Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 05, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'SOLAR3D, INC. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 194,130,544 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001172631 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash | $98,610 | $33,637 |
Prepaid expense | 4,759 | 3,708 |
TOTAL CURRENT ASSETS | 103,369 | 37,345 |
PROPERTY & EQUIPMENT, at cost | ' | ' |
Machinery & equipment | 14,358 | 13,080 |
Computer equipment | 57,795 | 57,795 |
Furniture & fixture | 4,670 | 4,670 |
76,823 | 75,545 | |
Less accumulated depreciation | -72,849 | -71,124 |
NET PROPERTY AND EQUIPMENT | 3,974 | 4,421 |
OTHER ASSETS | ' | ' |
Security deposit | 2,000 | ' |
Patents | 23,056 | 0 |
TOTAL OTHER ASSETS | 25,056 | 0 |
TOTAL ASSETS | 132,399 | 41,766 |
CURRENT LIABILITIES | ' | ' |
Accounts payable | 53,387 | 67,580 |
Accrued expenses | 43,060 | 43,060 |
Accrued interest payable | 33,588 | 2,790 |
Derivative liability | 1,885,906 | 696,564 |
Convertible promissory note payable, net of discount $325,860 and $236,017, respectively | 400,641 | 123,400 |
TOTAL CURRENT LIABILITIES | 2,416,582 | 933,394 |
SHAREHOLDERS' DEFICIT | ' | ' |
Preferred stock, $.001 par value; 5,000,000 authorized shares; | 0 | 0 |
Common stock, $.001 par value; 1,000,000,000 authorized shares; 190,103,450 and 141,155,412 shares issued and outstanding, respectively | 190,102 | 141,155 |
Additional paid in capital | 11,866,477 | 11,099,398 |
Deficit accumulated during the development stage | -14,340,762 | -12,132,181 |
TOTAL SHAREHOLDERS' DEFICIT | -2,284,183 | -891,628 |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $132,399 | $41,766 |
BALANCE_SHEETS_Parentheticals
BALANCE SHEETS (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Convertible promissory note payable, discount (in Dollars) | $325,860 | $236,017 |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000,000 | 500,000,000 |
Common stock, shares issued | 190,103,450 | 141,155,412 |
Common stock, shares outstanding | 190,103,450 | 141,155,412 |
STATEMENTS_OF_OPERATIONS_Unaud
STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 140 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
REVENUE | $0 | $0 | $0 | $0 | $1,127,406 |
COST OF SERVICES | 0 | 0 | 0 | 0 | 496,177 |
GROSS PROFIT | 0 | 0 | 0 | 0 | 631,229 |
OPERATING EXPENSES | ' | ' | ' | ' | ' |
General and administrative expenses | 193,743 | 326,656 | 760,535 | 928,796 | 8,367,601 |
Research and development | 24,999 | 28,120 | 82,351 | 126,877 | 1,849,196 |
Impairment loss | 0 | 0 | 0 | 0 | 1,753,502 |
Depreciation and amortization expense | 599 | 563 | 1,725 | 1,502 | 125,173 |
TOTAL OPERATING EXPENSES | 219,341 | 355,339 | 844,611 | 1,057,175 | 12,095,472 |
LOSS FROM OPERATIONS | -219,341 | -355,339 | -844,611 | -1,057,175 | -11,464,243 |
OTHER INCOME/(EXPENSES) | ' | ' | ' | ' | ' |
Interest income | 0 | 0 | 0 | 0 | 10,321 |
Interest expense | -200,426 | -23,414 | -480,198 | -42,740 | -860,736 |
Penalties | 0 | -56 | 0 | -112 | -296 |
Gain/(loss) on change in derivative liability | -1,098,958 | 2,839 | -909,320 | 2,839 | -1,333,234 |
Loss on investment | 0 | 0 | 0 | 0 | -73,121 |
Gain/(Loss) on settlement of debt | 20,286 | 0 | 25,548 | -33,750 | -618,490 |
Loss on sale of asset | 0 | 0 | 0 | 0 | -963 |
TOTAL OTHER INCOME/(EXPENSES) | -1,279,098 | -20,631 | -1,363,970 | -73,763 | -2,876,519 |
NET LOSS | ($1,498,439) | ($375,970) | ($2,208,581) | ($1,130,938) | ($14,340,762) |
BASIC AND DILUTED LOSS PER SHARE (in Dollars per share) | ($0.01) | $0 | ($0.01) | ($0.01) | ' |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED (in Shares) | 175,851,224 | 130,333,909 | 157,438,844 | 124,416,096 | ' |
STATEMENT_OF_SHAREHOLDERS_EQUI
STATEMENT OF SHAREHOLDERS' EQUITY / (DEFICIT) (USD $) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit during Development Stage [Member] | Total |
Balance at Dec. 31, 2012 | $0 | $141,155 | $11,099,398 | ($12,132,181) | ($891,628) |
Balance (in Shares) at Dec. 31, 2012 | 0 | 141,155,412 | ' | ' | ' |
Issuance of common stock at prices ranging from $0.01 - $0.02 per share for cash | ' | 3,125 | 39,375 | ' | 42,500 |
Issuance of common stock at prices ranging from $0.01 - $0.02 per share for cash (in Shares) | ' | 3,125,000 | ' | ' | 3,125,000 |
Issuance of common stock for conversion of promissory notes, plus accrued interest | ' | 28,305 | 385,284 | ' | 413,589 |
Issuance of common stock for conversion of promissory notes, plus accrued interest (in Shares) | ' | 28,305,663 | ' | ' | ' |
Issuance of common stock for cashless exercise of warrants | ' | 17,517 | -17,517 | ' | ' |
Issuance of common stock for cashless exercise of warrants (in Shares) | ' | 17,517,375 | ' | ' | ' |
Stock compensation cost | ' | ' | 359,937 | ' | 359,937 |
Net loss for the nine months ended September 30, 2013 | ' | ' | ' | -2,208,581 | -2,208,581 |
Balance at Sep. 30, 2013 | $0 | $190,102 | $11,866,477 | ($14,340,762) | ($2,284,183) |
Balance (in Shares) at Sep. 30, 2013 | 0 | 190,103,450 | ' | ' | ' |
STATEMENT_OF_SHAREHOLDERS_EQUI1
STATEMENT OF SHAREHOLDERS' EQUITY / (DEFICIT) (Parentheticals) (Common Stock [Member]) | 9 Months Ended |
Sep. 30, 2013 | |
Common Stock [Member] | ' |
Issuance of common stock | '$0.01-$0.02 |
STATEMENTS_OF_CASH_FLOWS_Unaud
STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | 140 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($2,208,581) | ($1,130,938) | ($14,340,762) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' | ' |
Depreciation and amortization | 1,725 | 1,502 | 125,173 |
Issuance of common shares and warrants for services | 0 | 0 | 832,361 |
Issuance of common shares in conversion of debt | 0 | 0 | 400,000 |
(Gain)/loss on investment | 0 | 0 | 73,121 |
Stock Compensation Cost | 359,937 | 376,893 | 1,701,506 |
(Gain)/loss on change in derivative liability | 909,320 | -2,839 | 1,333,234 |
Gain on sale of asset | 0 | 0 | 963 |
Impairment loss | 0 | 0 | 1,753,502 |
Amortization of debt discount and OID recognized as interest | 444,816 | 39,875 | 540,837 |
(Gain)/loss on settlement of debt | -25,548 | 33,750 | 618,490 |
Changes in Assets and Liabilities | ' | ' | ' |
Prepaid expenses | -1,051 | 16,361 | -4,759 |
Deposits and other assets | -2,000 | 2,975 | 3,000 |
Increase (Decrease) in: | ' | ' | ' |
Accounts payable | -14,193 | 149,373 | 275,072 |
Accrued expenses | 35,382 | 49,556 | 668,513 |
NET CASH USED IN OPERATING ACTIVITIES | -500,193 | -463,492 | -6,019,749 |
NET CASH FLOWS USED IN INVESTING ACTIVITIES: | ' | ' | ' |
Purchase of property and equipment | -1,278 | -3,213 | -82,476 |
Expenditures for intangible assets | -23,056 | 0 | -23,056 |
Sale of asset | 0 | 0 | 3,963 |
Investment in companies | 0 | 0 | -6,121 |
NET CASH USED IN INVESTING ACTIVITIES | -24,334 | -3,213 | -107,690 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Payment of bank overdraft | 0 | -12,916 | 0 |
Proceeds from notes payable related parties | 0 | 114,500 | 1,174,342 |
Proceeds from convertible promissory note | 547,000 | 42,500 | 1,035,417 |
Repayment of notes payable related party | 0 | 0 | -184,000 |
Contributed capital by shareholder | 0 | 0 | 19,197 |
Proceeds from subsidiary | 0 | 0 | 300,000 |
Proceeds from issuance of common stock and subscription payable | 42,500 | 331,500 | 3,873,443 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 589,500 | 475,584 | 6,218,399 |
NET INCREASE IN CASH | 64,973 | 8,879 | 90,960 |
CASH, BEGINNING OF PERIOD | 33,637 | 0 | 7,650 |
CASH, END OF PERIOD | 98,610 | 8,879 | 98,610 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ' | ' | ' |
Interest paid | 0 | 0 | 137,661 |
Income taxes | $0 | $0 | $0 |
1_BASIS_OF_PRESENTATION
1. BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure Text Block [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
1. BASIS OF PRESENTATION | |
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. For further information refer to the consolidated financial statements and footnotes thereto included in the Company's Form 10-K for the year ended December 31, 2012. | |
Going Concern | |
The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, an additional cash infusion. The Company has obtained funds from its shareholders since its inception through September 30, 2013. It is Management's plan to generate additional working capital from investors, and then continue to pursue its business plan and purposes. | |
2_SUMMARY_OF_SIGNIFICANT_ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Significant Accounting Policies [Text Block] | ' | ||||||||||||||||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
This summary of significant accounting policies of Solar3D, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. | |||||||||||||||||
Development Stage Activities and Operations | |||||||||||||||||
The Company has been in its initial stages of formation and for the nine months ended September 30, 2013, had no revenues. A development stage activity is one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant. | |||||||||||||||||
Cash and Cash Equivalent | |||||||||||||||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
Share based payments applies to transactions in which an entity exchanges its equity instruments for goods or services, and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. We will be required to follow a fair value approach using an option-pricing model, such as the Black-Scholes option valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option. The adoption of share based compensation has no material impact on our results of operations. | |||||||||||||||||
Loss per Share Calculations | |||||||||||||||||
Loss per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. No shares for employee options or warrants were used in the calculation of the loss per share as they were all anti-dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the nine months ended September 30, 2013 and 2012, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
We recognize revenue upon delivery, provided that evidence of an arrangement exists, title, and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. We record revenue net of estimated product returns, which is based upon our return policy, sales agreements, management estimates of potential future product returns related to current period revenue, current economic trends, changes in customer composition and historical experience. Generally, we extend credit to our customers and do not require collateral. We perform ongoing credit evaluations of our customers and historic credit losses have been within our expectations. We do not ship a product until we have either a purchase agreement or rental agreement signed by the customer with a payment arrangement. This is a critical policy, because we want our accountings to show only sales which are “final” with a payment arrangement. We do not make consignment sales or inventory sales subject to a “buy back” or return arrangement from customers. Accordingly, original equipment manufacturers do not presently have a right to return unsold products to us. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2013, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities. | |||||||||||||||||
We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) as of January 1, 2008 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. | |||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: | |||||||||||||||||
· | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | ||||||||||||||||
· | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | ||||||||||||||||
· | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | ||||||||||||||||
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at September 30, 2013: | |||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets | $ | - | $ | - | $ | - | $ | - | |||||||||
Total assets measured at fair value | $ | - | $ | - | $ | - | $ | - | |||||||||
Liabilities | |||||||||||||||||
Derivative liability | 1,885,906 | - | - | 1,885,906 | |||||||||||||
Convertible promissory note | 400,641 | - | - | 400,641 | |||||||||||||
Total liabilities measured at fair value | $ | 2,286,547 | $ | - | $ | - | $ | 2,286,547 | |||||||||
Recently adopted pronouncements | |||||||||||||||||
Management reviewed accounting pronouncements issued during the nine months ended September 30, 2013, and no pronouncements were adopted. | |||||||||||||||||
3_CAPITAL_STOCK_AND_WARRANTS
3. CAPITAL STOCK AND WARRANTS | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
3. CAPITAL STOCK AND WARRANTS | |
On March 29, 2013, the Company increased its number of authorized shares of common stock from 500,000,000, par value $0.001 per share to 1,000,000,000, par value $0.001 per share, and authorized 5,000,000 shares of preferred stock, par value $0.001 per share. | |
During the nine months ended September 30, 2013, the Company issued 3,125,000 shares of common stock at prices per share ranging from $0.01 to $0.02 for cash in the amount of $42,500; issued 28,305,663 shares of common stock at fair values of prices between $0.004 and $0.0088 for the conversion of promissory notes in the principal amount of $194,500, plus accrued interest of $4584. The Company recognized a gain on conversion of $25,548, plus the portion attributable to the derivative of $218,131. Also, an investor exercised 25,884,770 common stock purchase warrants for 17,517,375 shares of common stock through a cashless exercise at fair value. | |
4_STOCK_OPTIONS_AND_WARRANTS
4. STOCK OPTIONS AND WARRANTS | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||
4. STOCK OPTIONS AND WARRANTS | |||||||||
As of September 30, 2013, the Board of Directors of the Company had granted non-qualified stock options to purchase 25,000,000 shares of common stock to its employees, directors and consultants, on the terms set forth in the option agreements. Notwithstanding any other provisions of the option agreements, each option expires on the date specified in the applicable option agreement, which date shall not be later than the seventh (7th) anniversary from the grant date of the option. The stock options vest at various times, and are exercisable for a period of seven years from the date of grant at exercise prices ranging from $0.01 to $0.05 per share, the market value of the Company’s common stock on the date of grant. The Company determined the fair market value of these options by using the Black Scholes option valuation model with the following significant assumptions: | |||||||||
Risk free interest rate | 1.01 | % | - | 2.38 | % | ||||
Stock volatility factor | 93.6 | % | - | 229 | % | ||||
Weighted average expected option life | 7 years | ||||||||
Expected dividend yield | None | ||||||||
A summary of the Company’s stock option activity and related information follows: | |||||||||
9/30/13 | |||||||||
Weighted | |||||||||
Number | average | ||||||||
of | exercise | ||||||||
Options | price | ||||||||
Outstanding, beginning of period | 23,000,000 | $ | 0.04 | ||||||
Granted | 2,000,000 | 0.018 | |||||||
Exercised | - | - | |||||||
Expired | - | - | |||||||
Outstanding, end of period | 25,000,000 | $ | 0.037 | ||||||
Exercisable at the end of period | 18,916,668 | $ | 0.04 | ||||||
Weighted average fair value of options granted during the period | $ | 0.017 | |||||||
RESTRICTED STOCK | |||||||||
On September 30, 2013, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with its Chief Executive Officer, James B. Nelson, to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the RSGA are performance shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 20,000,000 shares of the Company’s common stock to the CEO provided certain milestones are met in the following stages: a.)If the Company’s market capitalization exceeds $10,000,000, the Company will issue 4,000,000 shares of common stock; b.) If the Company’s consolidated gross revenue, calculated in accordance with GAAP, equals or exceeds $10,000,000 for the trailing twelve month period, the Company will issue 6,000,000 shares of common stock; c.) If the Company’s consolidated net profit, calculated in accordance to GAAP, equals or exceeds $2,000,000 for the trailing twelve month period, the Company will issue 10,000,000 shares of the Company’s common stock. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. | |||||||||
The stock-based compensation expense recognized in the statement of operations during the nine months ended September 30, 2013 and 2012, respectively, was $359,937 and $376,893. | |||||||||
WARRANTS | |||||||||
During the nine months ended September 30, 2013, no warrants were granted. During the nine months ended September 30, 2103, the Company issued through a cashless exercise of 25,884,770 common stock purchase warrants 17,517,375 shares of common stock. As of September 30, 2013, the Company had a total of 12,093,336 common stock purchase warrants outstanding. | |||||||||
5_CONVERTIBLE_PROMISSORY_NOTES
5. CONVERTIBLE PROMISSORY NOTES | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||
Debt Disclosure [Text Block] | ' | ||||||||||
5. CONVERTIBLE PROMISSORY NOTE | |||||||||||
As of September 30, 2013, the Company had the following securities purchase agreements: | |||||||||||
On September 19, 2012 and November 23, 2012, the Company entered into two securities purchase agreements each providing for the sale of an 8% unsecured Convertible Notes (“the Notes”) in the principal amounts of $42,500, and $32,500 for an aggregate total of $75,000. The notes matured on June 21, 2013, and August 15, 2013, respectively. After one hundred and eighty days (180) the holder converted both notes for an aggregate principal sum of $75,000, plus accrued interest of $3,000 on various dates during the nine months ended September 30, 2013, into 9,875,627 shares of common stock at prices ranging from $0.0068 to $0.0118 per share. The notes were measured at fair value using the Black-Scholes pricing model, and the Company recognized a gain on conversion of $2,490. The Company recorded debt discount of $62,446 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the remaining debt discount was amortized, and recorded as interest expense in the amount of $43,530, resulting in a net remaining debt discount of $0 at September 30, 2013. | |||||||||||
On October 24, 2012, the Company entered into a securities purchase agreement, providing for the sale of a 10% convertible note in the aggregate principal amount of $335,000, with an original issue discount of $35,000. Advances will be paid in amounts at the lender’s discretion. Upon execution of the securities purchase agreement, the Company received an advance of $50,000, with an original issued discount of $5,833. The note matures one (1) year from the effective date of each advance. If the advances are repaid within 90 days, the interest rate will be zero percent (0%), otherwise a one time interest rate of five percent (5%) will be applied to the principal sums outstanding. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.035 per share or seventy percent (70%) of the lowest trading price of the previous 25 trading days prior to conversion. On September 25, 2013, the Company received an additional advance of $25,000, with an original issue discount of $2,916. During the nine months ended September 30, 2013, the investor converted principal in the amount of $94,500, and recognized a gain of $21,120. The advances received after the execution of the note equal a total principal amount of $125,000, with an original issued discount of $14,584. As of September 30, 2013, the aggregate principal sum outstanding was $80,500, plus the original issued discount of $20,416 for a total of 100,916. The Company recorded debt discount of $138,845 related to the conversion feature of the note, along with derivative liabilities at inception. As of September 30, 2013, the debt discount was amortized, and recorded as interest expense in the amount of $81,391, resulting in a remaining net debt discount of $57,454 at September 30, 2013. | |||||||||||
On November 13, 2012, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $100,000. Upon execution of the note, the Company received an initial advance of $20,000. The advance amounts are at the lender’s discretion. The Company received additional advances for the sum of $80,000 on various dates]. As of September 30, 2013, the total aggregate principal amount outstanding was $100,000. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price in the previous 25 trading days. The note matures one (1) year from the effective date of each advance with respect to each advance. The Company recorded debt discount of $100,000 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the debt discount was amortized, and recorded as interest expense in the amount of $79,808, resulting in a remaining net debt discount of $20,192 at September 30, 2013. | |||||||||||
On November 29, 2012, the Company entered into a securities purchase agreement providing for the sale of a 10% unsecured convertible note in the principal aggregate amount of up to $80,000, at which time an initial advance of $12,500 was received by the Company. The note is, payable in full on or before November 29, 2013 unless sooner converted into shares of the Company’s common stock. The holder converted the principal amount of the note of $12,500, plus accrued interest of $625 on May 31, 2013, into 3,088,235 shares of common stock at a price of $0.0043 per share. The note was measured at fair value using the Black-Scholes pricing model, and the Company recognized a gain on conversion of $293. The Company recorded debt discount of $12,500 related to the conversion feature of the note, along with derivative liabilities at inception. As of September 30, 2013, the remaining debt discount was amortized, and recorded as interest expense in the amount of $12,500, resulting in a remaining net debt discount of $0 at September 30, 2013. | |||||||||||
On November 29, 2012, the Company entered into a securities purchase agreements providing for the sale of a 10% unsecured convertible note in the principal aggregate amount of up to $80,000, at which time an initial advance of $12,500 was received by the Company. The note is payable in full on or before November 29, 2013 unless sooner converted into shares of the Company’s common stock. The holder converted the principal amount of the note of $12,500, plus accrued interest of $959 on September 5, 2013, into 3,166,801 shares of common stock at a price of $0.0043 per share. The fair value of the note has been determined by using the Black-Scholes pricing model, and recognized a gain on conversion of $607. The Company recorded debt discount of $12,500 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the debt discount was amortized, and recorded as interest expense in the amount of $12,500, resulting in a remaining net debt discount of $0 at September 30, 2013 | |||||||||||
On December 26, 2012, the Company exchanged certain demand promissory notes in the aggregate amount of $114,500 plus accrued interest of $4,084 for a convertible promissory note in the aggregate principal amount of $118,584, convertible into shares of common stock of the Company at a price equal to the lesser of (a) $0.0326 per share or (b) 50% of the lowest trade price of common stock recorded on any trade day after the effective date. The note matured on July 25, 2013. The Company recorded the remaining debt discount from the previous promissory notes of $59,196 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the debt discount was amortized, and recorded as interest expense in the amount of $59,196, resulting in a remaining net debt discount of $0 at September 30, 2013 | |||||||||||
On February 19, 2013, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $100,000. Upon execution of the note, the Company received an initial advance of $15,000. The advance amounts are at the lenders discretion. The Company received additional advances for the sum of $85,000 for a total aggregate principal amount of $100,000 outstanding as of September 30, 2013. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.032 per share or fifty percent (50%) of the lowest trading price of the previous 25 trading days. The note matures six (6) months from the effective date of each advance with respect to each advance. The Company recorded debt discount of $100,000 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the debt discount was amortized, and recorded as interest expense in the amount of $88,944, resulting in a remaining net debt discount of $10,056 at September 30, 2013. | |||||||||||
On March 1, 2013, the Company entered into a securities purchase agreement providing for the sale of a 5% convertible promissory note in the aggregate principal amount of $8,000, for consideration of $8,000. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.02 per share or the lowest closing price after the effective date. The note matures two (2) years from the effective date of the advance. The Company recorded debt discount of $7,626 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the debt discount was amortized, and recorded as interest expense in the amount of $2,225, resulting in a remaining net debt discount of $5,401 at September 30, 2013. | |||||||||||
On May 1, 2013, the Company entered into a securities purchase agreement providing for the sale of an 8% convertible promissory note in the aggregate principal amount of $32,500, for consideration of $32,500. The note is convertible into shares of common stock of the Company at a price equal to 58% times the average of the lowest three trading prices for the common stock during the ten days prior to the conversion. The note matures on January 29, 2014. The Company recorded debt discount of $32,500 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the debt discount was amortized, and recorded as interest expense in the amount of $18,095, resulting in a remaining net debt discount of $14,405 at September 30, 2013. | |||||||||||
On May 30, 2013, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of $100,000. Upon execution of the note, the Company received an initial advance of $4,000. The advance amounts received are at the lender’s discretion. The Company received additional advances for a sum of $73,000 on various dates. As of September 30, 2013, the aggregate principal amount outstanding is $77,000. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.013 per share or fifty percent (50%) of the lowest trading price after the effective date. The note matures six (6) months from the effective date of each advance with respect to each advance. The Company recorded debt discount of $77,000 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the debt discount was amortized, and recorded as interest expense in the amount of $27,450, resulting in a remaining net debt discount of $49,550 at September 30, 2013. | |||||||||||
On August 1, 2013, the Company entered into a securities purchase agreement providing for the sale of an 8% convertible promissory note in the aggregate principal amount of $42,500, for consideration of $42,500. The note is convertible into shares of common stock of the Company at a price equal to 58% times the average of the lowest three trading prices for the common stock during the ten days prior to the conversion. The note matures on April 29, 2014. The Company recorded debt discount of $42,500 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the debt discount was amortized, and recorded as interest expense in the amount of $9,410, resulting in a remaining net debt discount of $33,090 at September 30, 2013. | |||||||||||
On August 28, 2013, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $100,000. Upon execution of the note, the Company received an initial advance of $20,000. The advance amounts received are at the lender’s discretion. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of a) $0.013 per share, b) fifty percent (50%) of the lowest trading price after the effective date, or c) the lowest conversion price offered by the Company with respect to any financing occurring before or after the date of the note. The note matures six (6) months from the effective date of each advance with respect to each advance. The Company recorded debt discount of $20,000 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the debt discount was amortized, and recorded as interest expense in the amount of $3,667, resulting in a remaining net debt discount of $16,333 at September 30, 2013. | |||||||||||
On August 30, 2013, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $100,000. Upon execution of the note, the Company received an initial advance of $20,000. The advance amounts received are at the lender’s discretion. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of a) $0.013 per share, b) fifty percent (50%) of the lowest trading price after the effective date, or c) the lowest conversion price offered by the Company with respect to any financing occurring before or after the date of the note. The note matures six (6) months from the effective date of each advance with respect to each advance. The Company recorded debt discount of $20,000 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the debt discount was amortized, and recorded as interest expense in the amount of $3,444, resulting in a remaining net debt discount of $16,556 at September 30, 2013. | |||||||||||
On September 9, 2013, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $100,000. Upon execution of the note, the Company received an initial advance of $20,000. The advance amounts received are at the lender’s discretion. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of a) $0.013 per share, b) fifty percent (50%) of the lowest trading price after the effective date, or c) the lowest conversion price offered by the Company with respect to any financing occurring before or after the date of the note. The note matures six (6) months from the effective date of each advance with respect to each advance. The Company recorded debt discount of $20,000 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the debt discount was amortized, and recorded as interest expense in the amount of $2,333, resulting in a remaining net debt discount of $17,667 at September 30, 2013. | |||||||||||
On September 19, 2013, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $100,000. Upon execution of the note, the Company received an initial advance of $20,000. The advance amounts received are at the lender’s discretion. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of a) $0.013 per share, b) fifty percent (50%) of the lowest trading price after the effective date, or c) the lowest conversion price offered by the Company with respect to any financing occurring before or after the date of the note. The note matures six (6) months from the effective date of each advance with respect to each advance. The Company recorded debt discount of $20,000 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the debt discount was amortized, and recorded as interest expense in the amount of $1,222, resulting in a remaining net debt discount of $18,778 at September 30, 2013. | |||||||||||
On September 24, 2013, the Company entered into a securities purchase agreement providing for the sale of a 10% convertible promissory note in the principal amount of up to $100,000. Upon execution of the note, the Company received an initial advance of $67,000. The advance amounts received are at the lender’s discretion. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of a) $0.013 per share, b) fifty percent (50%) of the lowest trading price after the effective date, or c) the lowest conversion price offered by the Company with respect to any financing occurring before or after the date of the note. The note matures six (6) months from the effective date of each advance with respect to each advance. The Company recorded debt discount of $67,000 related to the conversion feature of the notes, along with derivative liabilities at inception. As of September 30, 2013, the debt discount was amortized, and recorded as interest expense in the amount of $2,233, resulting in a remaining net debt discount of $64,767 at September 30, 2013. | |||||||||||
We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory note was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The derivative liability is adjusted periodically according to the stock price fluctuations. At the time of conversion, any remaining derivative liability will be charged to additional paid-in capital. | |||||||||||
For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: | |||||||||||
Stock price on the valuation dates | $ | 0.0161 | |||||||||
Conversion price for the debt | $ | 0.002 | - | $ | 0.02 | ||||||
Dividend yield | 0 | % | |||||||||
Years to Maturity | 6 months | - | 2 years | ||||||||
Risk free rate | 0.02 | % | - | 0.34 | % | ||||||
Expected volatility | 30.45 | % | - | 272.98 | % | ||||||
The derivative liability recognized in the financial statements as of September 30, 2013 was $1,885,906. | |||||||||||
6_SUBSEQUENT_EVENTS
6. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
6. SUBSEQUENT EVENTS | |
Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has reported the following events: | |
On October 8, 2013, the Company entered into a securities purchase agreement for the sale of a 8% convertible promissory note in the principal amount of $32,500, with an initial consideration of $32,500. The note is convertible into shares of common stock of the Company at a price equal to 58% times the average of the lowest three (3) trading prices for the common stock during the ten days prior to the conversion. The note is payable in full on or before July 10, 2014. | |
On October 22, 2013, the Company issued 2,241,380 shares of common stock upon the conversion of a note in the principal amount of $22,750. | |
On November 1, 2013, Solar3D, Inc., a Delaware corporation (“S3D”) entered into a stock purchase agreement, dated as of October 31, 2013 (“SPA”), with Solar United Network, Inc., a California corporation (“SUN”), and Emil Beitpolous, an individual shareholder holding 30% of the outstanding shares of SUN, Abe Emard, an individual shareholder holding 30% of the outstanding shares of SUN, Richard Emard, an individual shareholder holding 20% of the outstanding shares of SUN, and Mikhail Podnesbesnyy, an individual shareholder holding 20% of the outstanding shares of SUN (collectively, the “Sellers” or “SUN Shareholders”), pursuant to which S3D agreed to purchase 100% of the outstanding shares of SUN’s common stock (the “SUN Stock”) from the Sellers in consideration for $2,794,500, $1,044,500 of which is payable in cash at the closing of the SPA and $1,750,000 of which is payable in installments over a period of five years after the closing of the SPA pursuant to convertible promissory notes bearing simple interest the rate of 4% per annum (the “Notes”). The Notes are convertible at any time after issuance into shares of fully paid and non-assessable shares of the common stock of S3D. The conversion price is $0.02 per share until March 30, 2015, and thereafter the conversion price will be the greater of (a) $0.02 per share or (b) Fifty Percent (50%) of the average closing price of the common stock of S3D as reported by Bloomberg for the ten (10) consecutive trading days following the submission of a notice in writing signed by the Note holder of his intent to convert. At the closing of the SPA the SUN Board of Directors will consist of three members, one of whom will be James B. Nelson, one of whom will be Mark J. Richardson, and one of whom will be a designee of SUN reasonably acceptable to S3D and who will initially be Abe Emard. In the event that S3D proposes to sell all of the SUN Stock or cause SUN to sell all or substantially all of its assets in the future in one or a series of predetermined transactions in consideration for only cash or notes and not for any securities (the “SUN Sale Proposal”), with the intent of exiting the type of business in which SUN is then engaged, each Seller will have the right of first refusal to elect to purchase up to his pro rata share of the SUN Stock or SUN assets proposed for sale, as the case may be, based on the relative outstanding balances of their Notes on the date of the first delivery of notice of the SUN Sale Proposal by S3D. SUN is engaged in the business of the design, installation, and management of solar systems for commercial, agricultural, and residential customers in California. | |
On November 4, 2013, the Company issued 1,785,714 shares of common stock upon the conversion of a note in the principal amount of $17,500. | |
7_COMMITMENTS
7. COMMITMENTS | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
7. COMMITMENTS | |
On September 11, 2013, the Company entered into a lease agreement for a period of one (1) year for new office space. The lease commenced on September 24, 2013 and expires on September 23, 2014. The lease payments are $1,700 per month. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended | |
Sep. 30, 2013 | ||
Accounting Policies [Abstract] | ' | |
Basis of Accounting, Policy [Policy Text Block] | ' | |
Development Stage Activities and Operations | ||
The Company has been in its initial stages of formation and for the nine months ended September 30, 2013, had no revenues. A development stage activity is one in which all efforts are devoted substantially to establishing a new business and even if planned principal operations have commenced, revenues are insignificant. | ||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | |
Cash and Cash Equivalent | ||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | ||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | |
Stock-Based Compensation | ||
Share based payments applies to transactions in which an entity exchanges its equity instruments for goods or services, and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. We will be required to follow a fair value approach using an option-pricing model, such as the Black-Scholes option valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option. The adoption of share based compensation has no material impact on our results of operations. | ||
Earnings Per Share, Policy [Policy Text Block] | ' | |
Loss per Share Calculations | ||
Loss per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. No shares for employee options or warrants were used in the calculation of the loss per share as they were all anti-dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the nine months ended September 30, 2013 and 2012, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. | ||
Revenue Recognition, Policy [Policy Text Block] | ' | |
Revenue Recognition | ||
We recognize revenue upon delivery, provided that evidence of an arrangement exists, title, and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. We record revenue net of estimated product returns, which is based upon our return policy, sales agreements, management estimates of potential future product returns related to current period revenue, current economic trends, changes in customer composition and historical experience. Generally, we extend credit to our customers and do not require collateral. We perform ongoing credit evaluations of our customers and historic credit losses have been within our expectations. We do not ship a product until we have either a purchase agreement or rental agreement signed by the customer with a payment arrangement. This is a critical policy, because we want our accountings to show only sales which are “final” with a payment arrangement. We do not make consignment sales or inventory sales subject to a “buy back” or return arrangement from customers. Accordingly, original equipment manufacturers do not presently have a right to return unsold products to us. | ||
Fair Value Measurement, Policy [Policy Text Block] | ' | |
Fair Value of Financial Instruments | ||
Disclosures about fair value of financial instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2013, the amounts reported for cash, accrued interest and other expenses, and notes payable approximate the fair value because of their short maturities. | ||
We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) as of January 1, 2008 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. | ||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: | ||
· | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | |
· | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |
· | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' | |
Recently adopted pronouncements | ||
Management reviewed accounting pronouncements issued during the nine months ended September 30, 2013, and no pronouncements were adopted. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | 'We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at September 30, 2013: | ||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Assets | $ | - | $ | - | $ | - | $ | - | |||||||||
Total assets measured at fair value | $ | - | $ | - | $ | - | $ | - | |||||||||
Liabilities | |||||||||||||||||
Derivative liability | 1,885,906 | - | - | 1,885,906 | |||||||||||||
Convertible promissory note | 400,641 | - | - | 400,641 | |||||||||||||
Total liabilities measured at fair value | $ | 2,286,547 | $ | - | $ | - | $ | 2,286,547 |
4_STOCK_OPTIONS_AND_WARRANTS_T
4. STOCK OPTIONS AND WARRANTS (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 'The Company determined the fair market value of these options by using the Black Scholes option valuation model with the following significant assumptions: | ||||||||
Risk free interest rate | 1.01 | % | - | 2.38 | % | ||||
Stock volatility factor | 93.6 | % | - | 229 | % | ||||
Weighted average expected option life | 7 years | ||||||||
Expected dividend yield | None | ||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | 'A summary of the Company’s stock option activity and related information follows: | ||||||||
9/30/13 | |||||||||
Weighted | |||||||||
Number | average | ||||||||
of | exercise | ||||||||
Options | price | ||||||||
Outstanding, beginning of period | 23,000,000 | $ | 0.04 | ||||||
Granted | 2,000,000 | 0.018 | |||||||
Exercised | - | - | |||||||
Expired | - | - | |||||||
Outstanding, end of period | 25,000,000 | $ | 0.037 | ||||||
Exercisable at the end of period | 18,916,668 | $ | 0.04 | ||||||
Weighted average fair value of options granted during the period | $ | 0.017 |
5_CONVERTIBLE_PROMISSORY_NOTES1
5. CONVERTIBLE PROMISSORY NOTES (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | 'For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: | ||||||||||
Stock price on the valuation dates | $ | 0.0161 | |||||||||
Conversion price for the debt | $ | 0.002 | - | $ | 0.02 | ||||||
Dividend yield | 0 | % | |||||||||
Years to Maturity | 6 months | - | 2 years | ||||||||
Risk free rate | 0.02 | % | - | 0.34 | % | ||||||
Expected volatility | 30.45 | % | - | 272.98 | % |
2_SUMMARY_OF_SIGNIFICANT_ACCOU2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | 140 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Revenues (in Dollars) | $0 | $0 | $0 | $0 | $1,127,406 |
2_SUMMARY_OF_SIGNIFICANT_ACCOU3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, by Balance Sheet Grouping (USD $) | Sep. 30, 2013 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, by Balance Sheet Grouping [Line Items] | ' |
Assets | $0 |
Total assets measured at fair value | 0 |
Derivative liability | 1,885,906 |
Convertible promissory note | 400,641 |
Total liabilities measured at fair value | 2,286,547 |
Fair Value, Inputs, Level 1 [Member] | ' |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, by Balance Sheet Grouping [Line Items] | ' |
Assets | 0 |
Total assets measured at fair value | 0 |
Derivative liability | 0 |
Convertible promissory note | 0 |
Total liabilities measured at fair value | 0 |
Fair Value, Inputs, Level 2 [Member] | ' |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, by Balance Sheet Grouping [Line Items] | ' |
Assets | 0 |
Total assets measured at fair value | 0 |
Derivative liability | 0 |
Convertible promissory note | 0 |
Total liabilities measured at fair value | 0 |
Fair Value, Inputs, Level 3 [Member] | ' |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, by Balance Sheet Grouping [Line Items] | ' |
Assets | 0 |
Total assets measured at fair value | 0 |
Derivative liability | 1,885,906 |
Convertible promissory note | 400,641 |
Total liabilities measured at fair value | $2,286,547 |
3_CAPITAL_STOCK_AND_WARRANTS_D
3. CAPITAL STOCK AND WARRANTS (Details) (USD $) | 3 Months Ended | 9 Months Ended | 140 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
3. CAPITAL STOCK AND WARRANTS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | 1,000,000,000 | ' | 1,000,000,000 | ' | 1,000,000,000 | 500,000,000 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | ' | $0.00 | ' | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 5,000,000 | ' | 5,000,000 | ' | 5,000,000 | 5,000,000 |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | ' | $0.00 | ' | $0.00 | $0.00 |
Development Stage Entities, Stock Issued, Shares, Issued for Cash | ' | ' | 3,125,000 | ' | ' | ' |
Proceeds from Issuance of Common Stock (in Dollars) | ' | ' | $42,500 | $331,500 | $3,873,443 | ' |
Gains (Losses) on Extinguishment of Debt (in Dollars) | 20,286 | 0 | 25,548 | -33,750 | -618,490 | ' |
Stock Issued for Conversion of Promissory Notes and Interest [Member] | Principal [Member] | ' | ' | ' | ' | ' | ' |
3. CAPITAL STOCK AND WARRANTS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Debt Conversion, Original Debt, Amount (in Dollars) | ' | ' | 194,500 | ' | ' | ' |
Stock Issued for Conversion of Promissory Notes and Interest [Member] | Interest [Member] | ' | ' | ' | ' | ' | ' |
3. CAPITAL STOCK AND WARRANTS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Debt Conversion, Original Debt, Amount (in Dollars) | ' | ' | 4,584 | ' | ' | ' |
Stock Issued for Conversion of Promissory Notes and Interest [Member] | ' | ' | ' | ' | ' | ' |
3. CAPITAL STOCK AND WARRANTS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Other | ' | ' | 28,305,663 | ' | ' | ' |
Gains (Losses) on Extinguishment of Debt (in Dollars) | ' | ' | 25,548 | ' | ' | ' |
Debt Instrument, Convertible, Beneficial Conversion Feature (in Dollars) | ' | ' | $218,131 | ' | ' | ' |
Stock Issued for Conversion of Promissory Notes and Interest [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' |
3. CAPITAL STOCK AND WARRANTS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Development Stage Entities, Equity Issuance, Per Share Amount (in Dollars per share) | ' | ' | $0.00 | ' | ' | ' |
Stock Issued for Conversion of Promissory Notes and Interest [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' |
3. CAPITAL STOCK AND WARRANTS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Development Stage Entities, Equity Issuance, Per Share Amount (in Dollars per share) | ' | ' | $0.01 | ' | ' | ' |
Warrants exercised by investor [Member] | ' | ' | ' | ' | ' | ' |
3. CAPITAL STOCK AND WARRANTS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Class of Warrant or Rights, Exercised | ' | ' | 25,884,770 | ' | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | 17,517,375 | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' | ' | ' |
3. CAPITAL STOCK AND WARRANTS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Sale of Stock, Price Per Share (in Dollars per share) | $0.01 | ' | $0.01 | ' | $0.01 | ' |
Maximum [Member] | ' | ' | ' | ' | ' | ' |
3. CAPITAL STOCK AND WARRANTS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Sale of Stock, Price Per Share (in Dollars per share) | $0.02 | ' | $0.02 | ' | $0.02 | ' |
4_STOCK_OPTIONS_AND_WARRANTS_D
4. STOCK OPTIONS AND WARRANTS (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
4. STOCK OPTIONS AND WARRANTS (Details) [Line Items] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | 'The stock options vest at various times |
Class of Warrant or Rights, Granted | 0 |
Class of Warrant or Right, Outstanding | 12,093,336 |
Restricted Stock Grant Agreement [Member] | ' |
4. STOCK OPTIONS AND WARRANTS (Details) [Line Items] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | 'a.)If the Company's market capitalization exceeds $10,000,000, the Company will issue 4,000,000 shares of common stock; b.) If the Company's consolidated gross revenue, calculated in accordance with GAAP, equals or exceeds $10,000,000 for the trailing twelve month period, the Company will issue 6,000,000 shares of common stock; c.) If the Company's consolidated net profit, calculated in accordance to GAAP, equals or exceeds $2,000,000 for the trailing twelve month period, the Company will issue 10,000,000 shares of the Company's common stock. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 20,000,000 |
Minimum [Member] | ' |
4. STOCK OPTIONS AND WARRANTS (Details) [Line Items] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | 0.01 |
Maximum [Member] | ' |
4. STOCK OPTIONS AND WARRANTS (Details) [Line Items] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercise Price of Options (in Dollars per share) | 0.05 |
4_STOCK_OPTIONS_AND_WARRANTS_D1
4. STOCK OPTIONS AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 9 Months Ended |
Sep. 30, 2013 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Abstract] | ' |
Risk free interest rate | 1.01% |
Risk free interest rate | 2.38% |
Stock volatility factor | 93.60% |
Stock volatility factor | 229.00% |
Weighted average expected option life | '7 years |
Expected dividend yield | 0.00% |
4_STOCK_OPTIONS_AND_WARRANTS_D2
4. STOCK OPTIONS AND WARRANTS (Details) - Schedule of Share-based Compensation, Stock Options, Activity (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Number of options [Member] | ' |
4. STOCK OPTIONS AND WARRANTS (Details) - Schedule of Share-based Compensation, Stock Options, Activity [Line Items] | ' |
Outstanding, beginning of period (in Shares) | 23,000,000 |
Granted (in Shares) | 2,000,000 |
Exercised (in Shares) | 0 |
Expired (in Shares) | 0 |
Outstanding, end of period (in Shares) | 25,000,000 |
Exercisable at the end of period (in Shares) | 18,916,668 |
Weighted Average Exercise Price [Member] | ' |
4. STOCK OPTIONS AND WARRANTS (Details) - Schedule of Share-based Compensation, Stock Options, Activity [Line Items] | ' |
Outstanding, beginning of period | 0.04 |
Granted | 0.018 |
Exercised | 0 |
Expired | 0 |
Outstanding, end of period | 0.037 |
Exercisable at the end of period | 0.04 |
Weighted average fair value of options granted during the period | 0.017 |
5_CONVERTIBLE_PROMISSORY_NOTES2
5. CONVERTIBLE PROMISSORY NOTES (Details) (USD $) | 3 Months Ended | 9 Months Ended | 140 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Original Issue Discount [Member] | Discount on Beneficial Conversion Feature [Member] | Principal [Member] | Principal [Member] | Principal [Member] | Principal [Member] | Interest [Member] | Interest [Member] | Interest [Member] | Interest [Member] | Advances After Execution of the Note [Member] | Advances After Execution of the Note [Member] | Advances After Execution of the Note [Member] | Initial Advance [Member] | Initial Advance [Member] | Convertible note on September 19, 2012 [Member] | Convertible note on September 19, 2012 [Member] | Convertible Note on November 23, 2012 [Member] | Convertible Note on September 19, 2012 and November 23, 2012 [Member] | Convertible note on November 13, 2012 [Member] | Convertible note on November 13, 2012 [Member] | Convertible Promissory Note on October 24, 2012 [Member] | Convertible Promissory Note on October 24, 2012 [Member] | Convertible Note on November 29, 2012 [Member] | Convertible Note on November 29, 2012 [Member] | Convertible Note #2 on November 29, 2012 [Member] | Convertible Note #2 on November 29, 2012 [Member] | Convertible note on December 26, 2012 [Member] | Convertible note on December 26, 2012 [Member] | Convertible note on February 13, 2013 [Member] | Convertible Notes on February, March, April and May 2013 [Member] | Convertible note on March 1, 2013 [Member] | Convertible Note on May 1, 2013 [Member] | Convertible Notes on May 30, 2013 [Member] | Convertible Note on August 1, 2013 [Member] | Convertible Note on August 28, 2013 [Member] | Convertible Note on August 30, 2013 [Member] | Convertible Note on September 9, 2013 [Member] | Convertible Note on September 19, 2013 [Member] | Convertible Note on September 24, 2013 [Member] | Minimum [Member] | Maximum [Member] | |||||||
Convertible Promissory Note on October 24, 2012 [Member] | Convertible Promissory Note on October 24, 2012 [Member] | Convertible Note on September 19, 2012 and November 23, 2012 [Member] | Convertible Note on November 29, 2012 [Member] | Convertible Note #2 on November 29, 2012 [Member] | Convertible note on December 26, 2012 [Member] | Convertible Note on September 19, 2012 and November 23, 2012 [Member] | Convertible Note on November 29, 2012 [Member] | Convertible Note #2 on November 29, 2012 [Member] | Convertible note on December 26, 2012 [Member] | Convertible Promissory Note on October 24, 2012 [Member] | Convertible note on February 13, 2013 [Member] | Convertible Notes on May 30, 2013 [Member] | Convertible note on February 13, 2013 [Member] | Convertible Notes on May 30, 2013 [Member] | Convertible Note on September 19, 2012 and November 23, 2012 [Member] | Convertible Note on September 19, 2012 and November 23, 2012 [Member] | ||||||||||||||||||||||||||||||||
5. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 8.00% | ' | 10.00% | ' | 10.00% | ' | ' | 10.00% | 10.00% | ' | ' | ' | 10.00% | ' | 5.00% | 8.00% | 10.00% | 8.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ' | ' |
Debt Instrument, Face Amount (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $114,500 | ' | ' | ' | $4,084 | ' | ' | ' | ' | ' | ' | $42,500 | $32,500 | $75,000 | ' | ' | ' | ' | ' | $80,000 | $80,000 | ' | $118,584 | ' | $100,000 | ' | $8,000 | $32,500 | $100,000 | $42,500 | $100,000 | $100,000 | $100,000 | $100,000 | $100,000 | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21-Jun-13 | ' | ' | ' | ' | 15-Aug-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29-Jan-14 | ' | 29-Apr-14 | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Original Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | 12,500 | 12,500 | ' | 3,000 | 625 | 959 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 94,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,875,627 | ' | ' | ' | ' | 3,088,235 | ' | 3,166,801 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Development Stage Entities, Equity Issuance, Per Share Amount (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | $0.01 |
Gains (Losses) on Extinguishment of Debt | 20,286 | 0 | 25,548 | -33,750 | -618,490 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,490 | ' | ' | 21,120 | ' | 293 | ' | 607 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Beneficial Conversion Feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62,446 | 100,000 | ' | 138,845 | ' | ' | 12,500 | ' | 12,500 | ' | 59,196 | 100,000 | ' | 7,626 | 32,500 | 77,000 | 42,500 | 20,000 | 20,000 | 20,000 | 20,000 | 67,000 | ' | ' |
Amortization of Debt Discount (Premium) | ' | ' | 444,816 | 39,875 | 540,837 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43,530 | 79,808 | ' | 81,391 | ' | 12,500 | ' | 12,500 | ' | 59,196 | ' | 88,944 | ' | 2,225 | 18,095 | 27,450 | 9,410 | 3,667 | 3,444 | 2,333 | 1,222 | 2,233 | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | 20,416 | 57,454 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 20,192 | ' | ' | ' | 0 | ' | 0 | ' | 0 | ' | 10,056 | ' | 5,401 | 14,405 | 49,550 | 33,090 | 16,333 | 16,556 | 17,667 | 18,778 | 64,767 | ' | ' |
Debt Instrument, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'convertible note in the aggregate principal amount of $335,000, with an original issue discount of $35,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Convertible Debt (in Dollars) | ' | ' | 547,000 | 42,500 | 1,035,417 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | 85,000 | 73,000 | 15,000 | 4,000 | ' | ' | ' | ' | 80,000 | 20,000 | 25,000 | 50,000 | ' | 12,500 | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' | 42,500 | 20,000 | 20,000 | 20,000 | 20,000 | 67,000 | ' | ' |
Debt Instrument, Original Issue Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,584 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,916 | 5,833 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The note matures one (1) year from the effective date of each advance with respect to each advance. | ' | 'The note matures one (1) year from the effective date of each advance. | ' | ' | ' | ' | ' | ' | ' | 'The note matures six (6) months from the effective date of each advance with respect to each advance. | ' | 'The note matures two (2) years from the effective date of the advance. | ' | 'The note matures six (6) months from the effective date of each advance with respect to each advance. | ' | 'The note matures six (6) months from the effective date of each advance with respect to each advance. | 'The note matures six (6) months from the effective date of each advance with respect to each advance. | 'The note matures six (6) months from the effective date of each advance with respect to each advance. | 'The note matures six (6) months from the effective date of each advance with respect to each advance. | 'The note matures six (6) months from the effective date of each advance with respect to each advance. | ' | ' |
Debt Instrument, Interest Rate Terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'If the advances are repaid within 90 days, the interest rate will be zero percent (0%), otherwise a one time interest rate of five percent (5%) will be applied to the principal sums outstanding. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Terms of Conversion Feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.01 per share or fifty percent (50%) of the lowest trading price in the previous 25 trading days. | ' | 'The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.035 per share or seventy percent (70%) of the lowest trading price of the previous 25 trading days prior to conversion. | ' | ' | ' | ' | ' | 'convertible into shares of common stock of the Company at a price equal to the lesser of (a) $0.0326 per share or (b) 50% of the lowest trade price of common stock recorded on any trade day after the effective date. | ' | ' | 'The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.032 per share or fifty percent (50%) of the lowest trading price of the previous 25 trading days. | 'The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.02 per share or the lowest closing price after the effective date. | 'The note is convertible into shares of common stock of the Company at a price equal to 58% times the average of the lowest three trading prices for the common stock during the ten days prior to the conversion. | 'The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.013 per share or fifty percent (50%) of the lowest trading price after the effective date. | 'The note is convertible into shares of common stock of the Company at a price equal to 58% times the average of the lowest three trading prices for the common stock during the ten days prior to the conversion. | 'The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of a) $0.013 per share, b) fifty percent (50%) of the lowest trading price after the effective date, or c) the lowest conversion price offered by the Company with respect to any financing occurring before or after the date of the note. | 'The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of a) $0.013 per share, b) fifty percent (50%) of the lowest trading price after the effective date, or c) the lowest conversion price offered by the Company with respect to any financing occurring before or after the date of the note. | 'The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of a) $0.013 per share, b) fifty percent (50%) of the lowest trading price after the effective date, or c) the lowest conversion price offered by the Company with respect to any financing occurring before or after the date of the note. | 'The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of a) $0.013 per share, b) fifty percent (50%) of the lowest trading price after the effective date, or c) the lowest conversion price offered by the Company with respect to any financing occurring before or after the date of the note. | 'The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of a) $0.013 per share, b) fifty percent (50%) of the lowest trading price after the effective date, or c) the lowest conversion price offered by the Company with respect to any financing occurring before or after the date of the note. | ' | ' |
Convertible Notes Payable, Current | 400,641 | ' | 400,641 | ' | 400,641 | 123,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | 80,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Notes Payable, Current, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,916 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Liability, Current | $1,885,906 | ' | $1,885,906 | ' | $1,885,906 | $696,564 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
5_CONVERTIBLE_PROMISSORY_NOTES3
5. CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Fair Value Assumptions for the Conversion Option Liability (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Minimum [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Conversion price for the debt (in Dollars per share) | $0.00 |
Conversion price for the debt (in Dollars per share) | $0.00 |
Dividend yield | 0.00% |
Dividend yield | 0.00% |
Years to Maturity | '6 months |
Years to Maturity | '6 months |
Risk free rate | 0.02% |
Risk free rate | 0.02% |
Expected volatility | 30.45% |
Expected volatility | 30.45% |
Maximum [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Stock price on the valuation dates (in Dollars per share) | $0.02 |
Conversion price for the debt (in Dollars per share) | $0.02 |
Conversion price for the debt (in Dollars per share) | $0.02 |
Dividend yield | 0.00% |
Dividend yield | 0.00% |
Years to Maturity | '2 years |
Years to Maturity | '2 years |
Risk free rate | 0.34% |
Risk free rate | 0.34% |
Expected volatility | 272.98% |
Expected volatility | 272.98% |
6_SUBSEQUENT_EVENTS_Details
6. SUBSEQUENT EVENTS (Details) (USD $) | 9 Months Ended | 140 Months Ended | 0 Months Ended | ||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Nov. 04, 2013 | Nov. 01, 2013 | Oct. 22, 2013 | Oct. 08, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||
6. SUBSEQUENT EVENTS (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | 8.00% |
Debt Instrument, Face Amount (in Dollars) | ' | ' | ' | ' | ' | ' | $32,500 |
Proceeds from Convertible Debt (in Dollars) | 547,000 | 42,500 | 1,035,417 | ' | ' | ' | 32,500 |
Debt Instrument, Convertible, Terms of Conversion Feature | ' | ' | ' | ' | 'The Notes are convertible at any time after issuance into shares of fully paid and non-assessable shares of the common stock of S3D.The conversion price is $0.02 per share until March 30, 2015, and thereafter the conversion price will be the greater of (a) $0.02 per share or (b) Fifty Percent (50%) of the average closing price of the common stock of S3D as reported by Bloomberg for the ten (10) consecutive trading days following the submission of a notice in writing signed by the Note holder of his intent to convert. | ' | 'The note is convertible into shares of common stock of the Company at a price equal to 58% times the average of the lowest three (3) trading prices for the common stock during the ten days prior to the conversion. |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | 10-Jul-14 |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | ' | ' | ' | 1,785,714 | ' | 2,241,380 | ' |
Debt Conversion, Original Debt, Amount (in Dollars) | ' | ' | ' | $17,500 | ' | $22,750 | ' |
Subsequent Event, Description | ' | ' | ' | ' | 'On November 1, 2013, Solar3D, Inc., a Delaware corporation ("S3D") entered into a stock purchase agreement, dated as of October 31, 2013 ("SPA"), with Solar United Network, Inc., a California corporation ("SUN"), and Emil Beitpolous, an individual shareholder holding 30% of the outstanding shares of SUN, Abe Emard, an individual shareholder holding 30% of the outstanding shares of SUN, Richard Emard, an individual shareholder holding 20% of the outstandingshares of SUN, and Mikhail Podnesbesnyy, an individual shareholder holding 20% of the outstandingshares of SUN (collectively, the "Sellers" or "SUN Shareholders"), pursuant to which S3D agreed to purchase 100% of the outstanding shares of SUN's common stock (the "SUN Stock") from the Sellers in consideration for $2,794,500, $1,044,500 of which is payable in cash at the closing of the SPA and $1,750,000 of which is payable in installments over a period of five years after the closing of the SPA pursuant to convertible promissory notes bearing simple interest the rate of 4% per annum (the "Notes"). | ' | ' |
Business Acquisition, Board of Directors Description | ' | ' | ' | ' | 'At the closing of the SPA the SUN Board of Directors will consist of three members, one of whom will be James B. Nelson, one of whom will be Mark J. Richardson, and one of whom will be a designee of SUN reasonably acceptable to S3D and who will initially be Abe Emard. | ' | ' |
7_COMMITMENTS_Details
7. COMMITMENTS (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Description of Lessee Leasing Arrangements, Operating Leases | 'lease agreement for a period of one (1) year for new office space |
Lease Expiration Date | 23-Sep-14 |
Operating Leases, Rent Expense, Minimum Rentals (in Dollars) | $1,700 |