' | ' | ' | ' | ' | ' | ' | 2,250 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | ' | 61,852 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 1,802,565 | ' | 5,185 | 75 | ' | ' | ' | ' | ' | ' |
STRATEGIC_ALLIANCE_AGREEMENT_D
STRATEGIC ALLIANCE AGREEMENT (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Apr. 10, 2012 | Mar. 09, 2012 | |
Precision Paddleboards Inc [Member] | Precision Paddleboards Inc [Member] | Restricted Stock [Member] | Restricted Stock [Member] | |||||
Strategic Alliance Agreement [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Stock for equity investment | ' | ' | ' | ' | ' | ' | $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 | $158,945 | $350,107 | $339,291 | $927,380 | $667 | $6,667 | ' | ' |
Strategic Alliance Agreement Description | ' | ' | 'none of the 494 shares have been paid out and are reflected in shares payable balance on the Statement of Stockholders Deficit and the Balance Sheet. | ' | ' | ' | ' | ' |
INTEREST_EXPENSE_NONRELATED_PA1
INTEREST EXPENSE NON-RELATED PARTIES AND OTHER EXPENSE (INCOME), NET (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Interest Expense, Non Related Party | ' | $11,700 | $56,200 | ' | $25,252 | $125,050 |
Interest Expense, Debt | 14,850 | 14,850 | ' | 14,850 | 766 | ' |
Royalty Income, Nonoperating | ' | 22,000 | ' | 47,500 | 72,000 | 5,144 |
Other Nonoperating Income (Expense) | ' | -39,342 | 120,402 | 24,486 | -2,604 | 28,624 |
Other Income | ' | ' | ' | 3,000 | 125 | ' |
Legal Fees | ' | 24,486 | 120,402 | ' | 31,463 | ' |
Other Expenses | ' | 6 | ' | ' | ' | ' |
Other Operating Income (Expense), Net | ' | 50,000 | ' | 93,826 | ' | ' |
Convertible Debentures [Member] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Interest Expense, Debt | ' | 11,565 | 55,200 | ' | 24,486 | 123,620 |
Notes Payable [Member] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Interest Expense, Debt | ' | $135 | $290 | ' | ' | $1,430 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | ||||||
Jul. 31, 2014 | Mar. 31, 2013 | Jul. 01, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jul. 31, 2014 | Aug. 12, 2014 | Jul. 25, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | |
Restricted Stock [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||
Mr. Alexander F. Purdon [Member] | ||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | $565,689 | ' | ' | ' | ' | $2,580 | $3,327 | $3,142 | $1,705 |
Debt Conversion, Converted Instrument, Shares Issued | 2,276,812 | ' | ' | ' | ' | ' | 1,172,727 | 1,680,348 | ' | 897,368 |
Common Stock, Shares, Issued | ' | ' | 4,500 | 70,099,076 | 10,049,140 | 834,061 | ' | ' | ' | ' |