Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 02, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | Brownie's Marine Group, Inc | |
Entity Central Index Key | 1,166,708 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | BWMG | |
Entity Common Stock, Shares Outstanding | 84,763,702 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 148,373 | $ 19,188 |
Accounts receivable, net of $28,000 and $47,000 allowance for doubtful accounts, respectively | 114,548 | 55,450 |
Accounts receivable - related parties | 51,501 | 57,568 |
Inventory | 598,925 | 606,213 |
Prepaid expenses and other current assets | 105,320 | 30,195 |
Other current assets - related parties | 3,021 | 5,444 |
Deferred tax asset, net - current | 190 | 233 |
Total current assets | 1,021,878 | 774,291 |
Property and equipment, net | 94,692 | 108,506 |
Deferred tax asset, net - non-current | 2,330 | 2,330 |
Other assets | 6,648 | 31,049 |
Total assets | 1,125,548 | 916,176 |
Current liabilities | ||
Accounts payable and accrued liabilities | 401,480 | 462,776 |
Customer deposits and unearned revenue | 45,828 | 40,385 |
Royalties payable - related parties | 154,836 | 127,661 |
Other liabilities | 230,977 | 232,738 |
Other liabilities and accrued interest - related parties | 90,517 | 93,521 |
Convertible debentures, net | 371,965 | 376,645 |
Notes payable - current portion | 5,568 | 8,749 |
Notes payable - related parties - current portion | 17,848 | 14,167 |
Total current liabilities | 1,319,019 | 1,356,642 |
Long-term liabilities | ||
Notes payable - long-term portion | 7,668 | 12,231 |
Total liabilities | $ 1,326,687 | $ 1,368,873 |
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; and 82,555,078 and 83,772,236 shares issued, respectively; 82,554,584 and 60,471,929 shares outstanding, respectively | 8,255 | 6,047 |
Common stock payable; $0.0001 par value; 195,610 and 195,610 shares, respectively | 20 | 20 |
Additional paid-in capital | 8,652,168 | 8,631,496 |
Accumulated deficit | (8,862,007) | (9,090,685) |
Total stockholders' deficit | (201,139) | (452,697) |
Total liabilities and stockholders' deficit | $ 1,125,548 | $ 916,176 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Allowance for accounts receivable (in dollars) | $ 28,000 | $ 47,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
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) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 82,555,078 | 83,772,236 |
Common stock, shares outstanding | 82,554,584 | 60,471,929 |
Common stock payable, Par value (in dollars Per share) | $ 0.0001 | $ 0.0001 |
Common stock payable, shares outstanding | 195,610 | 195,610 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net revenues | ||||
Net revenues | $ 823,868 | $ 585,922 | $ 1,585,863 | $ 1,373,508 |
Net revenues - related parties | 282,047 | 219,550 | 695,773 | 885,472 |
Total net revenues | 1,105,915 | 805,472 | 2,281,636 | 2,258,980 |
Cost of net revenues | ||||
Cost of net revenues | 632,896 | 530,014 | 1,438,669 | 1,515,716 |
Royalties expense - related parties | 27,718 | 9,652 | 56,138 | 53,905 |
Total cost of net revenues | 660,614 | 539,666 | 1,494,807 | 1,569,621 |
Gross profit | 445,301 | 265,806 | 786,829 | 689,359 |
Operating expenses | ||||
Selling, general and administrative | 193,608 | 145,846 | 531,982 | 483,558 |
Research and development costs | 931 | 0 | 1,897 | 1,579 |
Total operating expenses | 194,539 | 145,846 | 533,879 | 485,137 |
Income from operations | 250,762 | 119,960 | 252,950 | 204,222 |
Other (income) expense, net | ||||
Other (income) expense, net | (6,494) | (26,223) | (4,264) | (23,619) |
Interest expense | 9,269 | 10,312 | 27,800 | 35,564 |
Interest expense - related parties | 489 | 4,506 | 693 | 13,519 |
Total other (income) expense, net | 3,264 | (11,405) | 24,229 | 25,464 |
Net income before provision for income taxes | 247,498 | 131,365 | 228,721 | 178,758 |
Provision for income tax expense | 0 | 0 | 43 | 44 |
Net income | $ 247,498 | $ 131,365 | $ 228,678 | $ 178,714 |
Basic income per common share (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0.01 |
Diluted income per common share (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Basic weighted average common shares outstanding (in shares) | 78,368,659 | 33,527,392 | 73,003,680 | 18,370,110 |
Diluted weighted average common shares outstanding (in shares) | 127,334,088 | 195,462,329 | 120,329,067 | 180,305,048 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Common Stock [Member] | Preferred Stock [Member] | Common Stock Payable [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2014 | $ (452,697) | $ 6,047 | $ 425 | $ 20 | $ 8,631,496 | $ (9,090,685) |
Balance (in shares) at Dec. 31, 2014 | 60,471,929 | 425,000 | 195,610 | |||
Conversion of related party employee compensation payable to stock | 13,500 | $ 465 | $ 0 | $ 0 | 13,035 | 0 |
Conversion of related party employee compensation payable to stock (in shares) | 4,648,262 | 0 | 0 | |||
Conversion of convertible debentures to stock | 4,680 | $ 234 | $ 0 | $ 0 | 4,446 | 0 |
Conversion of convertible debentures to stock (in shares) | 2,340,000 | 0 | 0 | |||
Conversion of accrued interest on convertible debentures to stock | 6,280 | $ 420 | $ 0 | $ 0 | 5,860 | 0 |
Conversion of accrued interest on convertible debentures to stock (in shares) | 4,200,000 | 0 | 0 | |||
Net Income (loss) | (79,628) | $ 0 | $ 0 | $ 0 | 0 | (79,628) |
Balance at Mar. 31, 2015 | (507,865) | $ 7,166 | $ 425 | $ 20 | 8,654,837 | (9,170,313) |
Balance (in shares) at Mar. 31, 2015 | 71,660,191 | 425,000 | 195,610 | |||
Balance at Dec. 31, 2014 | (452,697) | $ 6,047 | $ 425 | $ 20 | 8,631,496 | (9,090,685) |
Balance (in shares) at Dec. 31, 2014 | 60,471,929 | 425,000 | 195,610 | |||
Net Income (loss) | 228,678 | |||||
Balance at Sep. 30, 2015 | (201,139) | $ 8,255 | $ 425 | $ 20 | 8,652,168 | (8,862,007) |
Balance (in shares) at Sep. 30, 2015 | 82,554,584 | 425,000 | 195,610 | |||
Balance at Mar. 31, 2015 | (507,865) | $ 7,166 | $ 425 | $ 20 | 8,654,837 | (9,170,313) |
Balance (in shares) at Mar. 31, 2015 | 71,660,191 | 425,000 | 195,610 | |||
Conversion of related party employee compensation payable to stock | 13,500 | $ 453 | $ 0 | $ 0 | 13,047 | 0 |
Conversion of related party employee compensation payable to stock (in shares) | 4,534,439 | 0 | 0 | |||
Dissolution of joint venture agreement | (24,740) | $ 0 | $ 0 | $ 0 | (24,740) | 0 |
Stock receivable underlying Board of Director fees rescinded | (4,532) | 0 | 0 | 0 | (4,532) | 0 |
Conversion of accrued interest on note payable - Chief Executive Officer to stock | 203 | $ 7 | $ 0 | $ 0 | 196 | 0 |
Conversion of accrued interest on note payable - Chief Executive Officer to stock (in shares) | 66,764 | 0 | 0 | |||
Net Income (loss) | 60,808 | $ 0 | $ 0 | $ 0 | 0 | 60,808 |
Balance at Jun. 30, 2015 | (462,626) | $ 7,626 | $ 425 | $ 20 | 8,638,808 | (9,109,505) |
Balance (in shares) at Jun. 30, 2015 | 76,261,394 | 425,000 | 195,610 | |||
Conversion of related party employee compensation payable to stock | 13,500 | $ 609 | $ 0 | $ 0 | 12,891 | 0 |
Conversion of related party employee compensation payable to stock (in shares) | 6,092,572 | 0 | 0 | |||
Cancellation of dissolved joint vernture shares (in shares) | (3,394) | 0 | 0 | |||
Conversion of accrued interest on note payable - Chief Executive Officer to stock | 489 | $ 20 | $ 0 | $ 0 | 469 | 0 |
Conversion of accrued interest on note payable - Chief Executive Officer to stock (in shares) | 204,012 | 0 | 0 | |||
Net Income (loss) | 247,498 | $ 0 | $ 0 | $ 0 | 0 | 247,498 |
Balance at Sep. 30, 2015 | $ (201,139) | $ 8,255 | $ 425 | $ 20 | $ 8,652,168 | $ (8,862,007) |
Balance (in shares) at Sep. 30, 2015 | 82,554,584 | 425,000 | 195,610 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows provided by operating activities: | ||
Net income | $ 228,678 | $ 178,714 |
Adjustments to reconcile net incomes to net cash provided by operating activities: | ||
Loss on disposal of fixed assets | 0 | 27,846 |
Depreciation | 16,200 | 14,537 |
Amortization of leasehold improvements | 9,819 | 453 |
Change in deferred tax asset, net | 43 | 44 |
Accretion of convertible debenture discounts | 0 | 3,334 |
Changes in operating assets and liabilities: | ||
Change in accounts receivable, net | (72,855) | (40,323) |
Change in accounts receivable - related parties | 19,824 | 57,460 |
Change in inventory | 7,288 | 1,825 |
Change in prepaid expenses and other current assets | (75,125) | (13,869) |
Change in other current assets - related parties | (2,109) | 567 |
Change in other assets | (339) | (6,021) |
Change in accounts payable and accrued liabilities | (55,016) | (25,237) |
Change in customer deposits and unearned revenue | 5,443 | (31,319) |
Change in other liabilities | (956) | (2,029) |
Change in other liabilities and accrued interest - related parties | 38,188 | 62,506 |
Change in royalties payable - related parties | 27,175 | (10,839) |
Net cash provided by operating activities | 146,258 | 217,649 |
Cash flows from investing activities: | ||
Purchase of fixed assets | (12,205) | (49,915) |
Net cash used in investing activities | (12,205) | (49,915) |
Cash flows from financing activities: | ||
Principal payment on loan payable | (805) | 0 |
Principal payments on notes payable | (7,744) | (9,108) |
Proceeds from notes payable - related parties | 27,000 | 0 |
Principal payments on note payable - related parties | (23,319) | (92,202) |
Net cash used in financing activities | (4,868) | (101,310) |
Net change in cash | 129,185 | 66,424 |
Cash, beginning of period | 19,188 | 70,084 |
Cash, end of period | 148,373 | 136,508 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 3,020 | 14,322 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosures of non-cash investing activities and future operating activities: | ||
Conversion of convertible debentures to stock | 4,680 | 92,095 |
Conversion of accrued payroll to stock - related party | 40,500 | 40,500 |
Conversion of accrued interest on note payable - related party to stock | 692 | 0 |
Conversion of accrued interest and fees on convertible debentures to stock | 6,280 | 4,002 |
Retirement of shares returned by non-employee Board of Director | $ 0 | $ 1,383 |
DESCRIPTION OF BUSINESS AND SUM
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Business Description and Accounting Policies [Text Block] | 1. Description of business and summary of significant accounting policies 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 Pompano Beach, 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 OTC Markets (pink) under the symbol “BWMG”. 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. The Company’s fiscal year end is December 31. - 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. Certain reclassifications have been made to the 2014 financial statement amounts and disclosures to conform to the 2015 presentation. 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. Inventory is stated at the lower of cost or net realizable 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, Equipment and Leasehold Improvements 3 5 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. 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. Although profitable for the year ended December 31, 2014, and the three and nine months ended September 30, 2015, we have otherwise incurred losses since 2009. We have predominantly had a working capital deficit since 2009. The Company is behind on payments due for matured convertible debentures, 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 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES, OTHER LIABILITIES NOTES PAYABLE, CONVERTIBLE DEBENTURES Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about BWMG’s ability to continue as a going concern within one year from date the financial statements are issued. Therefore, 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 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. 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 expenditures are charged to expenses as incurred. The Company expenses the costs of producing advertisements and marketing material at the time production occurs, and expenses the costs of communicating advertisements and participating in trade shows in the period in which occur. Advertising and trade show expense incurred for the three months ended September 30, 2015, and 2014, was $ 138 824 2,842 1,444 The Company takes a minimum 50 15 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. The Company has no components of other comprehensive income. Accordingly, net income equals comprehensive income for all periods. 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 is determined through use of the quoted stock price. For the three and nine months ended September 30, 2015 and 2014, the Company compensated and/or converted all accrued payroll to stock for one related party employee. For further discussion see Note 7. RELATED PARTIES TRANSACTIONS The fair value of the stock upon which beneficial conversion feature (BCF) computations, as applicable, was determined through use of the quoted stock price. See Note 12. CONVERTIBLE DEBENTURES 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 September 30, 2015, and December 31, 2014, 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 September 30, 2015, and December 31, 2014, as presented on the face of the balance sheet. 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 and equivalent shares were included in the computation of dilutive earnings per share for the three and nine months ended September 30, 2015 and 2014. In July 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-11, Inventory (Topic 330), Simplifying the Measurement of Inventory. ASU No. 2015-11 does not apply to inventory measurement using the last-in, last-out (LIFO) or retail methods. ASU No. 2015-11 applies to all other inventory measurement methods, which includes first-in, first-out (FIFO) or average cost. Previously, inventory valuation was at the lower of cost or fair market value. This ASU changes the valuation to lower or cost of net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of the business, less reasonably predictable costs of completion, disposal, and transportation. ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. ASU 2015-11 should be applied prospectively with earlier application permitted. The Company opted for early adoption of ASU 2015-11 this period with no impact to financial condition, results of operations, or cash flows. The Company updated its consolidated financial statements to reflect inventory valuation at the lower of cost or net realizable value. The Company believes there was no other new accounting guidance issued, 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 | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | INVENTORY September 30, 2015 December 31, 2014 Raw materials $ 346,908 $ 331,879 Work in process Finished goods 252,017 274,334 $ 598,925 $ 606,213 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2015 | |
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 $ 105,320 71,497 9,048 7,200 COMMITMENTS AND CONTINGENCIES) 5,991 10,000 584 Prepaid expenses and other current assets totaling $ 30,195 21,508 8,112 575 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 4. PROPERTYAND EQUIPMENT, NET Property and equipment consists of the following as of: September 30, 2015 December 31, 2014 Factory and office equipment $ 62,633 $ 62,633 Tooling 59,149 52,344 Computer equipment and software 23,932 23,932 Vehicles 44,160 44,160 Leasehold improvements 43,779 38,379 233,653 221,448 Less: accumulated depreciation and amortization (138,961) (112,942) $ 94,692 $ 108,506 |
OTHER ASSETS
OTHER ASSETS | 9 Months Ended |
Sep. 30, 2015 | |
Other Assets [Abstract] | |
Other Assets Disclosure [Text Block] | 5. OTHER ASSETS Other assets of $ 6,648 31,049 24,740 6,309 JOINT VENTURE EQUITY EXCHANGE AGREEMENT |
CUSTOMER CREDIT CONCENTRATIONS
CUSTOMER CREDIT CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2015 | |
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 three Company’s owned by the Chief Executive Officer as further discussed in Note 7. RELATED PARTIES TRANSACTIONS. 25.50 27.48 30.49 39.55 40.93 19.84 10 |
RELATED PARTIES TRANSACTIONS
RELATED PARTIES TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | RELATED PARTIES TRANSACTIONS Notes payable related parties 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, matured on November 1, 2014 $ Promissory note payable to Chief Executive Officer, unsecured, payable in twelve monthly principal payment of $2,250 beginning June 15, 2015, with interest at 10% per annum with payments monthly in shares of stock based on the monthly weighted average price of the stock, maturing May 15, 2016. 17,848 Less amounts due within one year 17,848 Long-term portion of notes payable $ $ 17,848 2015 $ 6,598 2016 11,250 2017 2018 2019 Thereafter $ 17,848 Effective April 22, 2015, the Company issued Mr. Carmichael, Chief Executive Officer of the Company, an unsecured promissory note presented in the table above in consideration for a $ 27,000 203 489 66,764 204,012 On October 30, 2013, the Company signed the above secured promissory note, with Mikkel Pitzner, the non-employee Board of Director (“BOD”) for $ 85,000 1,802,565 .01 .025 44,610 Notes payable related parties 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, matured on November 1, 2014 $ 14,167 Less amounts due within one year 14,167 Long-term portion of notes payable $ $ 14,167 Net revenues and accounts receivable related parties 280,786 218,874 652,124 706,105 28,976 9,410 7,573 42,882 4,128 8,451 The Company sells products to Brownie’s Global Logistics, LLC. (“BGL”), 940 Associates, Inc. (“940A), and 3D Buoy, entities wholly owned by the Company’s Chief Executive Officer. Terms of sales may be 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 approximate cost or include a nominal margin if Strategic partner terms are met. Strategic partner terms on a per order basis 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 September 30, 2015, and 2014, were $ 1,261 676 43,649 179,367 3,593 2,107 1,948 Beginning in 2015, the joint venture agreement with Pompano Dive Center “PDC” was in process of dissolution. See Note 17. JOINT VENTURE EQUITY EXCHANGE AGREEMENT 3,394 0 24,740 Therefore, PDC is not being presented or disclosed as a related party in 2014 or 2015, with this presentation prospectively applied. Accordingly, sales to PDC for the three and nine months ended September 30, 2014 of $ 1,781 7,994 13,757 Royalties expense related parties The Company has Non-Exclusive License Agreements with 940A 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% 2.5 Equity based compensation and bonus for Chief Executive Officer 129,500 67,000 Other liabilities and accrued interest related parties. 83,333 Non-employee Board of Director fees and bonus 2,500 27,500 5,917 27,500 14,406 1,383 4,534 During the second quarter of 1 8,372 Equity based compensation to employee 10 13,500 13,500 40,500 40,500 4,833,157 2,321,978 129,500 17,500 Other liabilities and accrued interest related parties. 61,852 1,852 2,250 Patent purchase agreements 25,500 8,250 Other liabilities and accrued interest related parties Other liabilities and accrued interest related parties September 30, 2015 December 31, 2014 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 3,004 Due to Principals of Carleigh Rae Corp., net 6,017 6,017 $ 90,517 $ 93,521 Stock options outstanding from patent 234 1,350 |
ASSET PURCHASE
ASSET PURCHASE | 9 Months Ended |
Sep. 30, 2015 | |
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 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. On May 31, 2013 9,643 22,500 12,857 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities of $ 401,480 116,649 28,130 45,000 39,612 172,089 Accounts payable and accrued liabilities of $ 462,776 196,027 31,669 45,000 39,242 150,838 |
OTHER LIABILITIES
OTHER LIABILITIES | 9 Months Ended |
Sep. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities Disclosure [Text Block] | OTHER LIABILITIES Other liabilities of $ 230,977 215,782 12,857 ASSET PURCHASE 2,338 232,738 216,586 12,857 3,295 200,000 On-line training certificates accompany 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 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable Disclosure [Abstract] | |
Notes Payable Disclosure [Text Block] | NOTES PAYABLE Promissory note payable, secured by vehicle underlying loan having carrying value of $15,028 at September 30, 2015, bearing interest at 1.9% per annum, due in monthly principal and interest payments of $523, maturing on December 5, 2017. $ 13,236 Less amounts due within one year 5,568 Long-term portion of notes payable $ 7,668 2015 $ 1,004 2016 6,099 2017 6,133 2018 2019 Thereafter $ 13,236 The unsecured note payable presented in the table below, which matured in March 2015, was paid in full in accordance with its terms. The note payable had 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. 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. $ 2,764 Promissory note payable, secured by vehicle underlying loan having carrying value of $17,760 at December 31, 2014, bearing interest at 1.9% per annum, due in monthly principal and interest payments of $523, maturing on December 5, 2017. 18,216 20,980 Less amounts due within one year 8,749 Long-term portion of notes payable $ 12,231 |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 9 Months Ended |
Sep. 30, 2015 | |
Convertible Debentures [Abstract] | |
Convertible Debentures [Text Block] | 12. CONVERTIBLE DEBENTURES September September December December 30, 2015 30, 2015 31, 2014 31, 2014 Maturity Interest Origination Origination Debenture Accrued Debenture Accrued Date Rate Principal Discount Balance Interest Balance Interest Ref. 5/27/2011 10 % 125,000 (53,571) $ 58,750 $ 33,239 $ 58,750 $ 28,829 (1) 11/11/2011 5 % 76,000 (32,571) - - - - (2) 5/2/2013 8 % 42,500 (27,172) - - - - (3) 8/2/2013 8 % 78,500 (50,189) - - 4,680 6,280 (3) 5/5/2012 5 % 300,000 (206,832) 300,000 132,500 300,000 110,000 (4) 8/31/2013 5 % 10,000 (4,286) 10,000 2,057 10,000 1,679 (5) 10 % See ref (6) for Discussion - 379 - 379 (6) 2/10/2014 10 % 5,500 - 472 204 472 155 (7) 2/10/2014 10 % 39,724 - 2,743 3,710 2,743 3,503 (8) 4/14/2013 9.90 % 20,000 (13,333) - - - - (9) $ 371,965 $ 172,089 $ 376,645 $ 150,825 Reference numbers in right hand column of table entitled Ref. refer to paragraphs with corresponding numbers that immediately follow this paragraph. (1) 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 May 27, 2011 30 Company valued the beneficial conversion feature (BCF) of the convertible debenture at $ 53,517 71,483 On February 10, 2012, the holder of this debenture entered into an agreement with a third party to sell/assign the $ 125,000 7,500 11,750 11,750 125,000 (2) 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 38,000 30 32,571 28,000 COMMITMENTS AND CONTINGENCIES 14,850 (3) On August 8, 2012, the Company borrowed $ 42,500 May 10, 2013 39 27,172 42,500 34,055 8,445 1,700 On October 31, 2012, the Company borrowed $ 78,500 August 2, 2013 39 50,189 78,500 73,820 4,680 6,820 (4) On May 3, 2011, the Company borrowed $ 300,000 10 30 300,000 600,000 337.50 472.50 1 for -1,350 206,832 45,000 (5) The Company borrowed $ 10,000 30 4,286 (6) The Company entered a new debenture agreement upon sale/assignment of the original lender under the debenture as discussed in reference (1) 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 $ 7,500 125,000 4,286 11,750 6,714 11,750 6,714 11,750 6,714 The Company may prepay at any time in an amount equal to 150 .37125 4.99 As of September 30, 2015 and December 31, 2014, the lender had assigned an aggregate of $ 5,500 23,500 (7) This line is comprised of the assignment of $ 5,500 (8) On February 12, 2014 the Company entered into new debenture agreement for $ 39,724 Conversion price under the debenture is $ .37125 4.99 3,211 (9) On April 8, 2013, the Company borrowed $ 20,000 40 13,333 20,000 2,302 |
STOCK WARRANTS
STOCK WARRANTS | 9 Months Ended |
Sep. 30, 2015 | |
Class of Stock Disclosures [Abstract] | |
STOCK WARRANTS [Text Block] | 13. STOCK WARRANTS On March 9, 2011, the Company borrowed $ 50,000 50,000 100,000 337.50 472.50 7,500 CONVERTIBLE DEBENTURES, |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 14. INCOME TAXES September 30, 2015 September 30, 2014, Current taxes Federal $ $ State Current taxes Change in deferred taxes 182,401 47,311 Change in valuation allowance (182,358) (47,267) Provision for income tax expense $ 43 $ 44 Deferred tax assets: Equity based compensation $ 97,276 Allowance for doubtful accounts 9,520 Net operating loss carryforward 1,015,748 On-line training certificate reserve 819 Total deferred tax assets 1,123,363 Valuation allowance (1,120,843) Deferred tax assets net of valuation allowance 2,520 Less deferred tax assets non-current, net of valuation allowance 2,330 Deferred tax assets current, net of valuation allowance $ 190 The effective tax rate used for calculation of the deferred taxes as of September 30, 2015 was 34 1,120,843 99.8 100 97 September 30, 2015 September 30, 2014, Statutory tax rate % % Increase (decrease) in rates resulting from: Net operating loss carryforward or carryback (34) % (13) % Equity based compensation and loss % 3 % Change in valuation allowance 37 % 10 % Change in allowance for doubtful accounts (3) % % Effective tax rate % % Deferred tax assets: Equity based compensation $ 97,276 Allowance for doubtful accounts 15,980 Net operating loss carryforward 1,091,064 On-line training certificate reserve 1,154 Total deferred tax assets 1,205,474 Valuation allowance (1,202,911) 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 December 31, 2014 was 34 1,202,911 99.8 100 97 |
AUTHORIZATION OF PREFERRED STOC
AUTHORIZATION OF PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2015 | |
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 10,000,000 425,000 31,481 61 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters and Contingencies [Text Block] | 16. COMMITMENTS AND CONTINGENCIES From time to time the Company is subject to legal proceedings, claims and litigation arising in the ordinary course of business, including matters relating to product liability claims. Such product liability claims sometimes involving wrongful death or injury have historically been covered by product liability insurance, which provided coverage for each claim up to $ 1,000,000 As previously disclosed, we are co-defendants under an action filed by an individual in June 2013 in the Circuit Court of Broward County claiming personal injury resulting from use of a Brownie’s Third Lung. Plaintiff has claimed damages in excess of $ 1,000,000 The Company is co-defendant in an action filed by and individual in the Circuit Court of Broward County in March 2015, claiming personal injury resulting from use of the Brownie’s Third Lung. The claim is also for damages in excess of $ 1,000,000 On August 14, 2014, the Company entered into a new lease commitment. Terms of the new lease include thirty-seven month term commencing on September 1, 2014; payment of $ 5,367 4,000 10.76 1,500 On September 24, 2015 all claims and counterclaims by and between Undersea Breathing Systems, Inc. (“UBS”) and the Company were settled in full in the Circuit Court of the 15 th 60,000 7,200 SUBSEQUENT EVENTS Prior to the above settlement in full on July 1, 2014, the amended complaint for damages in excess of $ 15,000 th CONVERTIBLE DEBENTURES 2,000 1,000 24,000 76,000 48,000 28,000 24,000 48,000 14,850 |
JOINT VENTURE EQUITY EXCHANGE A
JOINT VENTURE EQUITY EXCHANGE AGREEMENT | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments Disclosure [Text Block] | 17. JOINT VENTURE EQUITY EXCHANGE AGREEMENT In December 2014, the Company received notice from Pompano Dive Center, LLC. (“PDC”) of intent to cancel the Joint Venture Equity Exchange Agreement described below effective January 1, 2015, in accordance with the terms of the agreement. After notice, BWMG awaited the return of the stock PDC held in BWMG to fulfil terms of dissolution. PDC returned the stock at the end of the second quarter of 2015 and the Company cancelled it at the beginning of third quarter of 2015. The cancellation is reflected on the face of the statement of stockholders’ equity. Market value of the 3,394 0 24,740 On November 7, 2011, the Company entered into a Joint Venture Equity Exchange Agreement (“Agreement”) with 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 In addition, the Agreement provided 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 provided BWMG with a 33 3,394 24,740 If BWMG purchased PDC, the stock issued by BWMG would have been credited to the purchase price. Further, PDC was required to remit no later than 45 days from the end of each quarter, a 33 50 Terms of the above included upon termination of this Agreement by either party and/or a written purchase and sales agreement not consummated by the parties, then the parties’ respective interests in each other’s business would revert back to the original party. Accordingly, when this happened, PDC would relinquish the interest acquired in BWMG through this Agreement and BWMG wouldl do the same. All property at PDC owned by BWMG would be returned to BWMG at that time as well. The Company accounted for the investment in PDC under the Cost basis because the joint venture was cancellable at any time by either party with return of respective interest transferred to each as per the joint venture agreement; the possible acquisition of PDC was in the form of a non-binding letter of intent; each entities assets and liabilities remained their owned; and BWMG was not to share in any of PDC losses or additional expenses unless otherwise approved; and the management and operation of PDC remained with PDC. Since inception of the Agreement and through termination PDC reported pre-tax net losses, there was no profit sharing due the Company in accordance with the Agreement. |
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN | 9 Months Ended |
Sep. 30, 2015 | |
Equity Incentive Plan [Abstract] | |
Equity Incentive Plan [Text Block] | 18. 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 75 297 |
EQUITY BASED INCENTIVE_RETENTIO
EQUITY BASED INCENTIVE/RETENTION BONUSES AND OTHER BONUSES | 9 Months Ended |
Sep. 30, 2015 | |
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] | 19. EQUITY BASED INCENTIVE/RETENTION BONUSES AND OTHER 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 RELATED PARTIES TRANSACTIONS 45,000 2,250 75,100 37,038 1,854 61,852 5,185 129,500 67,000 17,500 RELATED PARTIES 84,500 |
STRATEGIC ALLIANCE AGREEMENT
STRATEGIC ALLIANCE AGREEMENT | 9 Months Ended |
Sep. 30, 2015 | |
Strategic Alliance Agreement [Abstract] | |
Strategic Alliance Agreement [Text Block] | 20. 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 $ 24,000 494 036 494 |
INTEREST EXPENSE NON-RELATED PA
INTEREST EXPENSE NON-RELATED PARTIES AND OTHER EXPENSE (INCOME), NET | 9 Months Ended |
Sep. 30, 2015 | |
Interest Income (Expense), Net [Abstract] | |
Other Income and Other Expense Disclosure [Text Block] | 21. INTEREST EXPENSE NON-RELATED PARTIES AND OTHER EXPENSE (INCOME), NET For the three months ended September 30, 2015, non-related parties interest expense of $ 9,254 9,177 77 10,312 10,216 96 For the nine months ended September 30, 2015, non-related parties interest expense of $ 27,800 27,531 269 35,564 34,702 862 For the three months ended September 30, 2015, $ 6,494 7,200 26,223 49,812 20,406 3,183 For the nine months ended September 30, 2015, $ 4,264 3,471 1,800 2,930 11,137 23,619 49,812 31,463 5,144 20,406 27,846 14,850 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS Effective October 31, 2015, the Company issued Mr. Purdon, related party employee, 2,154,569 shares of restricted common stock in lieu of cash for $4,500 employee compensation for the month ended October 31, 2015. The number of shares issued was based on the weighted average share price during the month. Effective October 22, 2015, the Company reincorporated to the State of Florida from the State of Nevada (the “Reincorporation”) pursuant to a plan of conversion, effective October 22, 2015 (the “Plan of Conversion”). On September 9, 2015, stockholders of the Company holding approximately 71% of the combined voting power of the Company’s outstanding Common Stock and Series A Convertible Preferred Stock, voting as a single class, as of September 9, 2015, approved by written consent in lieu of a special stockholders’ meeting the Reincorporation. The Reincorporation did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under such material contractual arrangements continue to be rights and obligations of the Company after the Reincorporation. The Reincorporation did not result in any change in headquarters, business, jobs, management, location of any of the offices or facilities, number of employees, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation) of the Company. The Reincorporation reduces the Company’s corporate costs and expenses and aligns the Company’s domicile with its executive offices. Pursuant to the Plan of Conversion, the Reincorporation was effected by the Company filing (i) articles of conversion (the “Nevada Articles of Conversion”) with the Secretary of State of the State of Nevada, (ii) a certificate of conversion (the “Florida Certificate of Conversion”) with the Secretary of State of the State of Florida and (iii) an articles of incorporation (the “Florida Articles of Incorporation”) with the Secretary of State of the State of Florida. Pursuant to the Plan of Conversion, the Company also adopted new bylaws (the “Florida Bylaws”). As a result of the Reincorporation: (1) the affairs of the Company ceased to be governed by the Nevada Revised Statutes, the Company’s existing Articles of Incorporation and the Company’s existing Bylaws, and the affairs of the Company became subject to the Business Corporation Act of the State of Florida, the Florida Articles of Incorporation and the Florida Bylaws; (2) the Company as a Florida corporation is deemed to be the same entity as the Company was as a Nevada corporation for all purposes under the laws of Florida, with the Company’s existence as a Florida corporation deemed to have commenced when it was initially formed in Nevada; (3) each outstanding share of common stock of the Company as a Nevada corporation automatically converted into an outstanding share of common stock of the Company as a Florida corporation; (4) each outstanding option, warrant or other convertible right to acquire shares of common stock of the Company as a Nevada corporation converted into an equivalent option, warrant or other convertible right to acquire, upon the same terms and conditions (including the vesting schedule and exercise or conversion price per share applicable to each such option, warrant or other convertible right), the same number of shares of common stock of the Company as a Florida corporation; and (5) each director and officer of the Company as a Nevada corporation continues to hold his respective position with the Company as a Florida corporation. The Reincorporation does not affect the trading of the Company’s shares of common stock on the OTC Markets in any respect. The Company, as a Florida corporation, will continue to file periodic reports and other documents as and when required by the rules and regulations of the SEC. On October 14, 2015, Mr. Robert Carmichael, Chief Executive Officer, was issued 54,055 shares of restricted common stock for $ 124 On October 14, 2015, the tangible personal property referred to legal settlement in Note 16. COMMITMENTS AND CONTINGENCIES |
DESCRIPTION OF BUSINESS AND S29
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
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 Pompano Beach, 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 OTC Markets (pink) 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 2014 financial statement amounts and disclosures to conform to the 2015 presentation. |
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. |
Inventory, Policy [Policy Text Block] | Inventory Inventory is stated at the lower of cost or net realizable 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, Equipment and Leasehold Improvements 3 5 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. |
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. Although profitable for the year ended December 31, 2014, and the three and nine months ended September 30, 2015, we have otherwise incurred losses since 2009. We have predominantly had a working capital deficit since 2009. The Company is behind on payments due for matured convertible debentures, 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 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES, OTHER LIABILITIES NOTES PAYABLE, CONVERTIBLE DEBENTURES Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about BWMG’s ability to continue as a going concern within one year from date the financial statements are issued. Therefore, 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 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. |
Revenue Recognition, Policy [Policy Text Block] | Revenue recognition Revenues from product sales are recognized when the Company’s products are shipped or when service is rendered. Revenues from fixed-price contracts are recognized on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost of each contract. This method is used because management considers the percentage of cost incurred to date to estimated total cost to be the best available measure of progress on the contracts. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Change in job performance, job conditions, and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Revenue and costs incurred for time and material projects are recognized as the work is performed. |
Product Development Cost [Policy Text Block] | Product development costs Product development expenditures are charged to expenses as incurred. |
Advertising Costs, Policy [Policy Text Block] | Advertising and marketing costs The Company expenses the costs of producing advertisements and marketing material at the time production occurs, and expenses the costs of communicating advertisements and participating in trade shows in the period in which occur. Advertising and trade show expense incurred for the three months ended September 30, 2015, and 2014, was $ 138 824 2,842 1,444 |
Customer Deposits and Returns [Policy Text Block] | Customer deposits and returns policy The Company takes a minimum 50 15 |
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 is determined through use of the quoted stock price. For the three and nine months ended September 30, 2015 and 2014, the Company compensated and/or converted all accrued payroll to stock for one related party employee. For further discussion see Note 7. RELATED PARTIES TRANSACTIONS |
Beneficial Conversion Feature On Convertible Debentures [Policy Text Block] | Beneficial conversion features on convertible debentures The fair value of the stock upon which beneficial conversion feature (BCF) computations, as applicable, was determined through use of the quoted stock price. See Note 12. CONVERTIBLE DEBENTURES |
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 September 30, 2015, and December 31, 2014, 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 September 30, 2015, and December 31, 2014, as presented on the face of the balance sheet. |
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 and equivalent shares were included in the computation of dilutive earnings per share for the three and nine months ended September 30, 2015 and 2014. |
New Accounting Pronouncements, Policy [Policy Text Block] | New accounting pronouncements In July 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-11, Inventory (Topic 330), Simplifying the Measurement of Inventory. ASU No. 2015-11 does not apply to inventory measurement using the last-in, last-out (LIFO) or retail methods. ASU No. 2015-11 applies to all other inventory measurement methods, which includes first-in, first-out (FIFO) or average cost. Previously, inventory valuation was at the lower of cost or fair market value. This ASU changes the valuation to lower or cost of net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of the business, less reasonably predictable costs of completion, disposal, and transportation. ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. ASU 2015-11 should be applied prospectively with earlier application permitted. The Company opted for early adoption of ASU 2015-11 this period with no impact to financial condition, results of operations, or cash flows. The Company updated its consolidated financial statements to reflect inventory valuation at the lower of cost or net realizable value. The Company believes there was no other new accounting guidance issued, 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) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory consists of the following as of: September 30, 2015 December 31, 2014 Raw materials $ 346,908 $ 331,879 Work in process Finished goods 252,017 274,334 $ 598,925 $ 606,213 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consists of the following as of: September 30, 2015 December 31, 2014 Factory and office equipment $ 62,633 $ 62,633 Tooling 59,149 52,344 Computer equipment and software 23,932 23,932 Vehicles 44,160 44,160 Leasehold improvements 43,779 38,379 233,653 221,448 Less: accumulated depreciation and amortization (138,961) (112,942) $ 94,692 $ 108,506 |
RELATED PARTIES TRANSACTIONS (T
RELATED PARTIES TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | Notes payable related parties consists of the following at September 30, 2015: 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, matured on November 1, 2014 $ Promissory note payable to Chief Executive Officer, unsecured, payable in twelve monthly principal payment of $2,250 beginning June 15, 2015, with interest at 10% per annum with payments monthly in shares of stock based on the monthly weighted average price of the stock, maturing May 15, 2016. 17,848 Less amounts due within one year 17,848 Long-term portion of notes payable $ $ 17,848 Notes payable related parties consists of the following at December 31, 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, matured on November 1, 2014 $ 14,167 Less amounts due within one year 14,167 Long-term portion of notes payable $ $ 14,167 |
Schedule Of Related Party Principal Payments [Table Text Block] | As of September 30, 2015, principal payments on the notes payable related parties are as follows: 2015 $ 6,598 2016 11,250 2017 2018 2019 Thereafter $ 17,848 |
Schedule Of Other Liabilities And Accrued Interest Related Party [Table Text Block] | Other liabilities and accrued interest related parties consists of the following at: September 30, 2015 December 31, 2014 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 3,004 Due to Principals of Carleigh Rae Corp., net 6,017 6,017 $ 90,517 $ 93,521 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable Disclosure [Abstract] | |
Schedule Of Notes Payable [Table Text Block] | Notes payable consists of the following as of September 30, 2015: Promissory note payable, secured by vehicle underlying loan having carrying value of $15,028 at September 30, 2015, bearing interest at 1.9% per annum, due in monthly principal and interest payments of $523, maturing on December 5, 2017. $ 13,236 Less amounts due within one year 5,568 Long-term portion of notes payable $ 7,668 Notes payable consists of the following as of December 31, 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. $ 2,764 Promissory note payable, secured by vehicle underlying loan having carrying value of $17,760 at December 31, 2014, bearing interest at 1.9% per annum, due in monthly principal and interest payments of $523, maturing on December 5, 2017. 18,216 20,980 Less amounts due within one year 8,749 Long-term portion of notes payable $ 12,231 |
Schedule Of Principal Payments On Notes Payable [Table Text Block] | As of September 30, 2015, principal payments on the notes payable are as follows: 2015 $ 1,004 2016 6,099 2017 6,133 2018 2019 Thereafter $ 13,236 |
CONVERTIBLE DEBENTURES (Tables)
CONVERTIBLE DEBENTURES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Convertible Debentures [Abstract] | |
Schedule Of Convertible Debentures [Table Text Block] | Convertible debentures consist of the following at September 30, 2015 and December 31, 2014: September September December December 30, 2015 30, 2015 31, 2014 31, 2014 Maturity Interest Origination Origination Debenture Accrued Debenture Accrued Date Rate Principal Discount Balance Interest Balance Interest Ref. 5/27/2011 10 % 125,000 (53,571) $ 58,750 $ 33,239 $ 58,750 $ 28,829 (1) 11/11/2011 5 % 76,000 (32,571) - - - - (2) 5/2/2013 8 % 42,500 (27,172) - - - - (3) 8/2/2013 8 % 78,500 (50,189) - - 4,680 6,280 (3) 5/5/2012 5 % 300,000 (206,832) 300,000 132,500 300,000 110,000 (4) 8/31/2013 5 % 10,000 (4,286) 10,000 2,057 10,000 1,679 (5) 10 % See ref (6) for Discussion - 379 - 379 (6) 2/10/2014 10 % 5,500 - 472 204 472 155 (7) 2/10/2014 10 % 39,724 - 2,743 3,710 2,743 3,503 (8) 4/14/2013 9.90 % 20,000 (13,333) - - - - (9) $ 371,965 $ 172,089 $ 376,645 $ 150,825 Reference numbers in right hand column of table entitled Ref. refer to paragraphs with corresponding numbers that immediately follow this paragraph. (1) 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 May 27, 2011 30 Company valued the beneficial conversion feature (BCF) of the convertible debenture at $ 53,517 71,483 On February 10, 2012, the holder of this debenture entered into an agreement with a third party to sell/assign the $ 125,000 7,500 11,750 11,750 125,000 (2) 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 38,000 30 32,571 28,000 COMMITMENTS AND CONTINGENCIES 14,850 (3) On August 8, 2012, the Company borrowed $ 42,500 May 10, 2013 39 27,172 42,500 34,055 8,445 1,700 On October 31, 2012, the Company borrowed $ 78,500 August 2, 2013 39 50,189 78,500 73,820 4,680 6,820 (4) On May 3, 2011, the Company borrowed $ 300,000 10 30 300,000 600,000 337.50 472.50 1 for -1,350 206,832 45,000 (5) The Company borrowed $ 10,000 30 4,286 (6) The Company entered a new debenture agreement upon sale/assignment of the original lender under the debenture as discussed in reference (1) 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 $ 7,500 125,000 4,286 11,750 6,714 11,750 6,714 11,750 6,714 The Company may prepay at any time in an amount equal to 150 .37125 4.99 As of September 30, 2015 and December 31, 2014, the lender had assigned an aggregate of $ 5,500 23,500 (7) This line is comprised of the assignment of $ 5,500 (8) On February 12, 2014 the Company entered into new debenture agreement for $ 39,724 Conversion price under the debenture is $ .37125 4.99 3,211 (9) On April 8, 2013, the Company borrowed $ 20,000 40 13,333 20,000 2,302 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 nine months ended: September 30, 2015 September 30, 2014, Current taxes Federal $ $ State Current taxes Change in deferred taxes 182,401 47,311 Change in valuation allowance (182,358) (47,267) Provision for income tax expense $ 43 $ 44 |
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 September 30, 2015: Deferred tax assets: Equity based compensation $ 97,276 Allowance for doubtful accounts 9,520 Net operating loss carryforward 1,015,748 On-line training certificate reserve 819 Total deferred tax assets 1,123,363 Valuation allowance (1,120,843) Deferred tax assets net of valuation allowance 2,520 Less deferred tax assets non-current, net of valuation allowance 2,330 Deferred tax assets current, net of valuation allowance $ 190 The following is a summary of the significant components of the Company’s deferred tax assets and liabilities at December 31, 2014: Deferred tax assets: Equity based compensation $ 97,276 Allowance for doubtful accounts 15,980 Net operating loss carryforward 1,091,064 On-line training certificate reserve 1,154 Total deferred tax assets 1,205,474 Valuation allowance (1,202,911) 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 |
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 nine months ended are as follows: September 30, 2015 September 30, 2014, Statutory tax rate % % Increase (decrease) in rates resulting from: Net operating loss carryforward or carryback (34) % (13) % Equity based compensation and loss % 3 % Change in valuation allowance 37 % 10 % Change in allowance for doubtful accounts (3) % % Effective tax rate % % |
DESCRIPTION OF BUSINESS AND S36
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Significant Accounting Policies [Line Items] | ||||
Marketing and Advertising Expense | $ 138 | $ 824 | $ 2,842 | $ 1,444 |
Percentage Of Minimum Deposit For Custom and Large Tank Fill Systems | 50.00% | |||
Percentage Of Restocking Fees | 15.00% | |||
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 ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Raw materials | $ 346,908 | $ 331,879 |
Work in process | 0 | 0 |
Finished goods | 252,017 | 274,334 |
Inventory | $ 598,925 | $ 606,213 |
PREPAID EXPENSES AND OTHER CU38
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details Textual) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Prepaid Expense and Other Assets, Current [Line Items] | ||
Prepaid expenses and other current assets | $ 105,320 | $ 30,195 |
Advances on Inventory Purchases | 71,497 | 21,508 |
Prepaid Insurance | 9,048 | 8,112 |
Other Assets, Current | 584 | $ 575 |
Prepaid Rent | 5,991 | |
Other Prepaid Expense, Current | 10,000 | |
Legal Settlement Receivable | 7,200 | |
Prepaid Accounting Expenses | $ 1,000 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 233,653 | $ 221,448 |
Less: accumulated depreciation and amortization | (138,961) | (112,942) |
Property Plant and Equipment, Net | 94,692 | 108,506 |
Factory And Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 62,633 | 62,633 |
Tooling [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 59,149 | 52,344 |
Computer Equipment And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 23,932 | 23,932 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 44,160 | 44,160 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 43,779 | $ 38,379 |
OTHER ASSETS (Details Textual)
OTHER ASSETS (Details Textual) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
Other Assets [Line Items] | |||
Other Assets, Noncurrent | $ 6,648 | $ 31,049 | |
Refundable Deposits Assets Noncurrent | 6,309 | ||
Pompano Dive Center, LLC [Member] | |||
Other Assets [Line Items] | |||
Other Assets, Noncurrent | $ 24,740 | $ 24,740 | $ 24,740 |
CUSTOMER CREDIT CONCENTRATIONS
CUSTOMER CREDIT CONCENTRATIONS (Details Textual) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
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 | 25.50% | 27.48% | 30.49% | 39.55% |
Sales Revenue, Goods, Net [Member] | Non Related Party [Member] | ||||
Customer Credit Concentrations [Line Items] | ||||
Concentration Risk, Percentage | 40.93% | 19.84% |
RELATED PARTIES TRANSACTIONS (D
RELATED PARTIES TRANSACTIONS (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
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, matured on November 1, 2014 | $ 0 | $ 14,167 |
Promissory note payable to Chief Executive Officer, unsecured, payable in twelve monthly principal payment of $2,250 beginning June 15, 2015, with interest at 10% per annum with payments monthly in shares of stock based on the monthly weighted average price of the stock, maturing May 15, 2016. | 17,848 | |
Less amounts due within one year | 17,848 | 14,167 |
Long-term portion of notes payable | 0 | 0 |
Notes Payable, Related Parties, Current | $ 17,848 | $ 14,167 |
RELATED PARTIES TRANSACTIONS 43
RELATED PARTIES TRANSACTIONS (Details 1) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
2,015 | $ 6,598 | |
2,016 | 11,250 | |
2,017 | 0 | |
2,018 | 0 | |
2,019 | 0 | |
Thereafter | 0 | |
notes payable - related parties | $ 17,848 | $ 14,167 |
RELATED PARTIES TRANSACTIONS 44
RELATED PARTIES TRANSACTIONS (Details 2) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||
Other liabilities - related parties | $ 90,517 | $ 93,521 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Year-end 2012 bonus payable to Chief Executive Officer | 67,000 | 67,000 |
Employee [Member] | ||
Related Party Transaction [Line Items] | ||
Year-end 2012 bonus payable to employee | 17,500 | 17,500 |
Director [Member] | ||
Related Party Transaction [Line Items] | ||
Accrued interest on note payable non-employee Board of Director | 0 | 3,004 |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Principals of Carleigh Rae Corp., net | $ 6,017 | $ 6,017 |
RELATED PARTIES TRANSACTIONS 45
RELATED PARTIES TRANSACTIONS (Details Textual) - USD ($) | Oct. 30, 2013 | Nov. 02, 2012 | Apr. 10, 2012 | Dec. 23, 2013 | Nov. 30, 2013 | May. 31, 2013 | Feb. 23, 2013 | Dec. 24, 2010 | Mar. 31, 2009 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Jun. 29, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 22, 2015 | Jun. 30, 2014 | Jun. 11, 2012 | Mar. 03, 2009 |
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Revenue, Net | $ 1,105,915 | $ 805,472 | $ 2,281,636 | $ 2,258,980 | ||||||||||||||||||
Related Party Transaction, Purchases from Related Party | $ 25,500 | $ 1,948 | ||||||||||||||||||||
Liabilities, Noncurrent | $ 8,250 | |||||||||||||||||||||
Percentage Of Restrictions On Common Stock | 10.00% | 10.00% | ||||||||||||||||||||
Terms Of License Agreement | $2.00 per licensed product sold, rates increasing 5% | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 234 | 5,185 | ||||||||||||||||||||
Share-based Compensation, Total | $ 44,610 | |||||||||||||||||||||
Cancelled Compensation Related Party | $ 2,500 | $ 27,500 | ||||||||||||||||||||
Cancelled Stock Payable To Board Of Directors | $ 5,917 | |||||||||||||||||||||
Additional Paid In Capital, Common Stock | $ 8,652,168 | $ 8,652,168 | $ 8,631,496 | |||||||||||||||||||
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 | |||||||||||||||||||||
Stock Issuable During Period Shares Share Based Compensation | 1,852 | |||||||||||||||||||||
Stock Value Payable During Period Shares Share Based Compensation | $ 2,250 | |||||||||||||||||||||
Closing Price Per Share | $ 0.025 | |||||||||||||||||||||
Percentage Of Gross Revenues Per Quarter | 2.50% | 2.50% | ||||||||||||||||||||
Share-Based Compensation Arrangements By Share-Based Payment Award, Options, Grants In Period, Weighted Average Exercise Price | $ 36 | |||||||||||||||||||||
Conversion of accrued interest on note payable related party to stock | $ 692 | 0 | ||||||||||||||||||||
Due to Employees | $ 17,848 | 17,848 | ||||||||||||||||||||
Other Assets, Noncurrent | 6,648 | $ 6,648 | 31,049 | |||||||||||||||||||
Dissolution Of Joint Venture Agreement Shares | 3,394 | |||||||||||||||||||||
Dissolution Of Joint Venture Agreement Value | $ 24,740 | |||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Declaration Of Bonus | $ 83,333 | |||||||||||||||||||||
Brownies Southport Divers Inc [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related Party Transaction, Purchases from Related Party | $ 28,976 | 42,882 | ||||||||||||||||||||
Brownie Palm Beach Divers [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related Party Transaction, Purchases from Related Party | 9,410 | 4,128 | ||||||||||||||||||||
Brownies Yacht Toys [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related Party Transaction, Purchases from Related Party | 7,573 | 8,451 | ||||||||||||||||||||
Pompano Dive Center [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related Party Transaction, Purchases from Related Party | 13,757 | |||||||||||||||||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | 1,781 | 7,994 | ||||||||||||||||||||
Other Assets, Noncurrent | $ 24,740 | |||||||||||||||||||||
Dissolution Of Joint Venture Agreement Value | 0 | |||||||||||||||||||||
Mikkel Pitzner [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Accounts Receivable, Related Parties | $ 4,534 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,802,565 | |||||||||||||||||||||
Cancelled Stock Payable To Board Of Directors | $ 1,383 | |||||||||||||||||||||
Stock Returned For Forgiveness Of Bod Fees | 8,372 | 14,406 | ||||||||||||||||||||
Share-Based Compensation Arrangements By Share-Based Payment Award, Options, Grants In Period, Weighted Average Exercise Price | $ 0.01 | |||||||||||||||||||||
Par Value Of Stock Returned For Forgiveness Of Bod Fees | $ 1 | |||||||||||||||||||||
Brownies Global Logistics LLC [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related Party Transaction, Purchases from Related Party | 3,593 | 2,107 | ||||||||||||||||||||
Purdon [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Share-based Compensation, Total | 13,500 | 13,500 | $ 40,500 | $ 40,500 | ||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 4,833,157 | 2,321,978 | ||||||||||||||||||||
Robert Carmichael [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Conversion of accrued interest on note payable related party to stock | $ 203 | $ 489 | ||||||||||||||||||||
Conversion of accrued interest on convertible debentures to stock | 66,764 | 204,012 | ||||||||||||||||||||
Due to Employees | $ 27,000 | |||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Declaration Of Bonus | $ 129,500 | |||||||||||||||||||||
Stock Incentive Bonus Cash Awarded | $ 67,000 | |||||||||||||||||||||
Stock Incentive Bonus Value Of Shares Awarded | $ 45,000 | 61,852 | ||||||||||||||||||||
Debt Instrument, Collateral Amount | $ 2,250 | $ 2,250 | $ 2,250 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | |||||||||||||||||||
Chief Executive Officer [Member] | Brownies Southport Divers Inc + Brownie Palm Beach Divers + Brownies Yacht Toys [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Revenue, Net | $ 280,786 | 218,874 | $ 652,124 | $ 706,105 | ||||||||||||||||||
Chief Executive Officer [Member] | Brownies Global Logistics LLC [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Revenue, Net | 1,261 | $ 676 | 43,649 | $ 179,367 | ||||||||||||||||||
Director [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Additional Paid In Capital, Common Stock | $ 27,500 | |||||||||||||||||||||
Debt Instrument, Collateral Amount | $ 200,000 | $ 200,000 | $ 200,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 21.21% | 21.21% | 21.21% | |||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 8,585 | $ 8,585 | ||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Declaration Of Bonus | 129,500 | |||||||||||||||||||||
Stock Incentive Bonus Value Of Shares Awarded | $ 17,500 | |||||||||||||||||||||
Board of Directors [Member] | Mikkel Pitzner [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Proceeds from Secured Notes Payable | $ 85,000 |
ASSET PURCHASE (Details Textual
ASSET PURCHASE (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Sep. 30, 2015 | |
Assets Purchase [Line Items] | ||
Lease Expiration Date | May 31, 2013 | |
Asset Purchase Price Under Purchase Agreement | $ 22,500 | |
Asset Purchase Price Amount Paid | 9,643 | |
Asset Purchase Price Remaining Balance | $ 12,857 | $ 12,857 |
ACCOUNTS PAYABLE AND ACCRUED 47
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Textual) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts Payable and Accrued Liabilities [Line Items] | ||
Accounts Payable and Accrued Liabilities | $ 401,480 | $ 462,776 |
Accounts Payable, Trade, Current | 116,649 | 196,027 |
Employee-related Liabilities, Current | 28,130 | 31,669 |
Accrued Bonuses, Current | 45,000 | 45,000 |
Accrued Payroll Taxes, Current | 39,612 | 39,242 |
Accrued Interest Current | $ 172,089 | $ 150,838 |
OTHER LIABILITIES (Details Text
OTHER LIABILITIES (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Other Liabilities [Line Items] | ||
Other liabilities | $ 230,977 | $ 232,738 |
Short-term Bank Loans and Notes Payable | 12,857 | 12,857 |
Online Training Liability | $ 2,338 | 3,295 |
Online Training Liability Historical Redemption Rate | 10.00% | |
Short-term Debt | $ 215,782 | 216,586 |
Proceeds Towards Settlement Of Convertible Debentures | $ 200,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ||
Notes Payable | $ 20,980 | |
Less amounts due within one year | $ 5,568 | 8,749 |
Long-term portion of notes payable | 7,668 | 12,231 |
Promissory Note Payable Secured [Member] | ||
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ||
Notes Payable | $ 13,236 | 18,216 |
Promissory Note Payable Unsecured [Member] | ||
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ||
Notes Payable | $ 2,764 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ||
Notes Payable | $ 20,980 | |
Notes Payable [Member] | ||
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ||
2,015 | $ 1,004 | |
2,016 | 6,099 | |
2,017 | 6,133 | |
2,018 | 0 | |
2,019 | 0 | |
Thereafter | 0 | |
Notes Payable | $ 13,236 |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Promissory Note Payable Secured [Member] | ||
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 1.90% | 1.90% |
Maturity Date | Dec. 5, 2017 | Dec. 5, 2017 |
Debt Instrument, Payment Terms | due in monthly principal and interest payments of $523 | due in monthly principal and interest payments of $523 |
Secured Long-term Debt, Noncurrent | $ 15,028 | $ 17,760 |
Promissory Note Payable Unsecured [Member] | ||
Long-term Debt, by Category, Current and Noncurrent [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |
Maturity Date | Mar. 10, 2015 | |
Debt Instrument, Payment Terms | due in weekly principal and interest payments of $250 |
CONVERTIBLE DEBENTURES (Details
CONVERTIBLE DEBENTURES (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Feb. 12, 2014 | |||
Convertible Debentures [Line Items] | ||||||
Debenture Balance | $ 371,965 | $ 376,645 | ||||
Accrued Interest | $ 172,089 | 150,825 | ||||
Convertible Debentures Maturity Date 5/27/2011 [Member] | ||||||
Convertible Debentures [Line Items] | ||||||
Maturity Date | May 27, 2011 | May 27, 2011 | [1] | |||
Interest Rate | [1] | 10.00% | ||||
Origination Principal Balance | [1] | $ 125,000 | ||||
Origination Discount Balance | [1] | (53,571) | ||||
Debenture Balance | [1] | 58,750 | 58,750 | |||
Accrued Interest | [1] | $ 33,239 | 28,829 | |||
Convertible Debentures Maturity Date 11/11/2011 [Member] | ||||||
Convertible Debentures [Line Items] | ||||||
Maturity Date | [2] | Nov. 11, 2011 | ||||
Interest Rate | [2] | 5.00% | ||||
Origination Principal Balance | [2] | $ 76,000 | ||||
Origination Discount Balance | [2] | (32,571) | ||||
Debenture Balance | [2] | 0 | 0 | |||
Accrued Interest | [2] | $ 0 | 0 | |||
Convertible Debentures Maturity Date 5/2/2013 [Member] | ||||||
Convertible Debentures [Line Items] | ||||||
Maturity Date | [3] | May 2, 2013 | ||||
Interest Rate | [3] | 8.00% | ||||
Origination Principal Balance | [3] | $ 42,500 | ||||
Origination Discount Balance | [3] | (27,172) | ||||
Debenture Balance | [3] | 0 | 0 | |||
Accrued Interest | [3] | $ 0 | 0 | |||
Convertible Debentures Maturity Date 8/2/2013 [Member] | ||||||
Convertible Debentures [Line Items] | ||||||
Maturity Date | [3] | Aug. 2, 2013 | ||||
Interest Rate | [3] | 8.00% | ||||
Origination Principal Balance | $ 78,500 | [3] | $ 39,724 | |||
Origination Discount Balance | [3] | (50,189) | ||||
Debenture Balance | [3] | 0 | 4,680 | |||
Accrued Interest | [3] | $ 0 | 6,280 | |||
Convertible Debentures Maturity Date 5/5/2012 [Member] | ||||||
Convertible Debentures [Line Items] | ||||||
Maturity Date | [4] | May 5, 2012 | ||||
Interest Rate | [4] | 5.00% | ||||
Origination Principal Balance | [4] | $ 300,000 | ||||
Origination Discount Balance | [4] | (206,832) | ||||
Debenture Balance | [4] | 300,000 | 300,000 | |||
Accrued Interest | [4] | $ 132,500 | 110,000 | |||
Convertible Debentures Maturity Date 8/31/2013 [Member] | ||||||
Convertible Debentures [Line Items] | ||||||
Maturity Date | [5] | Aug. 31, 2013 | ||||
Interest Rate | [5] | 5.00% | ||||
Origination Principal Balance | [5] | $ 10,000 | ||||
Origination Discount Balance | [5] | (4,286) | ||||
Debenture Balance | [5] | 10,000 | 10,000 | |||
Accrued Interest | [5] | $ 2,057 | 1,679 | |||
Convertible Debentures Maturity Date 2/10/2012 [Member] | ||||||
Convertible Debentures [Line Items] | ||||||
Interest Rate | [6] | 10.00% | ||||
Debenture Balance | [6] | $ 0 | 0 | |||
Accrued Interest | [6] | $ 379 | 379 | |||
Convertible Debentures Maturity Date 2/10/2014 [Member] | ||||||
Convertible Debentures [Line Items] | ||||||
Maturity Date | [7] | Feb. 10, 2014 | ||||
Interest Rate | [7] | 10.00% | ||||
Origination Principal Balance | [7] | $ 5,500 | ||||
Origination Discount Balance | [7] | 0 | ||||
Debenture Balance | [7] | 472 | 472 | |||
Accrued Interest | [7] | $ 204 | 155 | |||
Convertible Debentures Maturity Date 2/10/2014 One [Member] | ||||||
Convertible Debentures [Line Items] | ||||||
Maturity Date | [8] | Feb. 10, 2014 | ||||
Interest Rate | [8] | 10.00% | ||||
Origination Principal Balance | [8] | $ 39,724 | ||||
Origination Discount Balance | [8] | 0 | ||||
Debenture Balance | [8] | 2,743 | 2,743 | |||
Accrued Interest | [8] | $ 3,710 | 3,503 | |||
Convertible Debentures Maurity Date 4/14/2013 [Member] | ||||||
Convertible Debentures [Line Items] | ||||||
Maturity Date | [9] | Apr. 14, 2013 | ||||
Interest Rate | [9] | 9.90% | ||||
Origination Principal Balance | [9] | $ 20,000 | ||||
Origination Discount Balance | [9] | (13,333) | ||||
Debenture Balance | [9] | 0 | 0 | |||
Accrued Interest | [9] | $ 0 | $ 0 | |||
[1] | 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 beneficial conversion feature (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 is purchased/assigned. See Ref. (6) for discussion of new terms on the assigned portions of the debenture. | |||||
[2] | 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 recognized interest expense through settlement. 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 that was partially settled/dismissed on July 1, 2014, and fully settled on September 24, 2015. Associated with the partial dismissal, the Company reversed in the second quarter of 2014, related prepaid inventory and convertible debenture resulting in a loss on settlement of $14,850. | |||||
[3] | On August 8, 2012, the Company borrowed $42,500 from lender in exchange for a convertible debenture maturing on May 10, 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. 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 recognized interest expense until full conversion. The lender fully converted this debenture to shares of common stock with $34,055 converted during the year ended December 31, 2013, and $8,445 converted during the year ended December 31, 2014. In addition, $1,700 accrued interest on the convertible debenture was converted to stock in the first quarter of 2014. The stock was issued without restrictive legend pursuant to Rule 144, since the holder acquired convertible note issued by the Company more than nine 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 the paragraph above. The Company valued the BCF of the convertible debenture at $50,189, and accordingly, discounted the $78,500 debenture by this amount. The Company accreted the discount to the convertible debenture through its maturity and recognized interest expense until full conversion. During the year ended December 31, 2014, the lender converted $73,820 of the convertible debenture to shares of common stock, and during the first quarter of 2015 converted the remaining $4,680 balance to shares of common stock. In addition, the lender converted $6,820 accrued interest on the convertible debenture to stock in the first quarter of 2015 in full satisfaction of the balance due. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than nine months prior to the date of conversion and did not pay any additional consideration for the shares. | |||||
[4] | 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 accrue 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. | |||||
[5] | 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. | |||||
[6] | The Company entered a new debenture agreement upon sale/assignment of the original lender under the debenture as discussed in reference (1) 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, 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 September 30, 2015 and December 31, 2014, the lender had assigned an aggregate of $5,500 under the debenture to four separate parties, and $23,500 to another party. See reference (7) and (8), respectively, related to the assignments. | |||||
[7] | This line is comprised of the assignment of $5,500 of the convertible debenture from reference (6) 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. | |||||
[8] | On February 12, 2014 the Company entered into new debenture agreement for $39,724 upon sale/assignment of the original lender. 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 transaction was treated as extinguishment of the old debenture with recording of the new for accounting purposes. Conversion price under the debenture is $.37125, 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 is limited to maximum conversion of 4.99% of the outstanding Common Stock of the Company at any one time. During the year ended December 31, 2013, the lender converted $3,211 of the debenture to stock. The stock was issued without restrictive legend pursuant to Rule 144, since the holder acquired convertible note issued by the Company more than nine months prior to the date of conversion and did not pay any additional consideration for the shares. | |||||
[9] | 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 year ended December 31, 2014, the lender converted $20,000 in full satisfaction of the convertible debenture to shares of common stock. In addition, during the year ended 2014, the Company converted all the accrued interest on the debenture, or $2,302, to shares of common stock. The debenture and interest conversion stock was issued without restrictive legend pursuant to Rule 144, since the holder acquired convertible note issued by the Company more than nine months prior to the date of conversion and did not pay any additional consideration for the shares. |
CONVERTIBLE DEBENTURES (Detai53
CONVERTIBLE DEBENTURES (Details Textual) - USD ($) | Apr. 08, 2013 | Nov. 08, 2012 | Aug. 08, 2012 | Mar. 09, 2011 | Oct. 31, 2015 | Mar. 31, 2015 | Oct. 31, 2012 | Jul. 17, 2012 | May. 18, 2012 | Feb. 29, 2012 | May. 03, 2011 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Feb. 12, 2014 | Feb. 10, 2012 | |||
Convertible Debentures [Line Items] | ||||||||||||||||||||||||||
Percentage Of Royalty On Revenue | 2.50% | |||||||||||||||||||||||||
Percentage Of Discount On Conversion Price | 30.00% | |||||||||||||||||||||||||
Research and development costs | $ 931 | $ 0 | $ 1,897 | $ 1,579 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 50,000 | 489 | $ 203 | |||||||||||||||||||||||
Convertible Debt One [Member] | ||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 53,517 | |||||||||||||||||||||||||
Research and development costs | $ 71,483 | |||||||||||||||||||||||||
Convertible Debt Three [Member] | ||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 32,571 | |||||||||||||||||||||||||
Percentage Of Discount On Conversion Price | 30.00% | |||||||||||||||||||||||||
Convertible Debenture Issued | 76,000 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 38,000 | |||||||||||||||||||||||||
Repayments of Debt | $ 28,000 | |||||||||||||||||||||||||
Convertible Debenture One [Member] | ||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Gross | $ 7,500 | |||||||||||||||||||||||||
Origination Principal Balance | 125,000 | |||||||||||||||||||||||||
Convertible Debenture Two [Member] | ||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||||||||||
Debt Instrument Transfer Or Assignment In Second Closing | $ 11,750 | |||||||||||||||||||||||||
Debt Instrument Transfer Or Assignment In Subsequent Closing | 11,750 | |||||||||||||||||||||||||
Extinguishment of Debt, Gain (Loss), Net of Tax | $ 14,850 | |||||||||||||||||||||||||
Origination Principal Balance | [1] | 125,000 | $ 125,000 | |||||||||||||||||||||||
Debt Instrument, Maturity Date | May 27, 2011 | May 27, 2011 | [1] | |||||||||||||||||||||||
Convertible Debenture Three [Member] | ||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||||||||||
Debt Instrument Accrued Interest | $ 6,820 | |||||||||||||||||||||||||
Origination Principal Balance | [2] | 76,000 | $ 76,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 4,680 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | [2] | Nov. 11, 2011 | ||||||||||||||||||||||||
Convertible Debenture Four [Member] | ||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 73,820 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 27,172 | $ 50,189 | ||||||||||||||||||||||||
Percentage Of Discount On Conversion Price | 39.00% | 39.00% | 30.00% | |||||||||||||||||||||||
Convertible Debenture Issued | $ 300,000 | |||||||||||||||||||||||||
Debt Instrument Accrued Interest | $ 1,700 | |||||||||||||||||||||||||
Debenture Discount | $ 78,500 | 206,832 | ||||||||||||||||||||||||
Convertible Debenture Issued | $ 45,000 | |||||||||||||||||||||||||
Maximum Conversion Percentage For Debenture At Any One Time | 10.00% | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 78,500 | $ 8,445 | $ 34,055 | |||||||||||||||||||||||
Stockholders Equity, Reverse Stock Split | 1 for -1,350 | |||||||||||||||||||||||||
Debt Instrument Principle Amount | $ 42,500 | $ 42,500 | ||||||||||||||||||||||||
Debt Instrument, Maturity Date | May 10, 2013 | Aug. 2, 2013 | ||||||||||||||||||||||||
Convertible Debenture Four [Member] | Warrant One [Member] | ||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||||||||||
Convertible Debenture Issued | $ 300,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 337.50 | |||||||||||||||||||||||||
Convertible Debenture Four [Member] | Warrant Two [Member] | ||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||||||||||
Convertible Debenture Issued | $ 600,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 472.50 | |||||||||||||||||||||||||
Convertible Debenture Five [Member] | ||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||||||||||
Percentage Of Discount On Conversion Price | 30.00% | |||||||||||||||||||||||||
Long-term Debt, Gross | 10,000 | $ 10,000 | ||||||||||||||||||||||||
Convertible Debenture Issued | $ 4,286 | $ 4,286 | ||||||||||||||||||||||||
Convertible Debenture Six [Member] | ||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.37125 | $ 0.37125 | ||||||||||||||||||||||||
Long-term Debt, Gross | $ 11,750 | $ 11,750 | $ 11,750 | $ 5,500 | $ 5,500 | 23,500 | 7,500 | |||||||||||||||||||
Maximum Conversion Percentage For Debenture At Any One Time | 4.99% | |||||||||||||||||||||||||
Extinguishment of Debt, Gain (Loss), Net of Tax | $ 6,714 | $ 6,714 | $ 6,714 | $ 4,286 | ||||||||||||||||||||||
Percentage Of Prepayment Of Debenture | 150.00% | |||||||||||||||||||||||||
Origination Principal Balance | $ 125,000 | |||||||||||||||||||||||||
Convertible Debenture Seven [Member] | ||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Gross | 5,500 | $ 5,500 | ||||||||||||||||||||||||
Origination Principal Balance | [3] | 42,500 | $ 42,500 | |||||||||||||||||||||||
Debt Instrument, Maturity Date | [3] | May 2, 2013 | ||||||||||||||||||||||||
Convertible Debenture Eight [Member] | ||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.37125 | |||||||||||||||||||||||||
Convertible Debenture Issued | $ 3,211 | |||||||||||||||||||||||||
Maximum Conversion Percentage For Debenture At Any One Time | 4.99% | |||||||||||||||||||||||||
Origination Principal Balance | 78,500 | [3] | $ 78,500 | [3] | $ 39,724 | |||||||||||||||||||||
Debt Instrument, Maturity Date | [3] | Aug. 2, 2013 | ||||||||||||||||||||||||
Convertible Debenture Nine [Member] | ||||||||||||||||||||||||||
Convertible Debentures [Line Items] | ||||||||||||||||||||||||||
Percentage Of Discount On Conversion Price | 40.00% | |||||||||||||||||||||||||
Convertible Debenture Issued | $ 13,333 | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||||||||||||
Debt Instrument Accrued Interest | $ 2,302 | |||||||||||||||||||||||||
[1] | 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 beneficial conversion feature (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 is purchased/assigned. See Ref. (6) for discussion of new terms on the assigned portions of the debenture. | |||||||||||||||||||||||||
[2] | 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 recognized interest expense through settlement. 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 that was partially settled/dismissed on July 1, 2014, and fully settled on September 24, 2015. Associated with the partial dismissal, the Company reversed in the second quarter of 2014, related prepaid inventory and convertible debenture resulting in a loss on settlement of $14,850. | |||||||||||||||||||||||||
[3] | On August 8, 2012, the Company borrowed $42,500 from lender in exchange for a convertible debenture maturing on May 10, 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. 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 recognized interest expense until full conversion. The lender fully converted this debenture to shares of common stock with $34,055 converted during the year ended December 31, 2013, and $8,445 converted during the year ended December 31, 2014. In addition, $1,700 accrued interest on the convertible debenture was converted to stock in the first quarter of 2014. The stock was issued without restrictive legend pursuant to Rule 144, since the holder acquired convertible note issued by the Company more than nine 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 the paragraph above. The Company valued the BCF of the convertible debenture at $50,189, and accordingly, discounted the $78,500 debenture by this amount. The Company accreted the discount to the convertible debenture through its maturity and recognized interest expense until full conversion. During the year ended December 31, 2014, the lender converted $73,820 of the convertible debenture to shares of common stock, and during the first quarter of 2015 converted the remaining $4,680 balance to shares of common stock. In addition, the lender converted $6,820 accrued interest on the convertible debenture to stock in the first quarter of 2015 in full satisfaction of the balance due. The stock was issued without restrictive legend pursuant to Rule 144, as the holder acquired convertible note issued by the Company more than nine months prior to the date of conversion and did not pay any additional consideration for the shares. |
STOCK WARRANTS (Details Textual
STOCK WARRANTS (Details Textual) - USD ($) | Mar. 09, 2011 | Sep. 30, 2015 | Jun. 30, 2015 |
Class of Stock [Line Items] | |||
Debt Conversion, Converted Instrument, Amount | $ 50,000 | $ 489 | $ 203 |
Convertible Debenture [Member] | |||
Class of Stock [Line Items] | |||
Fair Market Value Of Warrants | $ 7,500 | ||
Warrant One [Member] | Convertible Debenture [Member] | |||
Class of Stock [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | ||
Class Of Warrants Or Right Exercise Price Of Warrants Or Rights | $ 337.50 | ||
Warrant Two [Member] | Convertible Debenture [Member] | |||
Class of Stock [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | ||
Class Of Warrants Or Right Exercise Price Of Warrants Or Rights | $ 472.50 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Current taxes | ||||
Federal | $ 0 | $ 0 | ||
State | 0 | 0 | ||
Current taxes | 0 | 0 | ||
Change in deferred taxes | 182,401 | 47,311 | ||
Change in valuation allowance | (182,358) | (47,267) | ||
Provision for income tax expense | $ 0 | $ 0 | $ 43 | $ 44 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Equity based compensation | $ 97,276 | $ 97,276 |
Allowance for doubtful accounts | 9,520 | 15,980 |
Net operating loss carryforward | 1,015,748 | 1,091,064 |
On-line training certificate reserve | 819 | 1,154 |
Total deferred tax assets | 1,123,363 | 1,205,474 |
Valuation allowance | (1,120,843) | (1,202,911) |
Deferred tax assets net of valuation allowance | 2,520 | 2,563 |
Less deferred tax assets - non-current, net of valuation allowance | 2,330 | 2,330 |
Deferred tax assets - current, net of valuation allowance | $ 190 | $ 233 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax [Line Items] | ||
Statutory tax rate | 0.00% | 0.00% |
Increase (decrease) in rates resulting from: | ||
Net operating loss carryforward or carryback | (34.00%) | (13.00%) |
Equity based compensation and loss | 0.00% | 3.00% |
Change in valuation allowance | 37.00% | 10.00% |
Change in allowance for doubtful accounts | (3.00%) | 0.00% |
Effective tax rate | 0.00% | 0.00% |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Income Tax [Line Items] | ||
Effective Tax Rate For Deferred Taxes | 34.00% | 34.00% |
Valuation allowance | $ 1,120,843 | $ 1,202,911 |
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 ST59
AUTHORIZATION OF PREFERRED STOCK (Details Textual) - shares | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | 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 | 61.00% | ||
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 ($) | Aug. 14, 2014 | Dec. 10, 2013 | Jul. 31, 2014 | Jun. 30, 2013 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Commitments and Contingencies [Line Items] | |||||||||
Loss Contingency, Damages Sought, Value | $ 15,000 | ||||||||
Security Deposit | $ 5,367 | ||||||||
Operating Leases, Rent Expense, Minimum Rentals | 4,000 | ||||||||
Operating Leases, Rent Expense | $ 1,500 | ||||||||
Percentage Of Annual Operating Expenses | 10.76% | ||||||||
Legal Settlement Receivable | $ 7,200 | $ 7,200 | |||||||
Legal Fees | $ 60,000 | $ 49,812 | 11,137 | $ 31,463 | |||||
Maximum [Member] | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Loss Contingency, Damages Paid, Value | $ 1,000,000 | ||||||||
Loss Contingency, Damages Sought, Value | $ 1,000,000 | ||||||||
Undersea Breathing Systems Inc [Member] | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
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 | ||||||||
Loss On Convertible Debenture | $ 14,850 | ||||||||
Plaintiff [Member] | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Loss Contingency, Damages Paid, Value | $ 1,000,000 |
JOINT VENTURE EQUITY EXCHANGE61
JOINT VENTURE EQUITY EXCHANGE AGREEMENT (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | |
Joint Venture Equity Exchange Agreement [Line Items] | ||||
Common stock, shares issued | 82,555,078 | 83,772,236 | ||
Other assets | $ 6,648 | $ 31,049 | ||
Percentage Of Share In Pre Tax Net Profits | 33.00% | |||
Total Percentage Of Share In Pre Tax Net Profits | 50.00% | |||
Dissolution Of Joint Venture Agreement Shares | 3,394 | |||
Dissolution Of Joint Venture Agreement Value | $ 24,740 | |||
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 | $ 24,740 | |
Dissolution Of Joint Venture Agreement Shares | 3,394 | |||
Dissolution Of Joint Venture Agreement Value | $ 0 |
EQUITY INCENTIVE PLAN (Details
EQUITY INCENTIVE PLAN (Details Textual) - shares | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2009 | Aug. 22, 2007 | Dec. 31, 2013 | |
Equity Incentive Plan [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 234 | 5,185 | |
Equity Incentive Plan [Member] | |||
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 | 75 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 297 |
EQUITY BASED INCENTIVE_RETENT63
EQUITY BASED INCENTIVE/RETENTION BONUSES AND OTHER BONUSES (Details Textual) - USD ($) | Nov. 02, 2012 | Feb. 23, 2013 | Mar. 31, 2009 | Dec. 31, 2013 | Dec. 31, 2012 |
Equity Based Incentive Retention Bonus [Line Items] | |||||
Stock Incentive Bonus | $ 75,100 | ||||
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 | 234 | 5,185 | |||
Stock Incentive Bonus Cash Awarded | $ 67,000 | ||||
Other Liabilities And Accrued Interest [Member] | |||||
Equity Based Incentive Retention Bonus [Line Items] | |||||
Bonus Payable To Related Party | 84,500 | ||||
Chief Executive Officer [Member] | |||||
Equity Based Incentive Retention Bonus [Line Items] | |||||
Stock Incentive Bonus Value Of Shares Awarded | $ 45,000 | 61,852 | |||
Stock Incentive Bonus Number Of Shares Awarded | 37,038 | ||||
Declaration Of Bonus | $ 129,500 | ||||
Stock Incentive Bonus Cash Awarded | $ 67,000 | ||||
Board of Directors Chairman [Member] | |||||
Equity Based Incentive Retention Bonus [Line Items] | |||||
Stock Incentive Bonus Value Of Shares Awarded | 17,500 | ||||
Declaration Of Bonus | $ 129,500 | ||||
Related Party Employee [Member] | |||||
Equity Based Incentive Retention Bonus [Line Items] | |||||
Stock Incentive Bonus Value Of Shares Awarded | $ 2,250 | ||||
Stock Incentive Bonus Number Of Shares Awarded | 1,854 |
STRATEGIC ALLIANCE AGREEMENT (D
STRATEGIC ALLIANCE AGREEMENT (Details Textual) - USD ($) | Apr. 10, 2012 | Sep. 30, 2015 |
Strategic Alliance Agreement [Line Items] | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 36 | |
Restricted Stock [Member] | Precision Paddleboards Inc [Member] | Strategic Alliance Agreement [Member] | ||
Strategic Alliance Agreement [Line Items] | ||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 24,000 | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 494 | 494 |
INTEREST EXPENSE NON-RELATED 65
INTEREST EXPENSE NON-RELATED PARTIES AND OTHER EXPENSE (INCOME), NET (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Interest Expense, Non Related Party | $ 9,254 | $ 10,312 | $ 27,800 | $ 35,564 |
Interest Expense, Debt | 20,406 | 14,850 | ||
Royalty Income, Nonoperating | 3,471 | 5,144 | ||
Other (income) expense, net | (6,494) | (26,223) | (4,264) | (23,619) |
Other Income | 6,494 | 2,930 | ||
Legal Fees | 60,000 | 49,812 | 11,137 | 31,463 |
Other Expenses | 3,183 | |||
Other Operating Income (Expense), Net | 26,223 | 23,619 | ||
Sales Commission | 49,812 | |||
Gain (Loss) on Disposition of Property Plant Equipment | 1,800 | |||
Legal Settlement Receivable | 7,200 | 7,200 | ||
Gain (Loss) on Disposition of Assets | 0 | (27,846) | ||
Convertible Debentures [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Interest Expense, Debt | 9,177 | 10,216 | 27,531 | 34,702 |
Gains (Losses) on Extinguishment of Debt | 20,406 | |||
Notes Payable [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Interest Expense, Debt | $ 77 | $ 96 | $ 269 | $ 862 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Oct. 14, 2015 | Oct. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Subsequent Event [Line Items] | ||||
Conversion Of Accrued Interest On Note Payable Related Party To Stock | $ 692 | $ 0 | ||
Legal Settlement Receivable | $ 7,200 | |||
Series A Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Voting Rights | 71 | |||
Subsequent Event [Member] | Purdon [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 4,500 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 2,154,569 | |||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Conversion Of Accrued Interest On Note Payable Related Party To Stock | $ 124 | |||
Number Of Notes Issued To Related Party For The Conversion Of Accrued Interest | 54,055 |