Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 14, 2014 | Jun. 28, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'BALQON CORP. | ' | ' |
Entity Central Index Key | '0001169440 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $4,112,573 |
Entity Common Stock, Shares Outstanding | ' | 36,891,530 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets | ' | ' |
Cash and cash equivalents | $21,573 | $33,869 |
Accounts receivable, trade, net of allowance for doubtful accounts of $199,300 and $199,300 respectively | 74,825 | 21,239 |
Inventories | 276,202 | 266,009 |
Prepaid expenses | 110,763 | 52,615 |
Total current assets | 483,363 | 373,732 |
Property and equipment, net | 19,747 | 29,223 |
Other assets: | ' | ' |
Deposits | 14,400 | 14,400 |
Total assets | 517,510 | 417,355 |
Current liabilities | ' | ' |
Accounts payable and accrued expenses | 2,207,731 | 1,885,826 |
Accounts payable to related parties | 2,700,250 | 1,639,702 |
Customer deposits | 1,163,470 | 843,860 |
Payroll taxes payable | 351,191 | 307,619 |
Accrued expenses to officer | 804,467 | 576,414 |
Advances from shareholder | 5,018 | 5,018 |
Derivative liability | 1,076,792 | 847,472 |
Convertible notes, net of discount - in default | 3,361,500 | 3,080,846 |
Total current liabilities | 11,670,419 | 9,186,757 |
SHAREHOLDERS' DEFICIENCY | ' | ' |
Common stock, $0.001 par value, 100,000,000 shares authorized, 36,891,530 shares issued and outstanding as of December 31, 2013 and 2012, respectively | 36,891 | 36,891 |
Additional paid in capital | 19,982,383 | 19,635,423 |
Accumulated deficit | -31,172,183 | -28,441,716 |
Total shareholders' deficiency | -11,152,909 | -8,769,402 |
Total liabilities and shareholders' deficiency | $517,510 | $417,355 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets | ' | ' |
Accounts receivable, trade allowance | $199,300 | $199,300 |
Shareholders' Deficiency | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 36,891,530 | 36,891,530 |
Common stock, outstanding | 36,891,530 | 36,891,530 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Statements Of Operations | ' | ' |
REVENUES | $1,627,737 | $2,100,526 |
COST OF REVENUES (including $1,193,992 and $1,675,504 paid to a related entity) | 1,509,854 | 2,470,881 |
WRITE DOWN OF INVENTORY | 0 | 996,214 |
GROSS (LOSS) PROFIT | 117,883 | -1,366,569 |
OPERATING EXPENSES | ' | ' |
General and administrative | 1,799,712 | 2,497,347 |
Research and development | 95,363 | 258,792 |
Depreciation and amortization | 14,367 | 29,706 |
Impairment loss on goodwill | 0 | 166,500 |
Total operating expenses | 1,909,442 | 2,952,345 |
LOSS FROM OPERATIONS | -1,791,559 | -4,318,914 |
Financing costs to related entity | 0 | -671,809 |
Change in fair value of derivative liabilities | -229,320 | 795,091 |
Interest expense | -709,588 | -1,850,979 |
NET LOSS | ($2,730,467) | ($6,046,611) |
Net loss per share - basic and diluted | ($0.07) | ($0.17) |
Weighted average shares outstanding, basic and diluted | 36,891,530 | 36,580,558 |
STATEMENTS_OF_OPERATIONS_Paren
STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Statements Of Operations Parenthetical | ' | ' |
Cost of revenues paid to a related party | $1,193,992 | $1,675,504 |
STATEMENT_OF_SHAREHOLDERS_DEFI
STATEMENT OF SHAREHOLDERS' DEFICIENCY (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Beginning Balance, Amount | ($8,769,402) | ($4,075,840) |
Cost to induce exercise of warrants by related party | ' | 671,809 |
Fair value of warrants issued with convertible notes | ' | 109,140 |
Common stock issued upon conversion of shareholder loan, Amount | ' | 500,000 |
Fair Value of Common Stock transferred by shareholder to settle Company debts | 346,960 | 72,100 |
Net loss | -2,730,467 | -6,046,611 |
Ending Balance, Amount | -11,152,909 | -8,769,402 |
Common Stock | ' | ' |
Beginning Balance, Shares | 36,891,530 | 35,641,530 |
Beginning Balance, Amount | 36,891 | 35,641 |
Cost to induce exercise of warrants by related party | ' | ' |
Fair value of warrants issued with convertible notes | ' | ' |
Common stock issued upon conversion of shareholder loan, Shares | ' | 1,250,000 |
Common stock issued upon conversion of shareholder loan, Amount | ' | 1,250 |
Fair Value of Common Stock transferred by shareholder to settle Company debts | ' | ' |
Ending Balance, Shares | 36,891,530 | 36,891,530 |
Ending Balance, Amount | 36,891 | 36,891 |
Additional Paid-In Capital | ' | ' |
Beginning Balance, Amount | 19,635,423 | 18,283,624 |
Cost to induce exercise of warrants by related party | ' | 671,809 |
Fair value of warrants issued with convertible notes | ' | 109,140 |
Common stock issued upon conversion of shareholder loan, Amount | ' | 498,750 |
Fair Value of Common Stock transferred by shareholder to settle Company debts | 346,960 | 72,100 |
Ending Balance, Amount | 19,982,383 | 19,635,423 |
Accumulated Deficit | ' | ' |
Beginning Balance, Amount | -28,441,716 | -22,395,105 |
Cost to induce exercise of warrants by related party | ' | ' |
Fair value of warrants issued with convertible notes | ' | ' |
Common stock issued upon conversion of shareholder loan, Amount | ' | ' |
Fair Value of Common Stock transferred by shareholder to settle Company debts | ' | ' |
Net loss | -2,730,467 | -6,046,611 |
Ending Balance, Amount | ($31,172,183) | ($28,441,716) |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($2,730,467) | ($6,046,611) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 9,476 | 29,706 |
Fair value of warrants issued upon conversion of common stock | 0 | 671,809 |
Fair value of common stock transferred by shareholder to settle Company debts | 346,960 | 72,100 |
Change in fair value of derivative liability | 229,320 | -795,091 |
Write-down of non-recoverable inventories | 0 | 996,214 |
Loss on goodwill impairment | 0 | 166,500 |
Amortization of debt discount | 280,654 | 1,519,605 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -53,586 | 788,089 |
Inventories | -10,193 | 542,372 |
Prepaid expenses | -58,148 | 2,395 |
Accounts payable and accrued expenses | 1,610,506 | 2,225,043 |
Payroll taxes payable | 43,572 | 307,619 |
Customer advances | 319,610 | -573,528 |
Net cash used in operating activities | -12,296 | -93,778 |
Cash flows from investing activities: | ' | ' |
Acquisition of furniture, equipment and software | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ' | ' |
Bank Overdraft | 0 | -11,785 |
Net repayment of bank loan | 0 | -233,231 |
Proceeds from issuance of convertible notes, net | 0 | 340,000 |
Net cash used in financing activities | 0 | 94,984 |
Increase (decrease) in cash and cash equivalents | -12,296 | 1,206 |
Cash and cash equivalents, beginning of period | 33,869 | 32,663 |
Cash and cash equivalents, end of period | 21,573 | 33,869 |
Supplemental cash flow information: | ' | ' |
Income taxes paid | 0 | 0 |
Interest paid | 0 | 0 |
Supplemental non cash financing and investing activities: | ' | ' |
Fair value of derivative liability related to beneficial conversion feature and warrants issued in connection with exchange of unsecured convertible notes | 0 | 829,429 |
Fair value of derivative liability related to beneficial conversion feature in connection with secured convertible notes | 0 | 136,850 |
Conversion of shareholder loan to common stock | 0 | 500,000 |
Fair value of warrants issued with convertible notes | $0 | $109,140 |
1_NATURE_OF_BUSINESS_AND_SIGNI
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||||
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
The Company | |||||||||||||||||
Balqon Corporation, a California corporation (“Balqon California”), was incorporated on April 21, 2005 and commenced business operations in 2006. On October 24, 2008, Balqon California completed a merger with BMR Solutions, Inc., a Nevada corporation (“BMR”), with BMR being the survivor of the merger. Upon the closing, BMR changed its name to Balqon Corporation (the “Company”). The Company develops and manufactures complete drive systems and battery systems for electric vehicles, industrial equipment and renewable energy storage devices. The Company also designs and assembles electric powered yard tractors, short haul drayage tractors and inner city Class 7 and 8 delivery trucks utilizing its proprietary drive system technologies. | |||||||||||||||||
Going Concern | |||||||||||||||||
The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended December 31, 2013, the Company recorded a net loss of $2,730,467 and utilized cash in operations of $12,296. As of December 31, 2013, the Company had a working capital deficit of $11,187,056 and a shareholders’ deficiency of $11,152,909. In addition, the Company has not paid $351,191 in payroll taxes and is delinquent in payment of $3,361,500 in principal of its convertible notes and $770,003 of interest due on convertible notes payable. Pursuant to the terms of the notes, the non-payment of principal and interest by the Company constitutes an event of default and, as a result, the holders of the notes may accelerate payment of all amounts outstanding under the notes by giving written notice to the Company and thereby requiring that the Company immediately pay all principal and accrued and unpaid interest. If the holders of the notes were to declare the notes due and payable, the Company presently does not have the ability to pay these notes. In addition, as of December 31, 2013, $2,006,500 of the notes are secured under the terms of a security agreement granting the holders of the notes a security interest in all of the Company’s assets (including all intellectual property assets of the Company) subject to the interests of the holders of senior indebtedness (as that term is defined in the notes). | |||||||||||||||||
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and to ultimately achieve sustainable revenues and profitable operations. The Company’s financial statements do not include any adjustments that might result from the outcome of these uncertainties. | |||||||||||||||||
The Company does not currently have sufficient liquidity to meet its anticipated working capital, debt service and other liquidity needs in the very near-term. The Company believes that it has sufficient working capital to continue operations only until approximately August 15, 2014 at the latest unless it successfully restructures its debt, experiences a significant improvement in sales and obtains other sources of liquidity. In addition, although various secured creditors holding approximately $ 2,006,500 in secured convertible notes and secured debentures have not exercised their rights to foreclose on all of the Company’s assets (including its intellectual property assets), no assurance can be given that these holders of secured debt will not exercise their remedies under the Company’s outstanding secured notes and secured debentures. | |||||||||||||||||
The Company has been, and currently is, working towards identifying and obtaining new sources of financing. No assurances can be given that the Company will be successful in obtaining additional financing in the future. Any future financing that the Company may obtain may cause significant dilution to existing stockholders. Any debt financing or other financing of securities senior to common stock that the Company is able to obtain will likely include financial and other covenants that will restrict the Company’s flexibility. At a minimum, the Company expects these covenants to include restrictions on its ability to pay dividends on its common stock. Any failure to comply with these covenants would have a material adverse effect on the Company’s business, prospects, financial condition, results of operations and cash flows. In addition, the Company’s senior secured convertible debentures issued between July and December 2010 contain covenants that include restrictions on the Company’s ability to pay dividends on its common stock. | |||||||||||||||||
If adequate funds are not available, the Company may be required to delay, scale back or eliminate portions of its operations and product and service development efforts or to obtain funds through arrangements with strategic partners or others that may require the Company to relinquish rights to certain of its technologies or potential products or other assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of the Company’s proprietary technology and other important assets and could also adversely affect its ability to fund the Company’s continued operations and its product and service development efforts. Although the Company is actively pursuing a number of alternatives, including seeking to restructure its debt and seeking to raise additional debt or equity financing, or both, there can be no assurance that the Company will be successful. If the Company cannot restructure its debt and obtain sufficient liquidity in the very near term, the Company may need to seek to protection under the U.S. Bankruptcy Code. | |||||||||||||||||
Estimates | |||||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) 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. Material estimates relate to estimates of reserves for accounts receivable, inventory reserves, recoverability of reported amounts of long-lived assets and estimates for valuing equity instruments issued for financing or services. Actual results may differ from those estimates. | |||||||||||||||||
Revenues | |||||||||||||||||
Sales of Production Units, Parts and Batteries | |||||||||||||||||
The Company recognizes revenue from the sale of completed production units, parts and batteries when there is persuasive evidence that an arrangement exists, delivery of the product has occurred and title has passed, the selling price is both fixed and determinable, and collectability is reasonably assured, all of which generally occurs upon shipment of the Company’s product or delivery of the product to the destination specified by the customer. | |||||||||||||||||
The Company determines whether delivery has occurred based on when title transfers and the risks and rewards of ownership have transferred to the buyer, which usually occurs when the Company places the products with the buyer’s carrier. The Company regularly reviews its customers’ financial positions to ensure that collectability is reasonably assured. Except for warranties, the Company has no post-sales obligations. | |||||||||||||||||
Product Warranties | |||||||||||||||||
The Company provides limited warranties for parts and labor at no cost to its customers within a specified time period after the sale. The Company estimates the actual historical warranty claims coupled with an analysis of unfulfilled claims at the balance sheet date. As of December 31, 2013 and 2012, the Company had no warranty reserve nor did the Company incur warranty expenses during the years ended December 31, 2013 or 2012. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. | |||||||||||||||||
Accounts Receivable | |||||||||||||||||
Trade receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. | |||||||||||||||||
The Company uses the allowance method to account for uncollectible trade receivable balances. Under the allowance method, if needed, an estimate of uncollectible customer balances is made based upon specific account balances that are considered uncollectible. Factors used to establish an allowance include the credit quality and payment history of the customer. As of December 31, 2013 and December 31, 2012, management provided an allowance for doubtful accounts of $199,300 and $199,300 respectively. | |||||||||||||||||
Inventories | |||||||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined principally on a first-in-first-out average cost basis. Inventories at December 31, 2013 and 2012 consist principally of raw materials. During the year ended December 31, 2012, the Company performed an assessment of its inventory and determined an impairment charge of $257,214 was necessary to reduce such inventories to their net realizable value. No such inventory impairment charge was required at December 31, 2013. Recorded inventories at December 31, 2013 and 2012 do not include approximately $326,000 and $1,076,700 of batteries and other items held on consignment from Seven One Battery Company, an affiliate of the Company’s Chairman of the Board. (See Note 10) | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment are stated at cost, net of accumulated depreciation and amortization. The cost of property and equipment is depreciated or amortized on the straight-line method over the following estimated useful lives: | |||||||||||||||||
Computer equipment and software | 3 years | ||||||||||||||||
Furniture | 3 years | ||||||||||||||||
Machinery | 3-5 years | ||||||||||||||||
Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. | |||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||
Management performs impairment tests of goodwill and indefinite-lived intangible assets whenever an event occurs or circumstances change that indicate impairment has more likely than not occurred. Also, management performs impairment testing of goodwill and indefinite-lived intangible assets at least annually. | |||||||||||||||||
Management tests goodwill for impairment at the reporting unit level. The Company has only one reporting unit. At the time of goodwill impairment testing, management determines fair value through the use of a discounted cash flow valuation model incorporating discount rates commensurate with the risks involved with its reporting unit. If the calculated fair value is less than the current carrying value, impairment of the Company may exist. The use of a discounted cash flow valuation model to determine estimated fair value is common practice in impairment testing in the absence of available domestic and international transactional market evidence to determine the fair value. The key assumptions used in the discounted cash flow valuation model for impairment testing include discount rates, growth rates, cash flow projections and terminal value rates. Discount rates are set by using the Weighted Average Cost of Capital (“WACC”) methodology. The WACC methodology considers market and industry data as well as Company-specific risk factors for each reporting unit in determining the appropriate discount rates to be used. The discount rate utilized is indicative of the return an investor would expect to receive for investing in such a business. Operational management, considering industry and Company-specific historical and projected data, develops growth rates and cash flow projections for the Company. Terminal value rate determination follows common methodology of capturing the present value of perpetual cash flow estimates beyond the last projected period assuming a constant WACC and low long-term growth rates. As an indicator that each reporting unit has been valued appropriately through the use of the discounted cash flow valuation model, the aggregate fair value of all reporting units is reconciled to the total market capitalization of the Company. The discounted cash flow valuation methodology and calculations was used in the 2012 impairment testing. | |||||||||||||||||
During the year ended December 31, 2012, the Company determined that the value of its intangible asset recorded in connection with the acquisition of substantially all of the assets of EMS was impaired. Accordingly, the Company recorded an impairment loss of $166,500 that represented the recorded value of the goodwill from the EMS acquisition. | |||||||||||||||||
The Company reviews intangible assets subject to amortization at least annually to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. If the carrying value of an asset exceeds its undiscounted cash flows, the Company writes down the carrying value of the intangible asset to its fair value in the period identified. If the carrying value of assets is determined not to be recoverable, the Company records an impairment loss equal to the excess of the carrying value over the fair value of the assets. The Company’s estimate of fair value is based on the best information available, in the absence of quoted market prices. The Company generally calculates fair value as the present value of estimated future cash flows that the Company expects to generate from the asset using a discounted cash flow income approach as described above. If the estimate of an intangible asset’s remaining useful life is changed, the Company amortizes the remaining carrying value of the intangible asset prospectively over the revised remaining useful life. | |||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||
The Financial Accounting Standards Board (“FASB”) has established guidelines regarding when impairment losses on long-lived assets, which include property and equipment, should be recognized and how impairment losses should be measured. The guidelines also provide a single accounting model for long-lived assets to be disposed of and significantly change the criteria that would have to be met to classify an asset as held-for-sale. The Company periodically reviews, at least annually, such assets for possible impairment and expected losses. If any losses are determined to exist they are recorded in the period when such impairment is determined. Based upon management’s assessment, there were no indicators of impairment of the Company’s long lived assets during the years ended December 31, 2013 and 2012. | |||||||||||||||||
Income Taxes | |||||||||||||||||
Income taxes are recognized for the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets are recognized for the future tax consequences of transactions that have been recognized in the Company’s financial statements or tax returns. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized. | |||||||||||||||||
Loss Per Share | |||||||||||||||||
Basic loss per share has been computed using the weighted average number of common shares outstanding and issuable during the period. Diluted loss per share is computed based on the weighted average number of common shares and all common equivalent shares outstanding during the period in which they are dilutive. Common stock equivalent shares consist of shares issuable upon the exercise of stock options, warrants or other convertible securities such as convertible notes. For the years ended December 31, 2013 and 2012, common stock equivalent shares have been excluded from the calculation of loss per share as their effect is anti-dilutive. | |||||||||||||||||
The following table summarizes the weighted average shares and common stock equivalents outstanding as of December 31, 2013 and 2012: | |||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Weighted average shares outstanding | 36,891,530 | 36,580,558 | |||||||||||||||
Common stock equivalents: | |||||||||||||||||
Options exercisable into common shares | – | – | |||||||||||||||
Warrants exercisable into common shares | 10,295,500 | 10,295,500 | |||||||||||||||
Notes payable convertible into common shares | 6,814,583 | 6,814,583 | |||||||||||||||
Total, common stock equivalents | 17,110,083 | 17,110,083 | |||||||||||||||
Stock-Based Compensation | |||||||||||||||||
The Company periodically issues stock instruments, including shares of its common stock, stock options, and warrants to purchase shares of its common stock to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option awards issued and vesting to employees in accordance with authorization guidance of the FASB whereas the value of stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. Options to purchase shares of the Company’s common stock vest and expire according to the terms established at the grant date. | |||||||||||||||||
The Company accounts for stock options and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete. | |||||||||||||||||
Financial Assets and Liabilities Measured at Fair Value | |||||||||||||||||
The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the consolidated balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: | |||||||||||||||||
Level 1 | Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2 | Inputs, other than the quoted prices in active markets, that is observable either directly or indirectly. | ||||||||||||||||
Level 3 | Unobservable inputs based on the Company’s assumptions. | ||||||||||||||||
The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2013 and 2012. | |||||||||||||||||
31-Dec-13 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Fair value of Derivative Liability | $ | – | $ | – | $ | 1,076,792 | $ | 1,076,792 | |||||||||
31-Dec-12 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Fair value of Derivative Liability | $ | – | $ | – | $ | 847,472 | $ | 847,472 | |||||||||
Derivative Financial Instruments | |||||||||||||||||
The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used the Monte Carlo option pricing models to value the derivative instruments at inception and on subsequent valuation dates through June 30, 2012. The Company used the probability weighted average Black-Scholes-Merton models to value the derivative instruments for valuation dates after June 30, 2012. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |||||||||||||||||
Concentrations | |||||||||||||||||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and unsecured accounts receivable. | |||||||||||||||||
The Company maintains cash balances at one bank. At times, the amount on deposit exceeds the federally insured limits. Management believes that the financial institution that holds the Company’s cash is financially sound and, accordingly, minimal credit risk exists. As of December 31, 2013 and December 31, 2012 the Company did not have any amount in excess of insured limits maintained at the bank. | |||||||||||||||||
For the year ended December 31, 2013, 21%, 15% and 14% of revenues were from three customers. For the year ended December 31, 2012, 30% of total revenues were from one customer. At December 31, 2013, a single customer represented 69% of total accounts receivable balances. Accounts receivable from a single customer represented 60% of total accounts receivable as of December 31, 2012. | |||||||||||||||||
For the year ended December 31, 2013, 79% of costs of revenue were to one vendor. At December 31, 2013, accounts payable to the vendor represented 61% of total accounts payable balances. The vendor is a related party. (See Note 10) | |||||||||||||||||
For the year ended December 31, 2012, 68% of costs of revenue were to one vendor. At December 31, 2012, accounts payable to the vendor represented 53% of total accounts payable balances. The vendor is a related party. (See Note 10) | |||||||||||||||||
Research and Development Costs | |||||||||||||||||
The Company accounts for research and development costs by expensing costs as they are incurred. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
The Financial Accounting Standards Board (the “FASB”) has issued Accounting Standards Update (ASU) No. 2013-04, Liabilities (Topic 405), “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.” ASU 2013-04 provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this ASU is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements. | |||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of Unrecognized Tax Benefit When a Net Operating Loss Carryforward, A Similar Tax Loss, or a Tax Credit Carryforward Exists (A Consensus the FASB Emerging Issues Task Force). ASU 2013-11 provides guidance on financial statement presentation of unrecognized tax benefit when a net operating loss carrforward, a similar tax loss, or a tax credit carryforward exists. The FASB’s objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. This ASU applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforwards in the same tax jurisdiction as of the reporting date. This amendment is effective for public entities for fiscal years beginning after December 15, 2013 and interim periods within those years. The company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements. | |||||||||||||||||
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
2_PROPERTY_AND_EQUIPMENT
2. PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
Property and equipment consisted of the following: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Computer equipment and software | $ | 121,680 | $ | 121,680 | |||||
Office furniture | 35,300 | 35,300 | |||||||
Equipment | 35,941 | 35,941 | |||||||
Leasehold improvements | 21,711 | 21,711 | |||||||
Total property and equipment, cost | 214,632 | 214,632 | |||||||
Less: accumulated depreciation and amortization | (194,885 | ) | (185,409 | ) | |||||
Property and equipment, net | $ | 19,747 | $ | 29,223 | |||||
Depreciation expense for the years ended December 31, 2013 and 2012 was $9,476 and $29,706, respectively. |
3_ADVANCES_FROM_SHAREHOLDERS
3. ADVANCES FROM SHAREHOLDERS | 12 Months Ended |
Dec. 31, 2013 | |
Advances from Shareholders [Abstract] | ' |
ADVANCES FROM SHAREHOLDERS | ' |
As of December 31, 2013 and December 31, 2012, $5,018 of advances from shareholders was advanced to the Company by its President, Mr. Balwinder Samra, and is payable to Mr. Samra. This amount due to Mr. Samra, a related party, is unsecured, non-interest bearing, and does not have defined terms of repayment. | |
As of December 31, 2011, Mr. Winston Chung, the Company’s Chairman of the Board, had advanced $500,000 to the Company. The advance was non-interest bearing, and with no other defined terms. As of December 31, 2011, Mr. Chung also held warrants to acquire 7,812,500 shares of the Company’s common stock at an exercise price of $0.64 per share. The Warrants were vested and have a 5-year term or an expiration date on December 30, 2015. Effective March 31, 2012, the Company, Mr. Chung and SOL, a company related to the Chairman by common ownership, entered into an agreement whereby the exercise price of certain warrants held by SOL were reduced to $0.40 per share. Due to the modification of the exercise price, during the year ended December 31, 2012 the Company recognized a cost to induce conversion of $225,000 relating to the additional 468,750 shares that would be issued under the modified exercise price. | |
SOL then elected to exercise the warrants to acquire 1,250,000 shares of common stock at a price of $0.40 for which the Company issued 1,250,000 shares of its common stock to SOL. In consideration of the exercise of the warrants Mr. Chung agreed to cancel the $500,000 owed to him. The Company recognized a cost of $446,809, which represents the incremental fair value of the warrants after modification and was reflected as financing cost. |
4_CONVERTIBLE_PROMISSORY_NOTES
4. CONVERTIBLE PROMISSORY NOTES In Default | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
CONVERTIBLE NOTES PAYABLE IN DEFAULT | ' | ||||||||
Convertible notes payable, which are all in default, consist of the following as of December 31, 2013 and December 31, 2012: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Subordinated secured convertible notes payable, interest at 10% per annum payable quarterly, due March 31, 2013 (1) | $ | 891,500 | $ | 891,500 | |||||
Subordinated unsecured convertible notes payable, interest at 10% per annum payable quarterly, due March 31, 2012 (2) | 25,000 | 25,000 | |||||||
Subordinated unsecured convertible notes payable, interest at 10% per annum payable quarterly, due September 1, 2012 (3) | 1,330,000 | 1,330,000 | |||||||
Senior secured convertible notes payable, interest at 10% per annum payable quarterly, due March 31, 2013 (4) | 775,000 | 775,000 | |||||||
Secured Convertible Note Payable, Interest at 10% per annum payable quarterly, due March 31, 2013 (5) | 340,000 | 340,000 | |||||||
Convertible notes payable | 3,361,500 | 3,361,500 | |||||||
Less: note discount | – | (280,654 | ) | ||||||
Convertible notes payable, net of note discount | $ | 3,361,500 | $ | 3,080,846 | |||||
(1) Between March 25, 2009 and June 19, 2009, the Company entered into agreements with 34 accredited investors for the sale by the Company of an aggregate of $1,000,000 of 10% Unsecured Subordinated Convertible Promissory Notes which are convertible into an aggregate of 1,000,000 shares of the Company’s common stock at a conversion price of $1.00 per share of common stock, subject to adjustment. The notes are subordinated to the right to the prior payment of all Senior Indebtedness (as defined in the notes). Additionally, the Company issued three-year warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock at an exercise price of $1.50 per share. The conversion price of the notes and the exercise price of the warrants are only subject to adjustment based on stock splits, stock dividends, spin-offs, rights offerings, or recapitalization through a large, nonrecurring cash dividend. As of December 31, 2011, $916,500 in principal was outstanding under these notes. | |||||||||
During the three months ended March 31, 2012, the Company negotiated Amendment and Exchange Agreements with holders of $891,500 of its $916,500 of 10% unsecured notes payable that matured on March 31, 2012. The terms of the Amendment and Exchange Agreements provide that the maturity date of these notes (the “Amended Notes”) was extended until March 31, 2013, and are now currently in default. The Amended Notes continue to accrue interest at the rate of 10% and are subject to a security agreement. The Amendment and Exchange Agreements also provide that the Amended Notes are convertible into common stock of the Company at a price of $0.40 per share, subject to adjustment for a weighted average anti-dilution provision. In connection with the issuance of the Amended Notes, the Company issued three-year warrants to purchase up to 975,000 shares of common stock at an exercise price per share of $0.40. | |||||||||
As of December 31, 2013 and 2012, $891,500 was outstanding under these notes. The Amended Notes were due on March 31, 2013 (the “Maturity Date”) and are currently in default due to non-payment of the note by the Company. The Amended Notes are secured under the terms of a security agreement granting the holders of the Amended Notes a security interest in all of the Company’s personal property subject to the interests of the holders of Senior Indebtedness (as defined in the Amended Notes). The security interest granted is subordinate to the 10% Senior Secured Convertible Debentures that currently have a principal balance due of $775,000. (See item 4 below) | |||||||||
Each of the agreements governing the Amended Notes and warrants includes an anti-dilution provision that allows for the automatic reset of the conversion or exercise price upon any future sale of the Company’s common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the current conversion price of the Amended Notes or exercise price of the warrants issued with the Amended Notes. The Company considered the current FASB guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability or whether or not within the issuers’ control, means the instrument is not indexed to the issuers own stock. Accordingly, the Company determined that the conversion price of the Amended Notes and the exercise price of the warrants are not a fixed amount because they are subject to fluctuation based on the occurrence of future offerings or events. As a result, the Company determined that the conversion features and the warrants are not considered indexed to the Company’s own stock and characterized the initial fair value of these warrants as derivative liabilities upon issuance. The Company determined the aggregate initial fair value of the warrants issued to investors to be $316,876 and the initial fair value of the embedded beneficial conversion feature of the Amended Notes to be $512,613 (an aggregate amount of $829,489). These amounts were determined by management with the use of an independent valuation specialist using a Monte Carlo simulation model using the Black-Scholes Merton option pricing model. As such, the Company recorded an $829,489 valuation discount upon issuance of the notes and warrants. The Company is amortizing this valuation discount to interest expense over the life of the notes. During the year ended December 31, 2013 and 2012 the Company included in interest expense $207,357 and $622,132, respectively relating to the amortization of this discount. As of December 31, 2013 and 2012, the unamortized balance of the note discount was $0 and $207,357, respectively. | |||||||||
(2) A holder of $25,000 in principal of the Company’s 10% Unsecured Convertible Promissory Notes issued between March 25, 2009 and June 19, 2009 did not accept the Company’s offer under the Amendment and Exchange Agreements (see note 1 above) to exchange this note for an Amended Note that matures on March 31, 2013. As such, this 10% Unsecured Convertible Promissory Note matured on March 31, 2012 and is in default due to non-payment of the note by the Company. | |||||||||
(3) Between February 5, 2010 and April 12, 2010, the Company entered into agreements with seven accredited investors for the sale by the Company of an aggregate of $1,500,000 of 10% Unsecured Subordinated Convertible Promissory Notes which are convertible into an aggregate of 1,999,993 shares of the Company’s common stock at a conversion price of $0.50 per share of common stock, subject to adjustment. Additionally, the Company issued three-year warrants to purchase an aggregate of 1,999,993 shares of the Company’s common stock at an exercise price of $0.50 per share. In connection with the offering, the Company issued three year warrants to purchase 15,999 shares of its common stock at an exercise price of $0.50 per share to two accredited investors in consideration of finder services rendered. The conversion price of the notes and the exercise price of the warrants are only subject to adjustment based on stock splits, stock dividends, spin-offs, rights offerings, or recapitalization through a large, nonrecurring cash dividend. As of December 31, 2013 and 2012, $1,330,000 in principal was outstanding under these notes. The notes matured on September 1, 2012 and are presently in default due to non-payment. | |||||||||
The Company determined that the relative fair value of the warrants upon issuance was $731,710. The relative fair value was determined using the methodology prescribed by current accounting guidance. The Company determined the fair value of the beneficial conversion feature was approximately $768,290. These amounts were calculated under a Black-Scholes option pricing model using as assumptions an expected life of 3 years, an industry volatility of between 95% and 116%, a risk free interest rate of 1.47%, and no expected dividend yield. The relative value of the warrants of $731,710 and the beneficial conversion feature of $768,290 was recorded by the Company as a loan discount of $1,500,000, which the Company is amortizing to interest expense over the life of the notes. As of December 31, 2011, the unamortized balance of the note discount was $362,645. During the year ended December 31, 2012 the remaining unamortized discount of $362,645 was recorded as interest expense. | |||||||||
(4) Between July 2010 and December 2010, the Company entered into agreements with 26 accredited investors for the sale by the Company of an aggregate of $850,000 of 10% Senior Secured Convertible Debentures (the “Debentures”) which are convertible into an aggregate of 1,133,333 shares of the Company’s common stock at a conversion price of $0.75 per share, subject to adjustment. In connection with this offering, the Company also issued to the investors warrants to purchase an aggregate of 850,000 shares of the Company’s common stock at an exercise price of $0.75 per share, subject to adjustment. The Company also issued to its placement agent warrants to purchase 68,000 shares of the Company’s common stock at exercise price of $0.75 per share, subject to the same adjustments and terms as those warrants issued to investors. Under the adjustment provisions of the Debentures and warrants, the conversion price of the Debentures and the exercise price of the warrants were reduced to $0.56 in connection with various dilutive issuances made in 2011 and 2010. | |||||||||
As of December 31, 2013 and 2012, $775,000 in principal was outstanding under these Debentures. The Debentures were due on September 30, 2012, and subsequently extended to, March 31, 2013 (the “Maturity Date”) and are now in default due to non-payment The Debentures are secured under the terms of a security agreement granting the holders of the Debentures a security interest in all of the Company’s personal property. | |||||||||
Each of the agreements governing the Debentures and warrants includes an anti-dilution provision that allows for the automatic reset of the conversion or exercise price upon any future sale of common stock instruments at or below the current exercise price. The Company considered the current FASB guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability or whether or not within the issuers’ control, means the instrument is not indexed to the issuers own stock. Accordingly, the Company determined that the conversion price of the Debentures and the exercise price of the warrants are not a fixed amount because they are subject to fluctuation based on the occurrence of future offerings or events. As a result, the Company determined that the conversion features and the warrants are not considered indexed to the Company’s own stock and characterized the fair value of these conversion features and warrants as derivative liabilities upon issuance. | |||||||||
The Company determined that upon issuance in 2010, the aggregate fair value of the warrants issued and the initial fair value of the embedded beneficial conversion feature of the Debentures to be an aggregate amount of $1,015,839. As such, the Company recorded an $850,000 valuation discount upon issuance, and in 2010, recognized private placement costs of $358,339 for financial reporting purposes. As of December 31, 2011, the remaining unamortized valuation discount was $281,946. As of December 31, 2012, the Company amortized $269,560 of the valuation discount, and the remaining unamortized valuation discount of $12,386 was amortized as interest expense during the year ended December 31, 2013. | |||||||||
(5) On May 18, 2012, the Company entered into Agreements with 3 accredited investors for a sale by the Company of an aggregate of $340,000 10% Secured Subordinated Convertible Promissory Notes (the “May 2012 Notes”) which are convertible into an aggregate of 850,000 shares of the Company’s common stock at a conversion price of $0.40 per share of common stock, subject to adjustment. The notes were due on March 31, 2013 and are now in default due to non-payment. The May Notes are subordinated to the right to the prior payment of all Senior Indebtedness (as defined in the notes). The notes pay quarterly interest at the rate of 10% and are subject to a security agreement that secures the Notes by the Company’s assets. The security agreement is subordinate to existing bank financing and the Debentures (as defined below) that currently have a principle balance due of $775,000 and the Amended Notes that currently have a balance due of $891,500. Additionally, the Company issued three-year warrants to purchase an aggregate of 340,000 shares of the Company’s common stock at an exercise price of $0.40 per share, subject to standard anti-dilution adjustments. As of December 31, 2013 and 2012, $340,000 was outstanding under these notes. | |||||||||
The conversion price of the May 2012 Notes are subject to full ratchet anti-dilution provisions and also subject to adjustment based on stock splits, stock dividends, spin-offs, rights offerings, or recapitalization through a large, nonrecurring cash dividend. Each of the agreements governing the May 2012 Notes include an anti-dilution provision that allows for the automatic reset of the conversion price upon any future sale of the Company’s common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the current conversion price of the May 2012 Notes. The Company considered the current FASB guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability or whether or not within the issuers’ control, means the instrument is not indexed to the issuers own stock. Accordingly, the Company determined that the conversion price of the May 2012 Notes are not a fixed amount because they are subject to fluctuation based on the occurrence of future offerings or events. As a result, the Company determined that the conversion features are not considered indexed to the Company’s own stock and characterized the fair value of the conversion feature of the notes as derivative liabilities upon issuance. | |||||||||
The Company determined the aggregate fair value of the warrants issued to investors to be $109,140 and the initial fair value of the embedded beneficial conversion feature of the May 2012 Notes to be $136,850 (an aggregate amount of $245,990). These amounts were determined by management with the use of an independent valuation specialist using a Monte Carlo simulation model using the Black-Scholes Merton option pricing model. As such, the Company recorded a $245,990 valuation discount upon issuance of the notes and warrants. The Company is amortizing this valuation discount to interest expense over the life of the notes. As of December 31, 2012, the Company amortized $185,079 of the discount, and the remaining unamortized valuation discount of $60,911 as of December 31, 2012 was amortized as interest expense during the year ended December 31, 2013. |
5_DERIVATIVE_LIABILITY
5. DERIVATIVE LIABILITY | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||
DERIVATIVE LIABILITY | ' | ||||||||
In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. Under the authoritative guidance, effective January 1, 2009, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion feature of the Company’s Debentures (described in Note 4), and the related warrants, do not have fixed settlement provisions because their conversion and exercise prices, respectively, may be lowered if the Company issues securities at lower prices in the future. The Company was required to include the reset provisions in order to protect the holders of the Debentures from the potential dilution associated with future financings. In accordance with the FASB authoritative guidance, the conversion feature of the Debentures was separated from the host contract (i.e., the Debentures) and recognized as a derivative instrument. Both the conversion feature of the Debentures and the related warrants have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. | |||||||||
At the date of issuance, the derivative liabilities were valued using a Monte Carlo simulation model, and with a probability weighted average Black-Scholes pricing model in periods subsequent to issuance with the following assumptions: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Conversion feature | |||||||||
Risk-free interest rate | 0.13% | 0.18% | |||||||
Expected volatility | 229% | 186.99% | |||||||
Expected life (in years) | .75 years | .25 years | |||||||
Expected dividend yield | 0 | 0 | |||||||
Warrants: | |||||||||
Risk-free interest rate | 0.13% | 0.25% | |||||||
Expected volatility | 229% | 186.99% | |||||||
Expected life (in years) | 1.75 years | 2.5 years | |||||||
Expected dividend yield | 0 | 0 | |||||||
Fair Value: | |||||||||
Conversion feature | 982,792 | 579,821 | |||||||
Warrants | 94,000 | 267,651 | |||||||
$ | 1,076,792 | $ | 847,472 | ||||||
The risk-free interest rate was based on rates established by the Federal Reserve Bank. The expected volatility was based on the historical statistical volatility of the Company over the past 12 months. The expected life of the conversion feature of the Debentures was based on the term of the Debentures and the expected life of the warrants was determined by the expiration date of the warrants. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. | |||||||||
As of December 31, 2012, the aggregate derivative liability of the conversion feature and the warrants was $847,472. For the year ended December 31, 2012, the Company recorded a gain on the change in fair value of the derivative liabilities of $795,091. | |||||||||
As of December 31, 2013, the aggregate derivative liability of the conversion feature and the warrants was $1,076,792. For the year ended December 31, 2013, the Company recorded a loss on the change in fair value of the derivative liabilities of $229,320. |
6_LOSS_ON_EQUIPMENT_HELD_BY_CU
6. LOSS ON EQUIPMENT HELD BY CUSTOMER PENDING A LEASE | 12 Months Ended |
Dec. 31, 2013 | |
Leases [Abstract] | ' |
6. LOSS ON EQUIPMENT HELD BY CUSTOMER PENDING A LEASE | ' |
In November 2010, T&K Logistics, the provider of logistics services to Ford Motor Company and the manager of on-site transportation of trailers and containers at Ford Motor Company’s assembly plant in Wayne, Michigan, agreed to lease 10 of the Company’s Nautilus yard tractors for use at the assembly plant for a period of 36 months. Although the Company shipped five of its Nautilus XR E20s with a cost basis of $739,000 to T&K Logistics during the first six months of 2011, T&K Logistics has failed to accept delivery of these units and, as a result, has failed to make any payments owed to the Company under the lease. The Nautilus XR E20s that the Company shipped to T&K Logistics featured battery systems with double the battery energy and, therefore, double the range of the Company’s Nautilus XE20s. Although the Company experienced certain delays during the installation of charging systems into the tractors at T&K Logistics’ facility, the Company believes that five units operated satisfactorily and incurred significant hours of use. The Company has delayed shipment of the remaining units to T&K Logistics until the previously delivered five units are accepted by T&K Logistics. | |
On September 21, 2012, T&K Logistics, Inc. filed a complaint, or Complaint, against us in the Superior Court of California, County of Los Angeles (Case No.: BC492619). The Complaint relates to the lease agreement between us and T&K Logistics regarding our yard tractors. The Complaint purports to state the following three counts against us: (i) breach of contract, (ii) specific performance, and (iii) negligent misrepresentation, and seeks compensatory damages of not less than $453,897. On October 19, 2012, we filed an answer to the Complaint denying all allegations in the Complaint. On that same date, we filed a cross-complaint against T&K Logistics for breach of contract and common count—goods and services rendered, which seeks damages in excess of $300,000. On September 10, 2013 a Settlement Agreement was reached between the two parties, where both parties agreed to terminate the Lease Agreement and equipment was returned to Balqon Corporation. As of date of this report there are no further disputes between both parties. | |
During 2012, the Company conducted an assessment and determined that $739,000 of the value of the electric vehicles inventory held for lease by customer were non-recoverable and should be impaired. This amount is included in the write-down of $996,214 of inventories on the accompanying statement of operations for the year ending December 31, 2012. |
7_INCOME_TAXES
7. INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
INCOME TAXES | ' | ||||||||
At December 31, 2013 and 2012, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $25,400,000 and $20,400,000, respectively, for federal and for state purposes. The Federal carryforward expires in 2028 and the state carryforward expires in 2018. Given the Company’s history of net operating losses, management has determined that it is more likely than not the Company will be able to realize the tax benefit of the carryforwards. | |||||||||
Accordingly, the Company has not recognized a deferred tax asset for this benefit. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize a deferred tax asset at that time. | |||||||||
Current standards require that a valuation allowance be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. | |||||||||
Significant components of the Company’s deferred income tax assets are as follows: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred income tax asset: | |||||||||
Net operating loss carryforward | $ | 10,100,000 | $ | 10,100,000 | |||||
Valuation allowance | 10,100,000 | 10,100,000 | |||||||
Net deferred income tax asset | $ | – | $ | – | |||||
Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Tax expense at the U.S. statutory income tax | (34.0% | ) | (34.0% | ) | |||||
State tax net of federal tax benefit | (5.8% | ) | (5.8% | ) | |||||
Increase in the valuation allowance | 39.80% | 39.80% | |||||||
Effective tax rate | —% | —% | |||||||
The Company adopted authoritative guidance issued by the GAAP which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under the current accounting guidelines, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Current accounting guidelines also provide guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and require increased disclosures. At the date of adoption, and as of December 31, 2013 and December 31, 2012, the Company does not have a liability for unrecognized tax benefits. |
8_SHAREHOLDERS_DEFICIENCY
8. SHAREHOLDERS' DEFICIENCY | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
SHAREHOLDERS' DEFICIENCY | ' |
Shares Issued Upon Exercise of Warrants | |
On March 31, 2012, the Company issued 1,250,000 shares of its common stock to SOL, an affiliate of the Company’s Chairman, in consideration of the exercise of warrants at an exercise price of $0.40 upon the conversion of $500,000 of an unsecured loan made by the Chairman to the Company during October 2011. (See Note 3) | |
Shares issued by the Chief Executive Officer for services | |
During the years ended December 31, 2013 and 2012, the Company’s Chief Executive officer issued to vendors and others 1,735,880 and 210,000 shares of common stock owned by him for payment of services performed for the Company. The Company recorded the fair value of these shares of $346,960 and $72,100 as a cost and as a contribution to capital, respectively. (See Note 10) |
9_STOCK_OPTIONS_AND_WARRANTS
9. STOCK OPTIONS AND WARRANTS | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||
STOCK OPTIONS AND WARRANTS | ' | ||||||||||
Stock Options | |||||||||||
Under our 2008 Stock Incentive plan, we have authorized 7,500,000 shares of common stock for employee incentive. As April 14, 2014, no options to purchase shares of common stock were issued and outstanding under the 2008 Plan. | |||||||||||
Shares | Weighted | ||||||||||
Average Exercise Price | |||||||||||
Balance at December 31, 2011 | 1,416,695 | $2.50 | |||||||||
Granted | – | – | |||||||||
Exercised | – | – | |||||||||
Expired | -1,416,695 | $2.50 | |||||||||
Balance at December 31, 2012 | – | – | |||||||||
There were no options outstanding and exercisable as of December 31, 2013. | |||||||||||
Warrants | |||||||||||
At December 31, 2013, warrants shares outstanding were as follows: | |||||||||||
Shares | Weighted | ||||||||||
Average Exercise Price | |||||||||||
Balance at December 31, 2011 | 13,256,220 | $0.82 | |||||||||
Granted | 1,315,000 | $0.40 | |||||||||
Exercised | -1,250,000 | $0.40 | |||||||||
Expired | -3,025,720 | $0.74 | |||||||||
Balance at December 31, 2012 | 10,295,500 | $0.44 | |||||||||
Granted | – | ||||||||||
Exercised | – | ||||||||||
Expired | – | ||||||||||
Balance at December 31, 2013 | 10,295,500 | $0.44 | |||||||||
During the year ended December 31, 2012, the Company negotiated Amendment and Exchange Agreements with holders of $891,500 of the Company’s 10% Unsecured Convertible Notes that matured on March 31, 2012. In connection with these Amendment and Exchange Agreements, the Company issued new warrants that will enable the warrant holders to purchase up to 975,000 shares of the Company’s common stock at an exercise price per share of $0.40. These warrants have a contractual life of three years and expire on March 31, 2015. | |||||||||||
Effective March 31, 2012, the Company’s Chairman exercised 1,250,000 warrants to purchase 7,812,500 shares held by Seven One Limited (“SOL”), a company related to the Chairman by common ownership. These warrants were previously exercisable at $0.64 per share, however, in consideration of the Chairman converting $500,000 of an outstanding unsecured loan into common stock, the Company agreed to re-price these warrants at an exercise price of $0.40. The total value of the adjustment of the exercise price of these warrants was $446,809 and was reflected as a cost to induce conversion during the year ended December 31, 2012. | |||||||||||
On May 18, 2012, the Company entered into agreements with 3 accredited investors for a sale by the Company of an aggregate of $340,000 of the May 2012 Notes. In connection with these Notes, the Company issued warrants that will enable the warrant holders to purchase up to 340,000 shares of the Company’s common stock at an exercise price per share of $0.40. These warrants have a contractual life of three years and expire on March 31, 2015. | |||||||||||
The following table summarizes information about stock warrants outstanding and exercisable as of December 31, 2013: | |||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||
Range of | Number | Weighted | Weighted | Number | Weighted | ||||||
Exercise | of Shares | Average | Average | of Shares | Average | ||||||
Prices | Underlying | Exercise | Remaining Contractual | Exercise Price | |||||||
Warrants | Price | Life (in years) | |||||||||
$0.40 | 8,745,500 | (i) | $0.40 | 2.5 | 8,745,500 | $0.40 | |||||
$0.64 | 1,500,000 | $0.64 | 2.9 | 1,500,000 | $0.64 | ||||||
$1.00 | 50,000 | $1.00 | 1.8 | 50,000 | $1.00 | ||||||
10,295,500 | 10,295,500 | ||||||||||
As of December 31, 2013, there was no intrinsic value of the warrants outstanding and exercisable | |||||||||||
(i) As of December 31, 2013, agreements governing 1,843,000 of the warrants exercisable at $0.40 per share includes an anti-dilution provision that allows for the automatic reset of the exercise price upon any future sale of the Company’s common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the exercise price of these warrants. |
10_RELATED_PARTY_TRANSACTIONS
10. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
Shares issued by the Chief Executive Officer | |
On January 9, 2013, Company signed an Amendment Agreement (described in note 13) extending foreclosure date on Lego Agreement from Jan 9, 2013 to July 9, 2013, in return for 1,500,000 shares of the Company’s common stock owned individually by the Company’s President, Balwinder Samra. The Company recorded the fair value of these shares of $300,000 as a cost and as a contribution to capital. | |
On January 28, 2013 the Company’s Chief Executive Officer transferred to two consultants an aggregate of 235,880 shares of the Company’s common stock owned by him for payment of services performed for the Company. The Company recorded the fair value of these shares of $46,960 as a cost and as a contribution to capital. | |
During the years ended December 31, 2013 and 2012, the Company had no sales to related parties. As of December 31, 2013 and 2012, the Company had accounts receivable of $198,067 from sales to related parties in prior years which are fully reserved. During the years ended December 31, 2013 and 2012, the Company made purchases of $1,193,992 and $1,675,504, respectively from related parties. As of December 31, 2013 and 2012, the Company had trade accounts payable to related parties of $2,700,250 and $1,639,702, respectively. The related parties are suppliers of the Company related by common ownership to the Company’s Chairman. | |
On December 14, 2010, the Company entered into a Distribution Agreement with SOL (the “Distribution Agreement”). Under the Distribution Agreement, SOL has granted the Company the right to distribute lithium iron phosphate batteries and high voltage charging systems manufactured by Seven One Battery Company on an exclusive basis in the United States. The Company’s Chairman of the Board, Winston Chung, is the chief executive officer of SOL. In January 2011, based on the terms of the Distribution Agreement, the Company received battery units valued at $2,629,800 on a consignment basis. As of December 31, 2013 and 2012, the Company held battery units valued at $326,000 and $1,076,700, respectively on a consignment basis, which amounts are not included in recorded inventories. During the year ended December 31, 2013 and 2012, battery costs were $750,700 and $1,502,500, respectively, under the Distribution Agreement. | |
As of December 31, 2013 and December 31, 2012, our CEO, Mr. Balwinder Samra was owed an aggregate amount of $804,467 and $576,414, respectively in accrued salaries earned in prior periods under the terms of his employment agreement, which amounts are included in the balance of accounts payable and accrued expenses on the accompanying balance sheet. |
11_COMMITMENTS_AND_CONTINGENCI
11. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
California Air Quality Management District | |
In January 2014, we signed an agreement with the California Air Quality Management District (“AQMD”) to deliver three on-road Class 8 lithium battery powered electric tractors for an aggregate amount of $925,000. Under this agreement we are required to develop the next generation of our Model MX30 with fast charging capabilities using direct current (“DC”) charger. | |
City of Los Angeles Agreement | |
During 2009, under the terms of the Company’s agreement with the City of Los Angeles, the Company requested and was issued an advance payment in the amount of $1,159,601. This advance payment was recorded as a customer deposit. During June 2012, we billed $630,000 to the City of Los Angeles to upgrade six of the electric trucks previously delivered from lead acid batteries to lithium ion batteries. This billed amount was applied as a reduction of the advance payment leaving an unpaid balance of $529,601 on this advance as of December 31, 2013. Our agreement with the City of Los Angeles has been terminated, to the extent that we do not receive additional purchases from the City of Los Angeles for the remaining balance due, we may be required to return the unpaid balance to the City of Los Angeles. We anticipate selling additional products and services during the next 12 months to reduce the unpaid balance; however we presently do not have the funds to pay this advance if payment is requested by the City of Los Angeles. | |
Employment Agreements | |
Employment Agreement between the Company and Balwinder Samra | |
On October 24, 2008, the Company signed an at will employment agreement with Balwinder Samra as its CEO. The employment agreement is effective October 24, 2008 and provides for, among other items, the CEO to receive compensation of $250,000 per year with an increase to $300,000 per year after the second anniversary of the effective date of the employment agreement. | |
Employment Agreement between the Company and Robert Gruenwald | |
On March 27, 2009, the Company signed an at will employment agreement with Mr. Gruenwald as its Vice President Research and Development. The employment agreement is effective October 24, 2008 and provides for, among other items, the Vice President Research and Development to receive compensation of $150,000 per year with an increase to $175,000 and $200,000 per year after the second and third anniversary, respectively, of the effective date of the agreement. | |
On March 11, 2013, the Company mutually agreed with Mr. Gruenwald to terminate his employment agreement and the Company entered into a one-year independent contractor agreement under which Mr. Gruenwald has agreed to provide services as a consultant to the Company. As part of the termination of his employment agreement, the Company agreed to pay him severance in the amount of $400,000 by transferring ownership of 200 used lithium batteries, with an estimated value of $176,000. In addition, the Company agreed to the payment of unpaid expenses and salary increases due under the employment agreement, totaling $41,060, in monthly installments of $2,000 per month, of which $22,250 remains unpaid at December 31, 2013 and is included in accounts payable and accrued expenses. | |
Lego Agreement | |
On July 9, 2012, the Company entered into a Purchase and Representation Agreement (the “Lego Agreement”) with Lego Battery Sales, LLC (“Lego”). The terms of the Lego Agreement call for the sale by the Company to Lego of 1,000 batteries for an aggregate sales price of $350,000. | |
The Lego Agreement further requires that the Company serve as Lego’s exclusive sales agent and representative to market and resell the batteries on behalf of Lego. The sales prices of the batteries must be at a minimum sales price of $490 per battery. In consideration for its services as sales agent and representative, the Company shall earn a sales commission equal to the excess of the sales price of each battery above the minimum sale price. The Lego Agreement is secured by a pledge of 2,450,000 shares of common stock owned individually by the Company’s president; Mr. Balwinder Samra. If Lego does not receive the minimum consideration of $490,000 for the sale of the 1,000 batteries by January 9, 2013, Lego may foreclose on these pledged shares. The term of the Lego Agreement is for six months and may be extended by mutual consent of the parties. On January 9, 2013 the parties signed an Amendment Agreement extending the foreclosure date from January 9, 2013 to July 9, 2013 in return for 1,500,000 shares of the Company’s common stock owned individually by the Company’s President, Balwinder Samra. The Company recorded the fair value of these shares of $300,000 as a cost and as contribution to capital. The Company has received a purchase order for 500 batteries from an electric vehicle manufacturer and currently is awaiting payment from the customer prior to shipment of the batteries. In addition, the Company plans to use the remainder of the batteries for production of on-road electric vehicles. The Company has informed Lego Battery Sales of its sales plan and expects to negotiate a reasonable extension of the deadline within the next sixty days. | |
Although the Company has not fully performed on its sales obligations under the Agreement, the other parties have not expressed a desire to foreclose on the stock pledged individually by Mr. Balwinder Samra, President of the Company, to secure the obligations of the Company under the Agreement. | |
Leases | |
The Company leases a manufacturing facility located in Harbor City, California that expires on August 1, 2014. The base monthly rent under the lease is $10,605. Rent expense for the years ended December 31, 2013 and 2012 for this lease was $139,986 and $160,995, respectively. | |
The future minimum rental payments required under the non-cancelable operating leases through expiration of the lease in 2014 is $74,235. |
1_NATURE_OF_BUSINESS_AND_SIGNI1
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
The Company | ' | ||||||||||||||||
Balqon Corporation, a California corporation (“Balqon California”), was incorporated on April 21, 2005 and commenced business operations in 2006. On October 24, 2008, Balqon California completed a merger with BMR Solutions, Inc., a Nevada corporation (“BMR”), with BMR being the survivor of the merger. Upon the closing, BMR changed its name to Balqon Corporation (the “Company”). The Company develops and manufactures complete drive systems and battery systems for electric vehicles, industrial equipment and renewable energy storage devices. The Company also designs and assembles electric powered yard tractors, short haul drayage tractors and inner city Class 7 and 8 delivery trucks utilizing its proprietary drive system technologies. | |||||||||||||||||
Going Concern | ' | ||||||||||||||||
The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended December 31, 2013, the Company recorded a net loss of $2,730,467 and utilized cash in operations of $12,296. As of December 31, 2013, the Company had a working capital deficit of $11,187,056 and a shareholders’ deficiency of $11,152,909. In addition, the Company has not paid $351,191 in payroll taxes and is delinquent in payment of $3,361,500 in principal of its convertible notes and $770,003 of interest due on convertible notes payable. Pursuant to the terms of the notes, the non-payment of principal and interest by the Company constitutes an event of default and, as a result, the holders of the notes may accelerate payment of all amounts outstanding under the notes by giving written notice to the Company and thereby requiring that the Company immediately pay all principal and accrued and unpaid interest. If the holders of the notes were to declare the notes due and payable, the Company presently does not have the ability to pay these notes. In addition, as of December 31, 2013, $2,006,500 of the notes are secured under the terms of a security agreement granting the holders of the notes a security interest in all of the Company’s assets (including all intellectual property assets of the Company) subject to the interests of the holders of senior indebtedness (as that term is defined in the notes). | |||||||||||||||||
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and to ultimately achieve sustainable revenues and profitable operations. The Company’s financial statements do not include any adjustments that might result from the outcome of these uncertainties. | |||||||||||||||||
The Company does not currently have sufficient liquidity to meet its anticipated working capital, debt service and other liquidity needs in the very near-term. The Company believes that it has sufficient working capital to continue operations only until approximately August 15, 2014 at the latest unless it successfully restructures its debt, experiences a significant improvement in sales and obtains other sources of liquidity. In addition, although various secured creditors holding approximately $ 2,006,500 in secured convertible notes and secured debentures have not exercised their rights to foreclose on all of the Company’s assets (including its intellectual property assets), no assurance can be given that these holders of secured debt will not exercise their remedies under the Company’s outstanding secured notes and secured debentures. | |||||||||||||||||
The Company has been, and currently is, working towards identifying and obtaining new sources of financing. No assurances can be given that the Company will be successful in obtaining additional financing in the future. Any future financing that the Company may obtain may cause significant dilution to existing stockholders. Any debt financing or other financing of securities senior to common stock that the Company is able to obtain will likely include financial and other covenants that will restrict the Company’s flexibility. At a minimum, the Company expects these covenants to include restrictions on its ability to pay dividends on its common stock. Any failure to comply with these covenants would have a material adverse effect on the Company’s business, prospects, financial condition, results of operations and cash flows. In addition, the Company’s senior secured convertible debentures issued between July and December 2010 contain covenants that include restrictions on the Company’s ability to pay dividends on its common stock. | |||||||||||||||||
If adequate funds are not available, the Company may be required to delay, scale back or eliminate portions of its operations and product and service development efforts or to obtain funds through arrangements with strategic partners or others that may require the Company to relinquish rights to certain of its technologies or potential products or other assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of the Company’s proprietary technology and other important assets and could also adversely affect its ability to fund the Company’s continued operations and its product and service development efforts. Although the Company is actively pursuing a number of alternatives, including seeking to restructure its debt and seeking to raise additional debt or equity financing, or both, there can be no assurance that the Company will be successful. If the Company cannot restructure its debt and obtain sufficient liquidity in the very near term, the Company may need to seek to protection under the U.S. Bankruptcy Code. | |||||||||||||||||
Estimates | ' | ||||||||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) 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. Material estimates relate to estimates of reserves for accounts receivable, inventory reserves, recoverability of reported amounts of long-lived assets and estimates for valuing equity instruments issued for financing or services. Actual results may differ from those estimates. | |||||||||||||||||
Revenues | ' | ||||||||||||||||
Sales of Production Units, Parts and Batteries | |||||||||||||||||
The Company recognizes revenue from the sale of completed production units, parts and batteries when there is persuasive evidence that an arrangement exists, delivery of the product has occurred and title has passed, the selling price is both fixed and determinable, and collectability is reasonably assured, all of which generally occurs upon shipment of the Company’s product or delivery of the product to the destination specified by the customer. | |||||||||||||||||
The Company determines whether delivery has occurred based on when title transfers and the risks and rewards of ownership have transferred to the buyer, which usually occurs when the Company places the products with the buyer’s carrier. The Company regularly reviews its customers’ financial positions to ensure that collectability is reasonably assured. Except for warranties, the Company has no post-sales obligations. | |||||||||||||||||
Product Warranties | ' | ||||||||||||||||
The Company provides limited warranties for parts and labor at no cost to its customers within a specified time period after the sale. The Company estimates the actual historical warranty claims coupled with an analysis of unfulfilled claims at the balance sheet date. As of December 31, 2013 and 2012, the Company had no warranty reserve nor did the Company incur warranty expenses during the years ended December 31, 2013 or 2012. | |||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. | |||||||||||||||||
Accounts Receivable | ' | ||||||||||||||||
Trade receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. | |||||||||||||||||
The Company uses the allowance method to account for uncollectible trade receivable balances. Under the allowance method, if needed, an estimate of uncollectible customer balances is made based upon specific account balances that are considered uncollectible. Factors used to establish an allowance include the credit quality and payment history of the customer. As of December 31, 2013 and December 31, 2012, management provided an allowance for doubtful accounts of $199,300 and $199,300 respectively. | |||||||||||||||||
Inventories | ' | ||||||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined principally on a first-in-first-out average cost basis. Inventories at December 31, 2013 and 2012 consist principally of raw materials. During the year ended December 31, 2012, the Company performed an assessment of its inventory and determined an impairment charge of $257,214 was necessary to reduce such inventories to their net realizable value. No such inventory impairment charge was required at December 31, 2013. Recorded inventories at December 31, 2013 and 2012 do not include approximately $326,000 and $1,076,700 of batteries and other items held on consignment from Seven One Battery Company, an affiliate of the Company’s Chairman of the Board. (See Note 10) | |||||||||||||||||
Property and Equipment | ' | ||||||||||||||||
Property and equipment are stated at cost, net of accumulated depreciation and amortization. The cost of property and equipment is depreciated or amortized on the straight-line method over the following estimated useful lives: | |||||||||||||||||
Computer equipment and software | 3 years | ||||||||||||||||
Furniture | 3 years | ||||||||||||||||
Machinery | 3-5 years | ||||||||||||||||
Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. | |||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||
Management performs impairment tests of goodwill and indefinite-lived intangible assets whenever an event occurs or circumstances change that indicate impairment has more likely than not occurred. Also, management performs impairment testing of goodwill and indefinite-lived intangible assets at least annually. | |||||||||||||||||
Management tests goodwill for impairment at the reporting unit level. The Company has only one reporting unit. At the time of goodwill impairment testing, management determines fair value through the use of a discounted cash flow valuation model incorporating discount rates commensurate with the risks involved with its reporting unit. If the calculated fair value is less than the current carrying value, impairment of the Company may exist. The use of a discounted cash flow valuation model to determine estimated fair value is common practice in impairment testing in the absence of available domestic and international transactional market evidence to determine the fair value. The key assumptions used in the discounted cash flow valuation model for impairment testing include discount rates, growth rates, cash flow projections and terminal value rates. Discount rates are set by using the Weighted Average Cost of Capital (“WACC”) methodology. The WACC methodology considers market and industry data as well as Company-specific risk factors for each reporting unit in determining the appropriate discount rates to be used. The discount rate utilized is indicative of the return an investor would expect to receive for investing in such a business. Operational management, considering industry and Company-specific historical and projected data, develops growth rates and cash flow projections for the Company. Terminal value rate determination follows common methodology of capturing the present value of perpetual cash flow estimates beyond the last projected period assuming a constant WACC and low long-term growth rates. As an indicator that each reporting unit has been valued appropriately through the use of the discounted cash flow valuation model, the aggregate fair value of all reporting units is reconciled to the total market capitalization of the Company. The discounted cash flow valuation methodology and calculations was used in the 2012 impairment testing. | |||||||||||||||||
During the year ended December 31, 2012, the Company determined that the value of its intangible asset recorded in connection with the acquisition of substantially all of the assets of EMS was impaired. Accordingly, the Company recorded an impairment loss of $166,500 that represented the recorded value of the goodwill from the EMS acquisition. | |||||||||||||||||
The Company reviews intangible assets subject to amortization at least annually to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. If the carrying value of an asset exceeds its undiscounted cash flows, the Company writes down the carrying value of the intangible asset to its fair value in the period identified. If the carrying value of assets is determined not to be recoverable, the Company records an impairment loss equal to the excess of the carrying value over the fair value of the assets. The Company’s estimate of fair value is based on the best information available, in the absence of quoted market prices. The Company generally calculates fair value as the present value of estimated future cash flows that the Company expects to generate from the asset using a discounted cash flow income approach as described above. If the estimate of an intangible asset’s remaining useful life is changed, the Company amortizes the remaining carrying value of the intangible asset prospectively over the revised remaining useful life. | |||||||||||||||||
Impairment of Long-Lived Assets | ' | ||||||||||||||||
The Financial Accounting Standards Board (“FASB”) has established guidelines regarding when impairment losses on long-lived assets, which include property and equipment, should be recognized and how impairment losses should be measured. The guidelines also provide a single accounting model for long-lived assets to be disposed of and significantly change the criteria that would have to be met to classify an asset as held-for-sale. The Company periodically reviews, at least annually, such assets for possible impairment and expected losses. If any losses are determined to exist they are recorded in the period when such impairment is determined. Based upon management’s assessment, there were no indicators of impairment of the Company’s long lived assets during the years ended December 31, 2013 and 2012. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income taxes are recognized for the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets are recognized for the future tax consequences of transactions that have been recognized in the Company’s financial statements or tax returns. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized. | |||||||||||||||||
Loss Per Share | ' | ||||||||||||||||
Basic loss per share has been computed using the weighted average number of common shares outstanding and issuable during the period. Diluted loss per share is computed based on the weighted average number of common shares and all common equivalent shares outstanding during the period in which they are dilutive. Common stock equivalent shares consist of shares issuable upon the exercise of stock options, warrants or other convertible securities such as convertible notes. For the years ended December 31, 2013 and 2012, common stock equivalent shares have been excluded from the calculation of loss per share as their effect is anti-dilutive. | |||||||||||||||||
The following table summarizes the weighted average shares and common stock equivalents outstanding as of December 31, 2013 and 2012: | |||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Weighted average shares outstanding | 36,891,530 | 36,580,558 | |||||||||||||||
Common stock equivalents: | |||||||||||||||||
Options exercisable into common shares | – | – | |||||||||||||||
Warrants exercisable into common shares | 10,295,500 | 10,295,500 | |||||||||||||||
Notes payable convertible into common shares | 6,814,583 | 6,814,583 | |||||||||||||||
Total, common stock equivalents | 17,110,083 | 17,110,083 | |||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
The Company periodically issues stock instruments, including shares of its common stock, stock options, and warrants to purchase shares of its common stock to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option awards issued and vesting to employees in accordance with authorization guidance of the FASB whereas the value of stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. Options to purchase shares of the Company’s common stock vest and expire according to the terms established at the grant date. | |||||||||||||||||
The Company accounts for stock options and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete. | |||||||||||||||||
Financial Assets and Liabilities Measured at Fair Value | ' | ||||||||||||||||
The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the consolidated balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: | |||||||||||||||||
Level 1 | Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2 | Inputs, other than the quoted prices in active markets, that is observable either directly or indirectly. | ||||||||||||||||
Level 3 | Unobservable inputs based on the Company’s assumptions. | ||||||||||||||||
The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2013 and 2012. | |||||||||||||||||
31-Dec-13 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Fair value of Derivative Liability | $ | – | $ | – | $ | 1,076,792 | $ | 1,076,792 | |||||||||
31-Dec-12 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Fair value of Derivative Liability | $ | – | $ | – | $ | 847,472 | $ | 847,472 | |||||||||
Derivative Financial Instruments | ' | ||||||||||||||||
The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used the Monte Carlo option pricing models to value the derivative instruments at inception and on subsequent valuation dates through June 30, 2012. The Company used the probability weighted average Black-Scholes-Merton models to value the derivative instruments for valuation dates after June 30, 2012. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |||||||||||||||||
Concentrations | ' | ||||||||||||||||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and unsecured accounts receivable. | |||||||||||||||||
The Company maintains cash balances at one bank. At times, the amount on deposit exceeds the federally insured limits. Management believes that the financial institution that holds the Company’s cash is financially sound and, accordingly, minimal credit risk exists. As of December 31, 2013 and December 31, 2012 the Company did not have any amount in excess of insured limits maintained at the bank. | |||||||||||||||||
For the year ended December 31, 2013, 21%, 15% and 14% of revenues were from three customers. For the year ended December 31, 2012, 30% of total revenues were from one customer. At December 31, 2013, a single customer represented 69% of total accounts receivable balances. Accounts receivable from a single customer represented 60% of total accounts receivable as of December 31, 2012. | |||||||||||||||||
For the year ended December 31, 2013, 79% of costs of revenue were to one vendor. At December 31, 2013, accounts payable to the vendor represented 61% of total accounts payable balances. The vendor is a related party. (See Note 10) | |||||||||||||||||
For the year ended December 31, 2012, 68% of costs of revenue were to one vendor. At December 31, 2012, accounts payable to the vendor represented 53% of total accounts payable balances. The vendor is a related party. (See Note 10) | |||||||||||||||||
Research and Development Costs | ' | ||||||||||||||||
The Company accounts for research and development costs by expensing costs as they are incurred. | |||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||
The Financial Accounting Standards Board (the “FASB”) has issued Accounting Standards Update (ASU) No. 2013-04, Liabilities (Topic 405), “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.” ASU 2013-04 provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this ASU is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements. | |||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of Unrecognized Tax Benefit When a Net Operating Loss Carryforward, A Similar Tax Loss, or a Tax Credit Carryforward Exists (A Consensus the FASB Emerging Issues Task Force). ASU 2013-11 provides guidance on financial statement presentation of unrecognized tax benefit when a net operating loss carrforward, a similar tax loss, or a tax credit carryforward exists. The FASB’s objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. This ASU applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforwards in the same tax jurisdiction as of the reporting date. This amendment is effective for public entities for fiscal years beginning after December 15, 2013 and interim periods within those years. The company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements. | |||||||||||||||||
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
1_NATURE_OF_BUSINESS_AND_SIGNI2
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Estimated useful lives | ' | ||||||||||||||||
The cost of property and equipment is depreciated or amortized on the straight-line method over the following estimated useful lives: | |||||||||||||||||
Computer equipment and software | 3 years | ||||||||||||||||
Furniture | 3 years | ||||||||||||||||
Machinery | 3-5 years | ||||||||||||||||
Weighted average shares and common stock equivalents | ' | ||||||||||||||||
The following table summarizes the weighted average shares and common stock equivalents outstanding as of December 31, 2013 and 2012: | |||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Weighted average shares outstanding | 36,891,530 | 36,580,558 | |||||||||||||||
Common stock equivalents: | |||||||||||||||||
Options exercisable into common shares | – | – | |||||||||||||||
Warrants exercisable into common shares | 10,295,500 | 10,295,500 | |||||||||||||||
Notes payable convertible into common shares | 6,814,583 | 6,814,583 | |||||||||||||||
Total, common stock equivalents | 17,110,083 | 17,110,083 | |||||||||||||||
Financial Assets and Liabilities Measured at Fair Value | ' | ||||||||||||||||
31-Dec-13 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Fair value of Derivative Liability | $ | – | $ | – | $ | 1,076,792 | $ | 1,076,792 | |||||||||
31-Dec-12 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Fair value of Derivative Liability | $ | – | $ | – | $ | 847,472 | $ | 847,472 | |||||||||
2_PROPERTY_AND_EQUIPMENT_Table
2. PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and equipment | ' | ||||||||
Property and equipment consisted of the following: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Computer equipment and software | $ | 121,680 | $ | 121,680 | |||||
Office furniture | 35,300 | 35,300 | |||||||
Equipment | 35,941 | 35,941 | |||||||
Leasehold improvements | 21,711 | 21,711 | |||||||
Total property and equipment, cost | 214,632 | 214,632 | |||||||
Less: accumulated depreciation and amortization | (194,885 | ) | (185,409 | ) | |||||
Property and equipment, net | $ | 19,747 | $ | 29,223 |
4_CONVERTIBLE_PROMISSORY_NOTES1
4. CONVERTIBLE PROMISSORY NOTES In Default (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of convertible notes payable | ' | ||||||||
Convertible notes payable, which are all in default, consist of the following as of December 31, 2013 and December 31, 2012: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Subordinated secured convertible notes payable, interest at 10% per annum payable quarterly, due March 31, 2013 (1) | $ | 891,500 | $ | 891,500 | |||||
Subordinated unsecured convertible notes payable, interest at 10% per annum payable quarterly, due March 31, 2012 (2) | 25,000 | 25,000 | |||||||
Subordinated unsecured convertible notes payable, interest at 10% per annum payable quarterly, due September 1, 2012 (3) | 1,330,000 | 1,330,000 | |||||||
Senior secured convertible notes payable, interest at 10% per annum payable quarterly, due March 31, 2013 (4) | 775,000 | 775,000 | |||||||
Secured Convertible Note Payable, Interest at 10% per annum payable quarterly, due March 31, 2013 (5) | 340,000 | 340,000 | |||||||
Convertible notes payable | 3,361,500 | 3,361,500 | |||||||
Less: note discount | – | (280,654 | ) | ||||||
Convertible notes payable, net of note discount | $ | 3,361,500 | $ | 3,080,846 |
5_DERIVATIVE_LIABILITY_Tables
5. DERIVATIVE LIABILITY (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||
Derivative liability | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Conversion feature | |||||||||
Risk-free interest rate | 0.13% | 0.18% | |||||||
Expected volatility | 229% | 186.99% | |||||||
Expected life (in years) | .75 years | .25 years | |||||||
Expected dividend yield | 0 | 0 | |||||||
Warrants: | |||||||||
Risk-free interest rate | 0.13% | 0.25% | |||||||
Expected volatility | 229% | 186.99% | |||||||
Expected life (in years) | 1.75 years | 2.5 years | |||||||
Expected dividend yield | 0 | 0 | |||||||
Fair Value: | |||||||||
Conversion feature | 982,792 | 579,821 | |||||||
Warrants | 94,000 | 267,651 | |||||||
$ | 1,076,792 | $ | 847,472 |
7_INCOME_TAXES_Tables
7. INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of deferred income tax assets | ' | ||||||||
Significant components of the Company’s deferred income tax assets are as follows: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred income tax asset: | |||||||||
Net operating loss carryforward | $ | 10,100,000 | $ | 10,100,000 | |||||
Valuation allowance | 10,100,000 | 10,100,000 | |||||||
Net deferred income tax asset | $ | – | $ | – | |||||
Schedule of effective income tax rate | ' | ||||||||
Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Tax expense at the U.S. statutory income tax | (34.0% | ) | (34.0% | ) | |||||
State tax net of federal tax benefit | (5.8% | ) | (5.8% | ) | |||||
Increase in the valuation allowance | 39.80% | 39.80% | |||||||
Effective tax rate | —% | —% | |||||||
9_STOCK_OPTIONS_AND_WARRANTS_T
9. STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||
Stock options and warrants | ' | ||||||||||
Shares | Weighted | ||||||||||
Average Exercise Price | |||||||||||
Balance at December 31, 2011 | 1,416,695 | $2.50 | |||||||||
Granted | – | – | |||||||||
Exercised | – | – | |||||||||
Expired | -1,416,695 | $2.50 | |||||||||
Balance at December 31, 2012 | – | – | |||||||||
Stock warrants outstanding and exercisable | ' | ||||||||||
The following table summarizes information about stock warrants outstanding and exercisable as of December 31, 2013: | |||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||
Range of | Number | Weighted | Weighted | Number | Weighted | ||||||
Exercise | of Shares | Average | Average | of Shares | Average | ||||||
Prices | Underlying | Exercise | Remaining Contractual | Exercise Price | |||||||
Warrants | Price | Life (in years) | |||||||||
$0.40 | 8,745,500 | (i) | $0.40 | 2.5 | 8,745,500 | $0.40 | |||||
$0.64 | 1,500,000 | $0.64 | 2.9 | 1,500,000 | $0.64 | ||||||
$1.00 | 50,000 | $1.00 | 1.8 | 50,000 | $1.00 | ||||||
10,295,500 | 10,295,500 |
1_NATURE_OF_BUSINESS_AND_SIGNI3
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details-Useful lives) | 12 Months Ended |
Dec. 31, 2013 | |
Computer Equipment [Member] | ' |
Estimated useful lives: | '3 years |
Furniture [Member] | ' |
Estimated useful lives: | '3 years |
Machinery [Member] | ' |
Estimated useful lives: | '3-5 years |
1_NATURE_OF_BUSINESS_AND_SIGNI4
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details-Antidilutive shares) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Abstract] | ' | ' |
Weighted average shares outstanding | 36,891,530 | 36,580,558 |
Common stock equivalents: | ' | ' |
Options exercisable into common shares | 0 | 0 |
Warrants exercisable into common shares | 10,295,500 | 10,295,500 |
Notes payable convertible into common shares | 6,814,583 | 6,814,583 |
Total, common stock equivalents | 17,110,083 | 17,110,083 |
1_NATURE_OF_BUSINESS_AND_SIGNI5
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details-Fair Value) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair value of Derivative Liability | $1,076,792 | $847,472 |
Fair Value Inputs Level 1 [Member] | ' | ' |
Fair value of Derivative Liability | 0 | 0 |
Fair Value Inputs Level 2 [Member] | ' | ' |
Fair value of Derivative Liability | 0 | 0 |
Fair Value Inputs Level 3 [Member] | ' | ' |
Fair value of Derivative Liability | $1,076,792 | $847,472 |
1_NATURE_OF_BUSINESS_AND_SIGNI6
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Net loss | $2,730,467 | $6,046,611 | ' |
Net cash used in operating activities | 12,296 | 93,778 | ' |
Working capital deficit | -11,187,056 | ' | ' |
Shareholders' deficiency | 11,152,909 | 8,769,402 | 4,075,840 |
Delinquent payroll taxes | 351,191 | ' | ' |
Convertible notes in default | 3,361,500 | 3,080,846 | ' |
Interest on convertible notes in default | 770,003 | ' | ' |
Secured debentures | 2,006,500 | ' | ' |
Inventory held on consignment | 326,000 | 1,076,700 | ' |
Allowance for doubtful accounts | 199,300 | 199,300 | ' |
Impairment on intangibles | ' | $166,500 | ' |
Sales [Member] | One Customer [Member] | ' | ' | ' |
Major customers concentration risk | 21.00% | 30.00% | ' |
Sales [Member] | Second Customer [Member] | ' | ' | ' |
Major customers concentration risk | 15.00% | ' | ' |
Sales [Member] | Third Customer [Member] | ' | ' | ' |
Major customers concentration risk | 14.00% | ' | ' |
Cost of Sales [Member] | One Vendor [Member] | ' | ' | ' |
Major customers concentration risk | 79.00% | 68.00% | ' |
Accounts Receivable [Member] | One Customer [Member] | ' | ' | ' |
Major customers concentration risk | 69.00% | 60.00% | ' |
Accounts Payable [Member] | One Vendor [Member] | ' | ' | ' |
Major customers concentration risk | 61.00% | 53.00% | ' |
2_PROPERTY_AND_EQUIPMENT_Detai
2. PROPERTY AND EQUIPMENT (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Total property and equipment, cost | $214,632 | $214,632 |
Less: accumulated depreciation and amortization | -194,885 | -185,409 |
Property and equipment, net | 19,747 | 29,223 |
Computer Equipment [Member] | ' | ' |
Total property and equipment, cost | 121,680 | 121,680 |
Furniture and Fixtures [Member] | ' | ' |
Total property and equipment, cost | 35,300 | 35,300 |
Equipment [Member] | ' | ' |
Total property and equipment, cost | 35,941 | 35,941 |
Leasehold Improvements [Member] | ' | ' |
Total property and equipment, cost | $21,711 | $21,711 |
2_PROPERTY_AND_EQUIPMENT_Detai1
2. PROPERTY AND EQUIPMENT (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation and amortization expense on property and equipment | $9,476 | $29,706 |
3_ADVANCES_FROM_SHAREHOLDERS_D
3. ADVANCES FROM SHAREHOLDERS (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2013 | |
Advances from Shareholders [Abstract] | ' | ' |
Advances from shareholders | ' | $5,018 |
Cost to induce conversion | $225,000 | ' |
Additional shares issued | 468,750 | ' |
4_CONVERTIBLE_PROMISSORY_NOTES2
4. CONVERTIBLE PROMISSORY NOTES In Default (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Convertible notes payable | $3,361,500 | $3,361,500 |
Less: note discount | 0 | -280,654 |
Convertible notes payable, net of note discount | 3,361,500 | 3,080,846 |
Subordinated secured convertible notes payable, interest at 10% per annum payable quarterly, due March 31, 2013 [Member] | ' | ' |
Convertible notes payable | 891,500 | 891,500 |
Subordinated unsecured convertible notes payable, interest at 10% per annum payable quarterly, due March 31, 2012 [Member] | ' | ' |
Convertible notes payable | 25,000 | 25,000 |
Subordinated unsecured convertible notes payable, interest at 10% per annum payable quarterly, due September 1, 2012 [Member] | ' | ' |
Convertible notes payable | 1,330,000 | 1,330,000 |
Senior secured convertible notes payable, interest at 10% per annum payable quarterly, due March 31, 2013 [Member] | ' | ' |
Convertible notes payable | 775,000 | 775,000 |
Secured Convertible Note Payable, Interest at 10% per annum payable quarterly, due March 31, 2013 [Member] | ' | ' |
Convertible notes payable | $340,000 | $340,000 |
4_CONVERTIBLE_PROMISSORY_NOTES3
4. CONVERTIBLE PROMISSORY NOTES In Default (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Amended Notes [Member] | ' | ' |
Unamortized discount | $0 | $207,357 |
Interest expense | 207,357 | 622,132 |
Principal outstanding | 775,000 | 775,000 |
Warrant [Member] | ' | ' |
Unamortized discount | ' | $185,079 |
5_DERIVATIVE_LIABILITY_Details
5. DERIVATIVE LIABILITY (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Derivative liability Fair value | 1,076,792 | 847,472 |
Warrant [Member] | ' | ' |
Risk free interest rate | 0.13% | 0.25% |
Expected volatility | 229.00% | 186.99% |
Expected life (in years) | '1 year 9 months | '2 years 6 months |
Expected dividend yield | 0.00% | 0.00% |
Conversion Feature | ' | ' |
Derivative liability Fair value | 982,792 | 579,821 |
Risk free interest rate | 0.13% | 0.18% |
Expected volatility | 229.00% | 186.99% |
Expected life (in years) | '9 months | '3 months |
Expected dividend yield | 0.00% | 0.00% |
Warrant [Member] | ' | ' |
Derivative liability Fair value | 94,000 | 267,651 |
5_DERIVATIVE_LIABILITY_Details1
5. DERIVATIVE LIABILITY (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ' |
Derivative liability Fair value | $1,076,792 | $847,472 |
Change in fair value of the derivative liabilities | ($229,320) | $795,091 |
6_LOSS_ON_EQUIPMENT_HELD_BY_CU1
6. LOSS ON EQUIPMENT HELD BY CUSTOMER PENDING A LEASE (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Leases [Abstract] | ' | ' |
Write down of inventory | $0 | $996,214 |
7_INCOME_TAXES_DetailsDeferred
7. INCOME TAXES (Details-Deferred tax assets) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred income tax asset: | ' | ' |
Net operating loss carryforward | $10,100,000 | $10,100,000 |
Valuation allowance | 10,100,000 | 10,100,000 |
Net deferred income tax asset | $0 | $0 |
7_INCOME_TAXES_DetailsTax_rate
7. INCOME TAXES (Details-Tax rate reconcilation) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
RECONCILIATION OF THE EFFECTIVE INCOME TAX RATE | ' | ' |
Tax expense at the U.S. statutory income tax | -34.00% | -34.00% |
State tax net of federal tax benefit | -5.80% | -5.80% |
Increase in the valuation allowance | 39.80% | 39.80% |
Effective tax rate | 0.00% | 0.00% |
7_INCOME_TAXES_Details_Narrati
7. INCOME TAXES (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
US Treasury and Government [Member] | ' | ' |
Net operating loss carryforward | $25,400,000 | $25,400,000 |
Operating loss expiration date | 31-Dec-28 | ' |
State and Local Jurisdiction [Member] | ' | ' |
Net operating loss carryforward | $20,400,000 | $20,400,000 |
Operating loss expiration date | 31-Dec-18 | ' |
8_SHAREHOLDERS_DEFICIENCY_Deta
8. SHAREHOLDERS' DEFICIENCY (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Equity [Abstract] | ' | ' |
Common stock issued for services, shares | 1,735,880 | 210,000 |
Fair value issued of common stock for services | $346,960 | $72,100 |
9_STOCK_OPTIONS_AND_WARRANTS_D
9. STOCK OPTIONS AND WARRANTS (Details-Options outstanding) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Options | ||
Shares | ' | ' |
Beginning balance | 0 | 1,416,695 |
Granted | ' | ' |
Exercised | ' | ' |
Expired | ' | -1,416,695 |
Ending balance | 0 | ' |
Weighted Average Exercise Price | ' | ' |
Beginning balance | ' | $2.50 |
Granted | ' | ' |
Exercised | ' | ' |
Expired | ' | $2.50 |
9_STOCK_OPTIONS_AND_WARRANTS_D1
9. STOCK OPTIONS AND WARRANTS (Details-Warrants outstanding) (Warrant [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Warrant [Member] | ' | ' |
Shares | ' | ' |
Balance, beginning | 10,295,500 | 13,256,220 |
Granted | ' | 1,315,000 |
Exercised | ' | -1,250,000 |
Expired | ' | -3,025,720 |
Balance, ending | 10,295,500 | 10,295,500 |
Weighted Average Exercise Price | ' | ' |
Balance, beginning | 0.44 | 0.82 |
Granted | ' | $0.40 |
Exercised | ' | $0.40 |
Expired | ' | $0.74 |
Balance, ending | 0.44 | 0.44 |
9_STOCK_OPTIONS_AND_WARRANTS_D2
9. STOCK OPTIONS AND WARRANTS (Details-Warrants outstanding and exercisable) (Warrants, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Warrants Outstanding | ' |
Number of shares underlying warrants | 10,295,500 |
Warrants Exercisable | ' |
Number of warrants exercisable | 10,295,500 |
$0.40 | ' |
Warrants Outstanding | ' |
Number of shares underlying warrants | 8,745,500 |
Weighted average exercise price | 0.4 |
Weighted average remaining contractual life | '2 years 6 months |
Warrants Exercisable | ' |
Number of warrants exercisable | 8,745,500 |
Weighted average exercise price, exercisable | $0.40 |
$0.64 | ' |
Warrants Outstanding | ' |
Number of shares underlying warrants | 1,500,000 |
Weighted average exercise price | 0.64 |
Weighted average remaining contractual life | '2 years 10 months 24 days |
Warrants Exercisable | ' |
Number of warrants exercisable | 1,500,000 |
Weighted average exercise price, exercisable | $0.64 |
$1.00 | ' |
Warrants Outstanding | ' |
Number of shares underlying warrants | 50,000 |
Weighted average exercise price | 1 |
Weighted average remaining contractual life | '1 year 9 months 18 days |
Warrants Exercisable | ' |
Number of warrants exercisable | 50,000 |
Weighted average exercise price, exercisable | $1 |
10_RELATED_PARTY_TRANSACTIONS_
10. RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Related Party Transactions [Abstract] | ' | ' |
Trade accounts payable, related parties | $2,700,250 | $1,639,702 |
Batteries held on consignment | 326,000 | 1,076,700 |
Batteries sold under Distribution Agreement | 750,700 | 1,502,500 |
Accrued salaries | 804,467 | 576,414 |
Related party account receivables | 198,067 | 198,067 |
Related party purchases | $1,193,992 | $1,675,504 |
Options outstanding | 0 | ' |
11_COMMITMENTS_AND_CONTINGENCI1
11. COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Unpaid balance of agreement | $529,601 | ' |
Rent expense | 139,986 | 160,995 |
Future operating lease | $74,235 | ' |