Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 26, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SOLAR3D, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | -19 | ||
Entity Common Stock, Shares Outstanding | 17,702,326 | ||
Entity Public Float | $20,300,000 | ||
Amendment Flag | FALSE | ||
Entity Central Index Key | 1172631 | ||
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 | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash and cash equivalents | $414,123 | $10,422 |
Accounts receivable | 2,023,497 | 0 |
Inventory | 22,947 | 0 |
Costs in excess of billings | 1,276,677 | 0 |
Other current assets | 280,996 | 4,862 |
Total Current Assets | 4,018,240 | 15,284 |
Property and Equipment, net | 84,208 | 6,734 |
Other Assets | ||
Other deposits | 19,500 | 2,000 |
Patents | 0 | 23,161 |
Goodwill | 2,599,268 | 0 |
Total Other Assets | 2,618,768 | 25,161 |
Total Assets | 6,721,216 | 47,179 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 1,970,948 | 156,741 |
Billings in excess of costs | 891,633 | 0 |
Customer deposits | 51,613 | 0 |
Derivative liability | 68,521 | 2,822,430 |
Acquisition convertible promissory notes, net of beneficial conversion feature of $234,042 | 890,958 | 0 |
Convertible promissory notes, net of debt discount of $627 and $204,020, respectively | 887,373 | 515,397 |
Total Current Liabilities | 4,761,046 | 3,494,568 |
Shareholders' Equity (Deficit) | ||
Preferred stock, $.001 par value; 5,000,000 authorized shares; | 0 | 0 |
Common stock, $.001 par value; 1,000,000,000 authorized shares; 14,016,252 and 8,203,472 shares issued and outstanding, respectively | 14,016 | 8,203 |
Additional paid in capital | 42,765,589 | 12,491,515 |
Accumulated Deficit | -40,819,435 | -15,947,107 |
Total Shareholders' Equity (Deficit) | 1,960,170 | -3,447,389 |
Total Liabilities and Shareholders' Equity (Deficit) | $6,721,216 | $47,179 |
BALANCE_SHEETS_Parentheticals
BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Convertible promissory notes, beneficial conversion feature (in Dollars) | $234,042 | |
Convertible promissory notes, discount (in Dollars) | $627 | $204,020 |
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 | 1,000,000,000 |
Common stock, shares issued | 14,016,252 | 8,203,472 |
Common stock, shares outstanding | 14,016,252 | 8,203,472 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Sales | $20,189,555 | $0 |
Cost of Goods Sold | 14,578,480 | 0 |
Gross Profit | 5,611,075 | 0 |
Operating Expenses | ||
Selling and marketing expenses | 1,574,999 | 0 |
General and administrative expenses | 3,602,252 | 970,769 |
Research and development cost | 112,518 | 108,565 |
Depreciation and amortization | 10,234 | 1,847 |
Total Operating Expenses | 5,300,003 | 1,081,181 |
Income/Loss before Other Income/(Expenses) | 311,072 | -1,081,181 |
Other Income/(Expenses) | ||
Other expenses | -33,087 | 0 |
Gain/Loss on settlement of debt | -186,636 | 60,908 |
Loss on change in fair value of derivative liability | -20,770,490 | -2,068,886 |
Interest expense | -4,193,187 | -725,767 |
Total Other Income/(Expenses) | -25,183,400 | -2,733,745 |
Loss before Income Taxes | -24,872,328 | -3,814,926 |
Income Tax Expense | 0 | 0 |
Net Loss | ($24,872,328) | ($3,814,926) |
EARNINGS PER SHARE: | ||
Basic (in Dollars per share) | ($2.15) | ($0.59) |
Diluted (in Dollars per share) | ($2.15) | ($0.59) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||
Basic (in Shares) | 11,589,412 | 6,484,763 |
Diluted (in Shares) | 11,589,412 | 6,484,763 |
STATEMENTS_OF_STOCKHOLDERS_DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2012 | $5,429 | $11,235,124 | ($12,132,181) | ($891,628) |
Balance (in Shares) at Dec. 31, 2012 | 5,429,054 | |||
Issuance of common stock at prices ranging from $0.26 - $0.52 per share for cash | 220 | 42,280 | 42,500 | |
Issuance of common stock at prices ranging from $0.26 - $0.52 per share for cash (in Shares) | 220,095 | |||
Issuance of common stock for conversion of promissory notes, plus accrued interest | 1,630 | 829,627 | 831,257 | |
Issuance of common stock for conversion of promissory notes, plus accrued interest (in Shares) | 1,630,104 | |||
Issuance of common stock for cashless exercise of warrants | 924 | -924 | ||
Issuance of common stock for cashless exercise of warrants (in Shares) | 924,218 | |||
Stock compensation cost | 385,408 | 385,408 | ||
Net loss | -3,814,926 | -3,814,926 | ||
Balance at Dec. 31, 2013 | 8,203 | 12,491,515 | -15,947,107 | -3,447,389 |
Balance (in Shares) at Dec. 31, 2013 | 8,203,472 | 8,203,472 | ||
Issuance of common stock for conversion of promissory notes, plus accrued interest | 5,192 | 12,767,970 | 12,773,162 | |
Issuance of common stock for conversion of promissory notes, plus accrued interest (in Shares) | 5,192,399 | |||
Issuance of common stock for cashless exercise of stock options | 75 | -75 | ||
Issuance of common stock for cashless exercise of stock options (in Shares) | 75,049 | |||
Issuance of common stock for cashless exercise of warrants | 62 | -62 | ||
Issuance of common stock for cashless exercise of warrants (in Shares) | 62,217 | |||
Issuance of restricted common stock for services | 385 | 179,615 | 180,000 | |
Issuance of restricted common stock for services (in Shares) | 384,615 | |||
Issuance of common stock for services | 31 | 122,244 | 122,275 | |
Issuance of common stock for services (in Shares) | 31,193 | |||
Issuance of common stock for commitment fee | 68 | 26,182 | 26,250 | |
Issuance of common stock for commitment fee (in Shares) | 67,308 | |||
Beneficial conversion feature | 1,750,000 | 1,750,000 | ||
Fair value of exchanged convertible notes | 15,183,572 | 15,183,572 | ||
Stock compensation cost | 244,628 | 244,628 | ||
Net loss | -24,872,328 | -24,872,328 | ||
Balance at Dec. 31, 2014 | $14,016 | $42,765,589 | ($40,819,435) | $1,960,170 |
Balance (in Shares) at Dec. 31, 2014 | 14,016,252 | 14,016,252 |
STATEMENTS_OF_STOCKHOLDERS_DEF1
STATEMENTS OF STOCKHOLDERS' DEFICIT (Parentheticals) (Additional Paid-in Capital [Member], USD $) | Dec. 31, 2013 |
Minimum [Member] | |
Issuance of common stock at | $0.26 |
Maximum [Member] | |
Issuance of common stock at | $0.52 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($24,872,328) | ($3,814,926) |
Adjustments to reconcile net loss to net cash (used) in operating activities | ||
Depreciation and amortization | 10,234 | 1,847 |
Stock Compensation Cost | 424,628 | 385,408 |
Common stock issued for services | 75,615 | 0 |
Loss on change in derivative liability | 20,770,490 | 2,068,886 |
Amortization of debt discount and OID recognized as interest | 4,014,018 | 672,155 |
(Gain)/loss on settlement of debt | 186,636 | -60,908 |
Impairment of patents | 23,161 | 0 |
Common stock issued for commitment fees | 26,250 | 0 |
(Increase) Decrease in: | ||
Accounts receivable | -1,456,896 | 0 |
Inventory | -22,947 | 0 |
Prepaid expenses | -270,769 | -1,154 |
Cost in excess of billings | -1,137,151 | 0 |
Other receivable | 38,561 | 0 |
Other asset | -12,500 | -2,000 |
Increase (Decrease) in: | ||
Accounts payable | 973,254 | 6,211 |
Accrued expenses | 16,335 | 53,587 |
Billings in excess of cost | 666,345 | 0 |
Other liabilities | 137,780 | 0 |
NET CASH USED IN OPERATING ACTIVITIES | -409,284 | -690,894 |
NET CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Cash paid for acquisition, net of cash received | -571,689 | 0 |
Purchase of property and equipment | -80,326 | -4,160 |
Expenditures for intangible assets | 0 | -23,161 |
NET CASH USED IN INVESTING ACTIVITIES | -652,015 | -27,321 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible promissory notes | 1,465,000 | 652,500 |
Proceeds from issuance of common stock and subscription payable | 0 | 42,500 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,465,000 | 695,000 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 403,701 | -23,215 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 10,422 | 33,637 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 414,123 | 10,422 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 0 | 0 |
Income taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Convertible promissory notes issued for acquisition | 1,750,000 | 0 |
Fair value of exchanged convertible notes | 15,183,572 | 0 |
Stock Issued for Conversion of Debt [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Non-Cash Transaction, Stock Issued | 12,773,162 | 384,479 |
Stock Issued for Cashless Exercise of Stock Options [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Non-Cash Transaction, Stock Issued | 75 | 0 |
Stock Issued for Cashless Conversion of Warrants [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS | ||
Non-Cash Transaction, Stock Issued | $62 | $924 |
1_ORGANIZATION_AND_LINE_OF_BUS
1. ORGANIZATION AND LINE OF BUSINESS | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. ORGANIZATION AND LINE OF BUSINESS |
Organization | |
Solar3D, Inc. (the "Company") was incorporated in the state of Delaware on January 30, 2002. The Company, based in Santa Barbara, California, began operations on January 30, 2002. We were originally formed in January 2002 as MachineTalker, Inc. in order to pursue the development of new wireless process control technology. In September 2010, we shifted our engineering and research focus to developing a new means for generating solar-produced electrical power, which we plan to patent and perfect for use in the manufacture of highly efficient solar cells. In July 2010, we changed our company name to Solar3D, Inc. in order to better reflect our new business plan. | |
Line of Business | |
The Company is developing and marketing a new three-dimensional version of solar cell technology in order to maximize the conversion of sunlight into electricity. Conventional solar cells reflect a significant amount of incident sunlight losing much of the solar energy that could have been utilized to produce additional electrical power. Inspired by light management techniques used in fiber optic devices, Solar3D is designing a new type of solar cell, one that utilizes a three-dimensional design to trap sunlight inside the photovoltaic structure where it is reflected multiple times until much more of the energy is absorbed into the solar cell material. We have applied for patent protection on what we believe to be a breakthrough design for the next generation in solar cell technology with increased efficiency and resulting in a lower cost per watt of electricity produced. Also, through the acquisitions of Solar United Network, Inc. (SUNworks), and MD Energy, LLC, the Company provides solar photovoltaic installation and consulting services to residential, commercial, and agricultural properties. The work is preformed under fixed price bid contracts, cost-plus contracts and negotiated price contracts. The Company currently performs all of its work in California, but has opened an office in Reno, Nevada in 2015. | |
2_SUMMARY_OF_SIGNIFICANT_ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
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. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The accompanying consolidated financial statements include the accounts of Solar3D, Inc., and its wholly owned operating subsidiary, Solar United Network, Inc. (d/b/a SUNworks). All material intercompany transactions have been eliminated upon consolidation of these entities. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, debt beneficial conversion features, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (“ASC 605-35”). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. The Asset, “Costs and estimated earnings in excess of billings”, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, “Billings in excess of costs and estimated earnings”, represents billings in excess of revenues recognized on contracts in progress. At December 31, 2014 and 2013, the costs in excess of billings balance was $1,276,677 and $0, and the billings in excess of costs balance was $891,633 and $0, respectively. | |||||||||||||||||
Contract Receivable | |||||||||||||||||
The Company performs ongoing credit evaluation of its customers. Management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information, and records bad debts using the direct write-off method. Generally accepted accounting principles require the allowance method be used to reflect bad debts, however, the effect of the use of the direct write-off method is not materially different from the results that would have been obtained had the allowance method been followed. Accounts receivable are presented net of an allowance for doubtful accounts of $0 at December 31, 2014, and 2013. | |||||||||||||||||
Cash and Cash Equivalent | |||||||||||||||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment are stated at cost, and are depreciated using the straight line method over its estimated useful lives: | |||||||||||||||||
Machinery & equipment | 5 Years | ||||||||||||||||
Furniture & fixtures | 5-7 Years | ||||||||||||||||
Computer equipment | 5 Years | ||||||||||||||||
Depreciation expense as of December 31, 2014 and 2013 was $10,234 and $1,847 respectively. | |||||||||||||||||
Concentration Risk | |||||||||||||||||
Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. At December 31, 2014 and 2013, there were approximately $93,000 and 0 in cash balances over the federal insurance limit. | |||||||||||||||||
Inventory | |||||||||||||||||
Inventory is valued at the lower of cost or market and is determined by the first-in, first-out method. | |||||||||||||||||
Advertising and Marketing | |||||||||||||||||
The Company expenses advertising and marketing costs as incurred. Advertising and marketing costs include printed material, direct mail, radio, telemarketing, tradeshow costs, magazine and catalog advertisement. Advertising and marketing costs for the years ended December 31, 2014 and 2013 were $637,114 and $265, respectively. | |||||||||||||||||
Research and Development Costs | |||||||||||||||||
Research and development costs are expensed as incurred. These costs consist primarily of consulting fees, salaries and direct payroll related costs. The costs for the years ended December 31, 2014 and 2013 were $112,518 and $108,565, respectively. | |||||||||||||||||
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 December 31, 2014 and 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”) 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 December 31, 2014: | |||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Liabilities | |||||||||||||||||
Derivative liability | 68,521 | - | - | 68,521 | |||||||||||||
Total liabilities measured at fair value | $ | 68,521 | $ | - | $ | - | $ | 68,521 | |||||||||
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 December 31, 2013: | |||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Liabilities | |||||||||||||||||
Derivative liability | 2,822,430 | - | - | 2,822,430 | |||||||||||||
Total liabilities measured at fair value | $ | 2,822,430 | $ | - | $ | - | $ | 2,822,430 | |||||||||
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: | |||||||||||||||||
Beginning balance as of January 1, 2014 | $ | 2,822,430 | |||||||||||||||
Fair value on issuance of debt | 1,465,048 | ||||||||||||||||
Change on settlement of debt | (24,989,397 | ) | |||||||||||||||
Loss on change in derivative liability | 20,770,440 | ||||||||||||||||
Ending balance as of December 31, 2014 | $ | 68,521 | |||||||||||||||
We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion features within certain convertible promissory notes 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. During the years ended December 31, 2014 and 2013, the significant assumptions used in the Black Scholes valuation of the derivative are as follows: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock Price on valuation dates | $ | 1.66 - $2.60 | $ | 0.26 -$.75 | |||||||||||||
Conversion price for the debt | $ | 0.34 - $1.30 | $ | 0.10-$1.01 | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Years to maturity | 6 months - 1 year | 6 months - 2 years | |||||||||||||||
Risk free rate | .03% - .13 | % | .02% - .34 | % | |||||||||||||
Expected volatility | 54.43% - 256.72 | % | 30.45% - 272.98 | % | |||||||||||||
Stock-Based Compensation | |||||||||||||||||
Share based payments apply 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. | |||||||||||||||||
Basic and Diluted Net Income (Loss) per Share Calculations | |||||||||||||||||
Income (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. The shares for employee options, warrants and convertible notes were used in the calculation of the income (loss) per share. | |||||||||||||||||
As of December 31, 2014, potentially dilutive securities have been excluded from the computations of weighted average shares outstanding including 957,266 stock options, 700,000 restricted stock grants and shares underlying convertible notes. | |||||||||||||||||
As of December 31, 2013, potentially dilutive securities have been excluded from the computations of weighted average shares outstanding including 961,539 stock options, 115,385 warrants, 769,230 restricted stock grants and shares underlying convertible notes. | |||||||||||||||||
Income Taxes | |||||||||||||||||
The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. | |||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||
The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is expected to have an immaterial impact on the Company’s consolidated financial statements. | |||||||||||||||||
On June 19, 2014, the Company adopted the amendment to (Topic 718) Stock Compensation: Accounting for Share-Based Payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The amendment for accounting for share based payments, when an award provides that a performance target that affects vesting could be achieved after an employee completes the requisite service period shall be accounted for as a performance condition. The performance target shall not be reflected in estimating the fair value of the award at the grant date, and compensation cost shall be recognized in the period in which it becomes probable that the performance target will be achieved and will represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost shall be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period shall reflect the number of awards that are expected to vest and shall be adjusted to reflect the awards that ultimately vest. The Company does not believe the accounting standards currently adopted will have a material effect on the accompanying condensed financial statements. | |||||||||||||||||
There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows. | |||||||||||||||||
3_BUSINESS_ACQUISITION
3. BUSINESS ACQUISITION | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 3. BUSINESS ACQUISITION | ||||||||
On January 31, 2014, the Company acquired 100% of the total issued and outstanding stock of Solar United Network, Inc. (SUNworks) in a transaction accounted for under ASC 805, for cash in the amount of $1,061,750, and convertible promissory notes for $1,750,000. SUNworks provides solar photovoltaic installation and consulting services to residential, commercial and agricultural properties. The acquisition is designed to enhance our services for solar technology. SUNworks is now a wholly-owned subsidiary of SLTD. | |||||||||
Under the purchase method of accounting, the transactions were valued for accounting purposes at $2,811,750, which was the fair value of the Company at time of acquisition. The assets and liabilities of SUNworks were recorded at their respective fair values as of the date of acquisition. Since the Company determined there were no other separately identifiable intangible assets, any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: | |||||||||
Closing cash payment | $ | 1,061,750 | |||||||
Convertible promissory notes | $ | 1,750,000 | |||||||
Total purchase price | $ | 2,811,750 | |||||||
Tangible assets acquired | $ | 1,252,496 | |||||||
Liabilities assumed | (1,040,014 | ) | |||||||
Net tangible assets | 212,482 | ||||||||
Goodwill | 2,599,268 | ||||||||
Total purchase price | $ | 2,811,750 | |||||||
Key factors that make up the goodwill created by the transaction include knowledge and experience of the acquired workforce and infrastructure. | |||||||||
Pro forma results | |||||||||
The following tables set forth the unaudited pro forma results of the Company as if the acquisition of SUNworks had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. | |||||||||
Year ended, | Year ended, | ||||||||
2014 | 2013 | ||||||||
Total revenues | $ | 20,740,081 | $ | 8,552,975 | |||||
Net loss | (24,929,346 | ) | (3,128,958 | ) | |||||
Basic and diluted net loss per common share | $ | (2.15 | ) | ( 0.48 | ) | ||||
4_PROPERTY_AND_EQUIPMENT_NET
4. PROPERTY AND EQUIPMENT, NET | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment Disclosure [Text Block] | 4. PROPERTY AND EQUIPMENT, NET | ||||||||
Property and equipment is summarized as follows at December 31, 2014 and 2013: | |||||||||
2014 | 2013 | ||||||||
Leasehold improvements | $ | 20,010 | $ | - | |||||
Vehicles | 25,750 | - | |||||||
Office equipment & furniture | 41,471 | 4,670 | |||||||
Computers and software | 80,182 | 75,035 | |||||||
167,413 | 79,705 | ||||||||
Less accumulated depreciation | (83,205 | ) | (72,971 | ) | |||||
$ | 84,208 | $ | 6,734 | ||||||
Depreciation expense for the years ended December 31, 2014 and 2013 was $10,234 and $1,847, respectively. | |||||||||
5_ACCOUNTS_PAYABLE_AND_ACCRUED
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||||||||
Accounts payable and accrued liabilities at December 31, 2014 and 2013 are as follows: | |||||||||
2014 | 2013 | ||||||||
Trade payables | $ | 1,499,895 | $ | 73,791 | |||||
Accrued payroll and commissions | 294,653 | - | |||||||
Accrued expenses | 176,400 | 82,950 | |||||||
Total | $ | 1,970,948 | $ | 156,741 | |||||
6_ACQUISITION_CONVERTIBLE_PROM
6. ACQUISITION CONVERTIBLE PROMISSORY NOTE | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 6. ACQUISITION CONVERTIBLE PROMISSORY NOTE |
On January 31, 2014, the Company entered into a securities purchase agreement providing for the sale of four 4% convertible promissory notes in the aggregate principal amount of $1,750,000 as part of the consideration to acquire 100% of the total outstanding stock of SUN. The notes are convertible at any time after issuance into shares of fully paid and non-assessable shares of common stock. The conversion price is $0.52 per share until March 30, 2015, and thereafter the conversion price will be the greater of $0.52 or 50% of the average closing price of the common stock during the ten (10) consecutive trading days following the submission of the conversion notice. The Notes are five (5) year notes and bear interest at the rate of 4% per annum. | |
In February and March 2014, $625,000 of the notes was converted into 1,201,923 shares of common stock, leaving a remaining balance of $1,125,000 and accrued interest of $11,770 as of December 31, 2014. The Company recorded amortization of the beneficial conversion feature as interest expense in the amount of $1,271,277, during the year ended December 31, 2014. | |
We evaluated the financing transactions in accordance with ASC Topic 470, Debt with Conversion and Other Options, and determined that the conversion feature of the convertible promissory note was afforded the exemption for conventional convertible instruments due to its fixed conversion rate. The note has an explicit limit on the number of shares issuable so they did meet the conditions set forth in current accounting standards for equity classification. The debt was issued with non-detachable conversion options that are beneficial to the investors at inception, because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The accounting for the beneficial conversion feature requires that the beneficial conversion feature be recognized by allocating the intrinsic value of the conversion option to additional paid-in-capital, resulting in a discount on the convertible notes, which will be amortized and recognized as interest expense. | |
7_CONVERTIBLE_PROMISSORY_NOTES
7. CONVERTIBLE PROMISSORY NOTES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt Disclosure [Text Block] | 7. CONVERTIBLE PROMISSORY NOTES | ||||||||
Convertible promissory note at December 31, 2014 and 2013 are as follows: | |||||||||
2014 | 2013 | ||||||||
Convertible promissory notes payable | $ | 888,000 | $ | 719,417 | |||||
Less, debt discount | (627 | ) | (204,020 | ) | |||||
Convertible promissory notes payable, net | $ | 887,373 | $ | 515,397 | |||||
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. There was $55,833 outstanding on the note, plus accrued interest of $1,396 as of December 31, 2013. During the year ended December 31, 2014, the lender converted in full the principal in the amount of $50,000, original issue discount of $5,833, plus accrued interest of $2,792 for 93,919 shares of common stock. During the year ended December 31, 2014, the debt discount was amortized and recorded as interest expense in the amount of $28,541. | |||||||||
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. Advances were paid in amounts at the lender’s discretion. The Company received advances for an aggregate sum of $100,000, and had a remaining balance of $65,000 as of December 31, 2013. The remaining principal of $65,000 and accrued interest of $7,307 was converted into 278,102 shares of common stock of the Company during the year ended December 31, 2014. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $1,233 at December 31, 2014. | |||||||||
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. On February 13, 2014, the lender converted the note, plus accrued interest of $13,450 into 327,629 shares of common stock of the Company. | |||||||||
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. The Company received an aggregate of $85,000 in advances on the note during the year ended December 31, 2013. On March 6, 2014, the lender converted the note in full for 227,864 shares of common stock of the Company for principal in the amount of $85,000, plus accrued interest of $7,829. | |||||||||
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 $0.52 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. During the year ended December 31, 2014, debt discount was amortized, and recorded as interest expense in the amount of $3,813. | |||||||||
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 $20,000. The advance amounts received are at the lender’s discretion. The Company received additional advances for a sum of $73,000 on various dates. On April 16, 2014, the Company issued 201,290 shares of common stock for principal in the amount of $63,000, plus interest for $5,036. On November 12, 2014, the Company issued 99,506 shares of common stock for the remaining principal in the amount of $30,000, plus interest of $3,633. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $12,472 during the year ended December 31, 2014. | |||||||||
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 was converted in full during the month of February 2014 into 31,611 shares of common stock of the Company for principal of $42,500, plus accrued interest of $1,700. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $18,662 during the year ended December 31, 2014. | |||||||||
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 note was converted on March 21, 2014 into 114,190 shares of common stock of the Company for principal of $20,000, plus accrued interest of $1,079. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $6,111 during the year ended December 31, 2014. | |||||||||
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 note was converted on February 26, 2014 into 62,130 shares of common stock of the Company for principal of $20,000, plus accrued interest of $1,000. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $6,333 during the year ended December 31, 2014. | |||||||||
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 note was converted on March 9, 2014 into 113,745 shares of common stock of the Company for principal of $20,000, plus accrued interest of $997. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $7,444 during the year ended December 31, 2014. | |||||||||
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 note was converted on March 19, 2014 into 113,759 shares of common stock of the Company for principal of $20,000, plus accrued interest of $1,000. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $8,556 during the year ended December 31, 2014. | |||||||||
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. On October 10, 2013, the lender advanced an additional $14,000 for a total aggregate of $81,000. The advances received were at the lender’s discretion. On May 29, 2014, the note was converted in full into 255,735 shares of common stock for the principal of $81,000, plus interest of $5,438. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $38,144 during the year ended December 31, 2014. | |||||||||
On October 8, 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. During the month of April 2014, the note was converted into 39,431 shares of common stock for principal in the amount of $32,500, plus interest of $1,300. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $23,249 during the year ended December, 2014. | |||||||||
On November 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 $44,000. The Company received additional advances in the aggregate amount of $40,000, for a total aggregate of $84,000. The advance amounts received were at the lender’s discretion. On November 19, 2014, the Company issued 271,417 upon conversion of principal in the amount of $84,000, plus interest of $7,739. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $73,222 during the year ended December 31, 2014. | |||||||||
On January 29, 2014, 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 $90,000. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.338 per share, or fifty percent (50%) of the lowest trading price after the effective date. The note matured nine (9) months from the effective date of the advance and was subsequently extended to mature on June 30, 2016. As of September 30, 2014, the note was exchanged for a new note with a fixed conversion price of $0.338, and convertible into shares of common stock. Per ASC 815, the derivative liability on the note was extinguished and the new note was re-valued per ASC 470 as a beneficial conversion feature, which was expensed in the statement of operations. On December 4, 2014, the Company issued 192,543 shares of common stock upon conversion of $60,000 in principal, plus interest of $5,079. As of December 31, 2014, the remaining note balance is $30,000 with accrued interest of $11,784. The Company recorded amortization of debt discount on the old and revised terms, which was recognized as interest expense in the amount of $171,333 during the year ended December 31, 2014. | |||||||||
On January 31, 2014, 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 $500,000, for consideration of $500,000. The proceeds were restricted and were used for the purchase of SUNworks. During the year ended December 31, 2014, the Company issued 1,567,606 shares of common stock upon conversion of $500,000 in principal, plus $29,851 in accrued interest. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $500,000 during the year ended December 31, 2014. | |||||||||
On January 31, 2014, 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 $750,000, for consideration of $750,000. The proceeds were restricted and were used for the purchase of SUNworks. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. As of September 30, 2014, the note was exchanged for a new note with a fix price of $0.338, and convertible into shares of common stock. Per ASC 815, the derivative liability on the note was extinguished and the new note was re-valued per ASC 470 as a beneficial conversion feature, which was expensed in the statement of operations. The note originally matured on October 28, 2014, but was extended to June 30, 2016. The Company recorded amortization of debt discount for the old and new note, which was recognized as interest expense in the total amount of $1,500,000 during the year ended December 31, 2014. As of December 31, 2014 there is $750,000 outstanding on the note along with accrued interest of $68,836. | |||||||||
On February 11, 2014, 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. In February and March, the Company received additional advances in an aggregate amount of $80,000 for an aggregate total of $100,000. The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. As of September 30, 2014, the note was exchanged for a new note with a fixed price of $0.338, and convertible into shares of common stock. Per ASC 815, the derivative liability on the note was extinguished and the new note was re-valued per ASC 470 as a beneficial conversion feature. The note matured on various dates from the effective date of each advance with respect to each advance. At the sole discretion of the lender, the lender may modify the maturity date to be twelve (12) months form the effective date. The note was extended to mature on June 30, 2016. The Company recorded amortization of debt discount for the old and new note, which was recognized as interest expense in the amount of $200,000 during the year ended December 31, 2014. As of December 31, 2014, there is $100,000 outstanding on the note along with $8,718 in accrued interest. | |||||||||
8_CAPITAL_STOCK
8. CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 8. CAPITAL STOCK |
Reverse Stock Split | |
On February 25, 2015, the Company effected a 26:1 reverse stock split on its shares of common stock. All share and per share dollar amounts have been retrospectively revised to reflect the twenty six-for-one (26:1) reverse stock split. | |
Twelve months ended December 31, 2014 | |
During the year ended December 31, 2014, the Company issued 5,192,399 shares of common stock at prices per share ranging from $0.338 to $2.60 for conversion of principal for convertible promissory notes in the amount of $1,921,417, plus accrued interest payable of $95,231, and recognized a loss on change in derivative of $10,756,512. | |
During the year ended December 31, 2014, the Company issued 62,217 shares of common stock at fair value for a cashless exercise of 76,923 common stock purchase warrants. | |
During the year ended December 31, 2014, the Company issued 75,049 shares of common stock for the cashless exercise of 81,197 stock options. | |
During the year ended December 31, 2014, the Company issued 384,615 shares of common stock valued at $180,000 in conversion of restricted common stock for services. | |
During the year ended December 31, 2014, the Company issued 28,846 shares of common stock valued at $112,275 for settlement of accrued expenses for services in the amount of $46,660. | |
During the year ended December 31, 2014, the Company issued 2,347 shares of common stock for services in the amount of $10,000. | |
During the year ended December 31, 2014, the Company issued 67,308 shares of common stock with a fair value of $26,250 for a price adjustment for the shares issued to investors. | |
Twelve months ended December 31, 2013 | |
During the year ended December 31, 2013, the Company issued 220,095 shares of common stock at prices per share ranging from $0.26 to $0.52 for cash in the amount of $42,500. | |
During the year ended December 31, 2013, the Company issued 1,630,104 shares of common stock at fair value prices between $0.104 and $1.014 for the conversion of promissory notes in the principal amount of $307,083, plus accrued interest of $16,488, and recognized a loss on change in derivative of $507,686. | |
During the year ended December 31, 2013, an investor exercised 1,345,311 common stock purchase warrants for 924,218 shares of common stock through a cashless exercise at fair value. Also, the Company issued 99,903 for a price adjustment for the shares issued for cash. | |
9_STOCK_OPTIONS_RESTRICTED_STO
9. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 9. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS | ||||||||||||||||
Stock Options | |||||||||||||||||
As of December 31, 2014, the Board of Directors of the Company granted non-qualified stock options for 76,924 shares of common stock to its employees, directors and consultants, as agreements may provide. Notwithstanding any other provisions of the option agreements, each option expires on the date specified in the option agreements, which date shall not be later than the seventh (7th) anniversary from the grant date of the options. The stock options vest at various times, and are exercisable for a period of seven years from the date of grant at an exercise price of $4.42 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: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk free interest rate | 2.02 | % | 1.16 | % | |||||||||||||
Stock volatility factor | 219 | % | 153 | % | |||||||||||||
Weighted average expected option life | 7 years | 7 years | |||||||||||||||
Expected dividend yield | None | None | |||||||||||||||
A summary of the Company’s stock option activity and related information follows: | |||||||||||||||||
12/31/14 | 12/31/13 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Number | average | Number | average | ||||||||||||||
of | exercise | of | exercise | ||||||||||||||
Options | price | Options | price | ||||||||||||||
Outstanding, beginning of period | 961,539 | $ | 1.04 | 884,615 | $ | 1.04 | |||||||||||
Granted | 76,924 | 4.42 | 76,924 | 0.52 | |||||||||||||
Exercised | (81,197 | ) | 0.69 | - | - | ||||||||||||
Expired | - | - | - | - | |||||||||||||
Outstanding, end of period | 957,266 | $ | 0.85 | 961,539 | $ | 1.04 | |||||||||||
Exercisable at the end of period | 808,761 | $ | 1.03 | 759,616 | $ | 1.04 | |||||||||||
Weighted average fair value of options granted during the period | $ | 4.42 | $ | 0.52 | |||||||||||||
The following summarizes the options to purchase shares of the Company’s common stock which were outstanding at December 31, 2014: | |||||||||||||||||
Weighted | |||||||||||||||||
Average | |||||||||||||||||
Remaining | |||||||||||||||||
Exercisable | Stock Options | Stock Options | Contractual | ||||||||||||||
Prices | Outstanding | Exercisable | Life (years) | ||||||||||||||
$ | 1.3 | 576,923 | 576,923 | 2.59 | |||||||||||||
$ | 0.26 | 192,308 | 186,966 | 4.01 | |||||||||||||
$ | 0.26 | 57,693 | 32,052 | 4.67 | |||||||||||||
$ | 0.468 | 53,419 | 10,684 | 5.73 | |||||||||||||
$ | 4.42 | 76,923 | 2,136 | 3.72 | |||||||||||||
957,266 | 808,761 | ||||||||||||||||
Aggregate intrinsic value of options outstanding and exercisable at December 31, 2014 and 2013 was $3,436,925 and $17,693, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $4.60 and $0.75 as of December 31, 2014 and 2013, respectively, and the exercise price multiplied by the number of options outstanding. | |||||||||||||||||
Restricted Stock | |||||||||||||||||
Restricted Shares to CEO | |||||||||||||||||
During the year ended December 31, 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 based shares. The RSGA provides for the issuance of up to 769,230 shares of the Company’s common stock to the CEO provided certain milestones are met in certain stages. As of December 31, 2014, two of the stages were met, when the Company’s market capitalization exceeded $10,000,000, and the consolidated gross revenue, calculated in accordance with GAAP, equaled or exceeded $10,000,000 for the trailing twelve month period. The Company issued 384,615 shares of common stock to the CEO, which had a fair value of $180,000 and recognized as stock compensation expense during the year ended December 31, 2014. The remaining milestone is as follows, 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 384,615 shares of the Company’s common stock. The Company has not recognized any cost associated with the last milestone as we are unable to estimate the probability of it being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. | |||||||||||||||||
Restricted Shares to Shareholders | |||||||||||||||||
During the year ended December 31, 2014, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with the Shareholders of SUNworks, for the economic performance of the Company. All shares issuable under the RSGA are performance based shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 276,923 shares of the Company’s common stock to the Shareholders provided certain milestones are met in certain stages: a) If the Company’s aggregate net income from operations, for the trailing four (4) quarters equals or exceeds $2,000,000, the Company will issue 92,308 shares of common stock; b) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $3,000,000, the Company will issued 92,308 shares of common stock; c) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $4,000,000, the Company will issue 92,307 shares of common stock. Based on the probability that the Company will reach the $2,000,000 in aggregate income for the four (4) trailing quarters, the Company recognized $100,000 in stock compensation expense. The Company has not recognized any cost associated with the last two milestones as we are unable able to estimate the probability of it being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. | |||||||||||||||||
Restricted Shares to Employees | |||||||||||||||||
During the year ended December 31, 2014, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with the Employees of SUNworks, for the economic performance of the Company. All shares issuable under the RSGA are performance based shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 38,462 shares of the Company’s common stock to the Shareholders provided certain milestones are met in certain stages: a) If the Company’s aggregate net income from operations, for the trailing four (4) quarters equals or exceeds $2,000,000, the Company will issue 12,821 shares of common stock; b) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $3,000,000, the Company will issued 12,821 shares of common stock; c) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $4,000,000, the Company will issue 12,820 shares of common stock. Based on the probability that the Company will reach the $2,000,000 in aggregate income for the four (4) trailing quarters, the Company recognized $33,333 in stock compensation expense. The Company has not recognized any cost associated with the last two milestones as we are unable to estimate the probability of it being achieved. 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 years ended December 31, 2014 and 2013 is $424,628 and $385,408 respectively. | |||||||||||||||||
Warrants | |||||||||||||||||
A summary of the Company’s warrant activity and related information follows: | |||||||||||||||||
12/31/14 | 12/31/13 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Number | average | Number | average | ||||||||||||||
of | exercise | of | exercise | ||||||||||||||
Warrants | price | Warrants | price | ||||||||||||||
Outstanding, beginning of period | 115,385 | $ | 0.91 | 1,460,696 | $ | 1.04 | |||||||||||
Granted | - | - | - | - | |||||||||||||
Exercised | (76,923 | ) | 0.39 | (1,345,311 | ) | (1.04 | ) | ||||||||||
Expired | (38,462 | ) | 1.95 | - | - | ||||||||||||
Outstanding, end of period | - | $ | - | 115,385 | $ | 0.91 | |||||||||||
Exercisable at the end of period | - | $ | - | 115,385 | $ | 0.91 | |||||||||||
Weighted average fair value of options granted during the period | $ | 0 | $ | 0 | |||||||||||||
10_INCOME_TAXES
10. INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Disclosure [Text Block] | 10. INCOME TAXES | ||||||||
The Company files income tax returns in the U.S. federal jurisdiction and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2012. | |||||||||
Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain. Included in the balances at December 31, 2014 and 2013, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. | |||||||||
The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, 2014 and 2013, the Company did not recognize interest and penalties. | |||||||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the year ended December 31, 2014 and 2013 due to the following: | |||||||||
2014 | 2013 | ||||||||
Net loss | $ | (9,972,626 | ) | $ | (1,526,000 | ) | |||
Depreciation and amortization | (112,029 | ) | (200 | ) | |||||
Stock Compensation Expense | 168,153 | 154,200 | |||||||
Loss on Derivative | 8,225,114 | 827,600 | |||||||
Amortization of Debt Discount | 1,589,551 | 268,900 | |||||||
Gain/Loss on Settlement of Debt | 73,908 | (24,400 | ) | ||||||
Research and development costs | 4,000 | 4,000 | |||||||
Acquisition change in tax method | (62,902 | ) | - | ||||||
Other | 5,222 | 600 | |||||||
Valuation Allowance | 81,609 | 295,300 | |||||||
Income tax expense | $ | - | $ | - | |||||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||||
At December 31, 2014, the Company had net operating loss carry-forwards of approximately $7 million that may be offset against future taxable income from the year 2014 through 2034. No tax benefit has been reported in the December 2014 financial statements, since the potential tax benefit is offset by a valuation allowance of the same amount. | |||||||||
Net deferred tax liabilities consist of the following components as of December 31, 2014 and 2013: | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
NOL carryover | $ | 2,754,203 | $ | 2,732,500 | |||||
R&D carryover | 167,000 | 163,600 | |||||||
Other | 21,017 | 17,200 | |||||||
Deferred tax liabilities: | |||||||||
Depreciation | (112,029 | ) | (1,500 | ) | |||||
2,830,191 | 2,911,800 | ||||||||
Less valuation allowance | (2,830,191 | ) | (2,911,800 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years. | |||||||||
11_COMMITMENTS_AND_CONTINGENCI
11. COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies Disclosure [Text Block] | 11. COMMITMENTS AND CONTINGENCIES | ||||
Solar3D leases 850 square feet of office space in Santa Barbara, California, for $1,700 per month. Our lease expires in September 2015. | |||||
SUNworks leases 19,140 square feet of mixed used space consisting of office and warehouse facilities in Roseville, California, at a monthly lease rate of $10,250. The lease expires in September 2019. | |||||
SUNworks leases 2340 square feet of mixed used space consisting of office and warehouse facilities in Reno, Nevada at monthly lease rate of $1,872. The lease expires in January 2016. | |||||
SUNworks leases various vehicles to perform installations and other purposes on a 36-month terms with lease payments ranging from $343 to $836 monthly. | |||||
At December 31, 2014, commitments for minimum property rental and vehicle payments were as follows: | |||||
For the twelve months ended: | |||||
2015 | $ | 260,961 | |||
2016 | 242,072 | ||||
2017 | 207,354 | ||||
2018 | 178,125 | ||||
2019 | 139,500 | ||||
Total | $ | 1,028,012 | |||
12_MAJOR_CUSTOMERSUPPLIER
12. MAJOR CUSTOMER/SUPPLIER | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Risks and Uncertainties [Abstract] | |||||
Concentration Risk Disclosure [Text Block] | 12. MAJOR CUSTOMER/SUPPLIER | ||||
For the year ended December 31, 2014 we had no customers that represented more than 10% of Sales. | |||||
For the year ended December 31, 2014 the following suppliers represented more than 10% of direct material costs: | |||||
Wesco Distribution | 14.2 | % | |||
SunPower | 10.1 | % | |||
13_SUBSEQUENT_EVENTS
13. SUBSEQUENT EVENTS | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Subsequent Events [Abstract] | |||||||||
Subsequent Events [Text Block] | 13. SUBSEQUENT EVENTS | ||||||||
During the month of January 2015, the Company issued 2,291 shares of common stock for services in the amount of $10,000. | |||||||||
On January 6, 2015, the Company issued 192,308 shares of common stock upon partial conversion of convertible note in the amount of $100,000 in principal. | |||||||||
On January 26, 2015, the Company issued 11,538 shares of common stock for the price protection on shares purchased for cash. | |||||||||
On February 4, 2015, the Company issued 97,634 shares of common stock upon conversion of convertible note in the amount of $30,000 in principal and $3,000 in interest. | |||||||||
On February 5, 2015, the Company issued 336,539 shares of common stock upon conversion of convertible note in the amount of $175,000 in principal. | |||||||||
During the month of February 2015, the Company issued 42,717 shares of common stock for services. | |||||||||
During the month of February 2015, the Company issued 3,004 shares of common stock in order to round up partial shares as part of the twenty-sic for one (26:1) reverse stock split. | |||||||||
March 2, 2015, the Company acquired 100% of the tangible and intangible assets of MD Energy, LLC (MDE) in a transaction accounted for under ASC 805, for cash in the amount of $850,000, and a convertible promissory note for $2,650,000. MDE designs, arranges financing, monitors and maintains solar systems, but outsources the physical construction of the systems. The acquisition is designed to enhance our services for solar technology. MDE is now a wholly-owned subsidiary of SLTD. | |||||||||
The following table includes the unaudited pro forma financial results for the years ended December 31, 2014 and 2013, which give effect to the acquisition as if it had occurred on January 1, 2013: | |||||||||
2014 | 2013 | ||||||||
Net revenues | $ | 27,363,829 | $ | 350,465 | |||||
Net loss | (24,070,121 | ) | (3,923,987 | ) | |||||
Net (loss) income per common share: | |||||||||
Basic and diluted | $ | (2.08 | ) | $ | (0.61 | ) | |||
Weighted shares outstanding: | |||||||||
Basic and diluted | 11,589,412 | 6,484,763 | |||||||
The above pro forma results do not necessarily represent the results of operations that would have been achieved if the MDE transaction had taken place on January 1, 2013, nor are they indicative of the results of operations for future periods. | |||||||||
On March 3, 2015, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen & Company, LLC (the “Underwriter”), relating to the sale and issuance by the Company of 3,000,000 Units (the “Units”) to the Underwriter in a firm commitment underwritten public offering (the “Offering”). Each Unit consists of one share of the Company’s common stock and a warrant to purchase one share of the Company’s common stock (the “Warrants”). The shares of common stock and Warrants were immediately separable and were issued separately but sold together in the Offering. The Warrants are exercisable during the period commencing from the date of issuance and ending on March 9, 2020 at an exercise price of $4.15 per share of common stock (subject to adjustment under certain circumstances). Total proceeds of the Solar3D offering were $12.45 million and the Company received net cash of approximately $11.6 million after deducting the Cowen & Company fees and expenses. Other expenses associated with the offering are expected to be approximately $300,000. | |||||||||
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Consolidation, Policy [Policy Text Block] | Principles of Consolidation | ||||||||||||||||
The accompanying consolidated financial statements include the accounts of Solar3D, Inc., and its wholly owned operating subsidiary, Solar United Network, Inc. (d/b/a SUNworks). All material intercompany transactions have been eliminated upon consolidation of these entities. | |||||||||||||||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | ||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, debt beneficial conversion features, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. | |||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | ||||||||||||||||
Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35, Accounting for Performance of Construction-Type and Certain Production Type Contracts (“ASC 605-35”). Under this method, contract revenues and related expenses are recognized over the performance period of the contract in direct proportion to the costs incurred as a percentage of total estimated costs for the entirety of the contract. Costs include direct material, direct labor, subcontract labor and any allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. The Asset, “Costs and estimated earnings in excess of billings”, represents revenues recognized in excess of amounts billed on contracts in progress. The Liability, “Billings in excess of costs and estimated earnings”, represents billings in excess of revenues recognized on contracts in progress. At December 31, 2014 and 2013, the costs in excess of billings balance was $1,276,677 and $0, and the billings in excess of costs balance was $891,633 and $0, respectively. | |||||||||||||||||
Receivables, Policy [Policy Text Block] | Contract Receivable | ||||||||||||||||
The Company performs ongoing credit evaluation of its customers. Management closely monitors outstanding receivables based on factors surrounding the credit risk of specific customers, historical trends, and other information, and records bad debts using the direct write-off method. Generally accepted accounting principles require the allowance method be used to reflect bad debts, however, the effect of the use of the direct write-off method is not materially different from the results that would have been obtained had the allowance method been followed. Accounts receivable are presented net of an allowance for doubtful accounts of $0 at December 31, 2014, and 2013. | |||||||||||||||||
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. | |||||||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment | ||||||||||||||||
Property and equipment are stated at cost, and are depreciated using the straight line method over its estimated useful lives: | |||||||||||||||||
Machinery & equipment | 5 Years | ||||||||||||||||
Furniture & fixtures | 5-7 Years | ||||||||||||||||
Computer equipment | 5 Years | ||||||||||||||||
Depreciation expense as of December 31, 2014 and 2013 was $10,234 and $1,847 respectively. | |||||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration Risk | ||||||||||||||||
Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. At December 31, 2014 and 2013, there were approximately $93,000 and 0 in cash balances over the federal insurance limit. | |||||||||||||||||
Inventory, Policy [Policy Text Block] | Inventory | ||||||||||||||||
Inventory is valued at the lower of cost or market and is determined by the first-in, first-out method. | |||||||||||||||||
Advertising Costs, Policy [Policy Text Block] | Advertising and Marketing | ||||||||||||||||
The Company expenses advertising and marketing costs as incurred. Advertising and marketing costs include printed material, direct mail, radio, telemarketing, tradeshow costs, magazine and catalog advertisement. Advertising and marketing costs for the years ended December 31, 2014 and 2013 were $637,114 and $265, respectively. | |||||||||||||||||
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs | ||||||||||||||||
Research and development costs are expensed as incurred. These costs consist primarily of consulting fees, salaries and direct payroll related costs. The costs for the years ended December 31, 2014 and 2013 were $112,518 and $108,565, respectively. | |||||||||||||||||
Fair Value of Financial Instruments, 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 December 31, 2014 and 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”) 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 December 31, 2014: | |||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Liabilities | |||||||||||||||||
Derivative liability | 68,521 | - | - | 68,521 | |||||||||||||
Total liabilities measured at fair value | $ | 68,521 | $ | - | $ | - | $ | 68,521 | |||||||||
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 December 31, 2013: | |||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Liabilities | |||||||||||||||||
Derivative liability | 2,822,430 | - | - | 2,822,430 | |||||||||||||
Total liabilities measured at fair value | $ | 2,822,430 | $ | - | $ | - | $ | 2,822,430 | |||||||||
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: | |||||||||||||||||
Beginning balance as of January 1, 2014 | $ | 2,822,430 | |||||||||||||||
Fair value on issuance of debt | 1,465,048 | ||||||||||||||||
Change on settlement of debt | (24,989,397 | ) | |||||||||||||||
Loss on change in derivative liability | 20,770,440 | ||||||||||||||||
Ending balance as of December 31, 2014 | $ | 68,521 | |||||||||||||||
We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion features within certain convertible promissory notes 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. During the years ended December 31, 2014 and 2013, the significant assumptions used in the Black Scholes valuation of the derivative are as follows: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock Price on valuation dates | $ | 1.66 - $2.60 | $ | 0.26 -$.75 | |||||||||||||
Conversion price for the debt | $ | 0.34 - $1.30 | $ | 0.10-$1.01 | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Years to maturity | 6 months - 1 year | 6 months - 2 years | |||||||||||||||
Risk free rate | .03% - .13 | % | .02% - .34 | % | |||||||||||||
Expected volatility | 54.43% - 256.72 | % | 30.45% - 272.98 | % | |||||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation | ||||||||||||||||
Share based payments apply 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] | Basic and Diluted Net Income (Loss) per Share Calculations | ||||||||||||||||
Income (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. The shares for employee options, warrants and convertible notes were used in the calculation of the income (loss) per share. | |||||||||||||||||
As of December 31, 2014, potentially dilutive securities have been excluded from the computations of weighted average shares outstanding including 957,266 stock options, 700,000 restricted stock grants and shares underlying convertible notes. | |||||||||||||||||
As of December 31, 2013, potentially dilutive securities have been excluded from the computations of weighted average shares outstanding including 961,539 stock options, 115,385 warrants, 769,230 restricted stock grants and shares underlying convertible notes. | |||||||||||||||||
Income Tax, Policy [Policy Text Block] | Income Taxes | ||||||||||||||||
The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized. | |||||||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements | ||||||||||||||||
The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is expected to have an immaterial impact on the Company’s consolidated financial statements. | |||||||||||||||||
On June 19, 2014, the Company adopted the amendment to (Topic 718) Stock Compensation: Accounting for Share-Based Payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The amendment for accounting for share based payments, when an award provides that a performance target that affects vesting could be achieved after an employee completes the requisite service period shall be accounted for as a performance condition. The performance target shall not be reflected in estimating the fair value of the award at the grant date, and compensation cost shall be recognized in the period in which it becomes probable that the performance target will be achieved and will represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost shall be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period shall reflect the number of awards that are expected to vest and shall be adjusted to reflect the awards that ultimately vest. The Company does not believe the accounting standards currently adopted will have a material effect on the accompanying condensed financial statements. | |||||||||||||||||
There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | |||||||||||||||||
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 | ||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Liabilities | |||||||||||||||||
Derivative liability | 68,521 | - | - | 68,521 | |||||||||||||
Total liabilities measured at fair value | $ | 68,521 | $ | - | $ | - | $ | 68,521 | |||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Liabilities | |||||||||||||||||
Derivative liability | 2,822,430 | - | - | 2,822,430 | |||||||||||||
Total liabilities measured at fair value | $ | 2,822,430 | $ | - | $ | - | $ | 2,822,430 | |||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: | ||||||||||||||||
Beginning balance as of January 1, 2014 | $ | 2,822,430 | |||||||||||||||
Fair value on issuance of debt | 1,465,048 | ||||||||||||||||
Change on settlement of debt | (24,989,397 | ) | |||||||||||||||
Loss on change in derivative liability | 20,770,440 | ||||||||||||||||
Ending balance as of December 31, 2014 | $ | 68,521 | |||||||||||||||
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Table Text Block] | During the years ended December 31, 2014 and 2013, the significant assumptions used in the Black Scholes valuation of the derivative are as follows: | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock Price on valuation dates | $ | 1.66 - $2.60 | $ | 0.26 -$.75 | |||||||||||||
Conversion price for the debt | $ | 0.34 - $1.30 | $ | 0.10-$1.01 | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Years to maturity | 6 months - 1 year | 6 months - 2 years | |||||||||||||||
Risk free rate | .03% - .13 | % | .02% - .34 | % | |||||||||||||
Expected volatility | 54.43% - 256.72 | % | 30.45% - 272.98 | % | |||||||||||||
Property and Equipment, Estimated Useful Lives [Member] | |||||||||||||||||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) [Line Items] | |||||||||||||||||
Property, Plant and Equipment [Table Text Block] | Property and equipment are stated at cost, and are depreciated using the straight line method over its estimated useful lives: | ||||||||||||||||
Machinery & equipment | 5 Years | ||||||||||||||||
Furniture & fixtures | 5-7 Years | ||||||||||||||||
Computer equipment | 5 Years |
3_BUSINESS_ACQUISITION_Tables
3. BUSINESS ACQUISITION (Tables) (Solar United Network, Inc. [Member]) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Solar United Network, Inc. [Member] | |||||||||
3. BUSINESS ACQUISITION (Tables) [Line Items] | |||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The acquisition date estimated fair value of the consideration transferred consisted of the following: | ||||||||
Closing cash payment | $ | 1,061,750 | |||||||
Convertible promissory notes | $ | 1,750,000 | |||||||
Total purchase price | $ | 2,811,750 | |||||||
Tangible assets acquired | $ | 1,252,496 | |||||||
Liabilities assumed | (1,040,014 | ) | |||||||
Net tangible assets | 212,482 | ||||||||
Goodwill | 2,599,268 | ||||||||
Total purchase price | $ | 2,811,750 | |||||||
Business Acquisition, Pro Forma Information [Table Text Block] | The following tables set forth the unaudited pro forma results of the Company as if the acquisition of SUNworks had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. | ||||||||
Year ended, | Year ended, | ||||||||
2014 | 2013 | ||||||||
Total revenues | $ | 20,740,081 | $ | 8,552,975 | |||||
Net loss | (24,929,346 | ) | (3,128,958 | ) | |||||
Basic and diluted net loss per common share | $ | (2.15 | ) | ( 0.48 | ) |
4_PROPERTY_AND_EQUIPMENT_NET_T
4. PROPERTY AND EQUIPMENT, NET (Tables) (Property and Equipment [Member]) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment [Member] | |||||||||
4. PROPERTY AND EQUIPMENT, NET (Tables) [Line Items] | |||||||||
Property, Plant and Equipment [Table Text Block] | Property and equipment is summarized as follows at December 31, 2014 and 2013: | ||||||||
2014 | 2013 | ||||||||
Leasehold improvements | $ | 20,010 | $ | - | |||||
Vehicles | 25,750 | - | |||||||
Office equipment & furniture | 41,471 | 4,670 | |||||||
Computers and software | 80,182 | 75,035 | |||||||
167,413 | 79,705 | ||||||||
Less accumulated depreciation | (83,205 | ) | (72,971 | ) | |||||
$ | 84,208 | $ | 6,734 |
5_ACCOUNTS_PAYABLE_AND_ACCRUED1
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities at December 31, 2014 and 2013 are as follows: | ||||||||
2014 | 2013 | ||||||||
Trade payables | $ | 1,499,895 | $ | 73,791 | |||||
Accrued payroll and commissions | 294,653 | - | |||||||
Accrued expenses | 176,400 | 82,950 | |||||||
Total | $ | 1,970,948 | $ | 156,741 |
7_CONVERTIBLE_PROMISSORY_NOTES1
7. CONVERTIBLE PROMISSORY NOTES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Convertible Debt [Table Text Block] | Convertible promissory note at December 31, 2014 and 2013 are as follows: | ||||||||
2014 | 2013 | ||||||||
Convertible promissory notes payable | $ | 888,000 | $ | 719,417 | |||||
Less, debt discount | (627 | ) | (204,020 | ) | |||||
Convertible promissory notes payable, net | $ | 887,373 | $ | 515,397 |
9_STOCK_OPTIONS_RESTRICTED_STO1
9. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
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: | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk free interest rate | 2.02 | % | 1.16 | % | |||||||||||||
Stock volatility factor | 219 | % | 153 | % | |||||||||||||
Weighted average expected option life | 7 years | 7 years | |||||||||||||||
Expected dividend yield | None | 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: | ||||||||||||||||
12/31/14 | 12/31/13 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Number | average | Number | average | ||||||||||||||
of | exercise | of | exercise | ||||||||||||||
Options | price | Options | price | ||||||||||||||
Outstanding, beginning of period | 961,539 | $ | 1.04 | 884,615 | $ | 1.04 | |||||||||||
Granted | 76,924 | 4.42 | 76,924 | 0.52 | |||||||||||||
Exercised | (81,197 | ) | 0.69 | - | - | ||||||||||||
Expired | - | - | - | - | |||||||||||||
Outstanding, end of period | 957,266 | $ | 0.85 | 961,539 | $ | 1.04 | |||||||||||
Exercisable at the end of period | 808,761 | $ | 1.03 | 759,616 | $ | 1.04 | |||||||||||
Weighted average fair value of options granted during the period | $ | 4.42 | $ | 0.52 | |||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Weighted | ||||||||||||||||
Average | |||||||||||||||||
Remaining | |||||||||||||||||
Exercisable | Stock Options | Stock Options | Contractual | ||||||||||||||
Prices | Outstanding | Exercisable | Life (years) | ||||||||||||||
$ | 1.3 | 576,923 | 576,923 | 2.59 | |||||||||||||
$ | 0.26 | 192,308 | 186,966 | 4.01 | |||||||||||||
$ | 0.26 | 57,693 | 32,052 | 4.67 | |||||||||||||
$ | 0.468 | 53,419 | 10,684 | 5.73 | |||||||||||||
$ | 4.42 | 76,923 | 2,136 | 3.72 | |||||||||||||
957,266 | 808,761 | ||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the Company’s warrant activity and related information follows: | ||||||||||||||||
12/31/14 | 12/31/13 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Number | average | Number | average | ||||||||||||||
of | exercise | of | exercise | ||||||||||||||
Warrants | price | Warrants | price | ||||||||||||||
Outstanding, beginning of period | 115,385 | $ | 0.91 | 1,460,696 | $ | 1.04 | |||||||||||
Granted | - | - | - | - | |||||||||||||
Exercised | (76,923 | ) | 0.39 | (1,345,311 | ) | (1.04 | ) | ||||||||||
Expired | (38,462 | ) | 1.95 | - | - | ||||||||||||
Outstanding, end of period | - | $ | - | 115,385 | $ | 0.91 | |||||||||||
Exercisable at the end of period | - | $ | - | 115,385 | $ | 0.91 | |||||||||||
Weighted average fair value of options granted during the period | $ | 0 | $ | 0 |
10_INCOME_TAXES_Tables
10. INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the year ended December 31, 2014 and 2013 due to the following: | ||||||||
2014 | 2013 | ||||||||
Net loss | $ | (9,972,626 | ) | $ | (1,526,000 | ) | |||
Depreciation and amortization | (112,029 | ) | (200 | ) | |||||
Stock Compensation Expense | 168,153 | 154,200 | |||||||
Loss on Derivative | 8,225,114 | 827,600 | |||||||
Amortization of Debt Discount | 1,589,551 | 268,900 | |||||||
Gain/Loss on Settlement of Debt | 73,908 | (24,400 | ) | ||||||
Research and development costs | 4,000 | 4,000 | |||||||
Acquisition change in tax method | (62,902 | ) | - | ||||||
Other | 5,222 | 600 | |||||||
Valuation Allowance | 81,609 | 295,300 | |||||||
Income tax expense | $ | - | $ | - | |||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Net deferred tax liabilities consist of the following components as of December 31, 2014 and 2013: | ||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
NOL carryover | $ | 2,754,203 | $ | 2,732,500 | |||||
R&D carryover | 167,000 | 163,600 | |||||||
Other | 21,017 | 17,200 | |||||||
Deferred tax liabilities: | |||||||||
Depreciation | (112,029 | ) | (1,500 | ) | |||||
2,830,191 | 2,911,800 | ||||||||
Less valuation allowance | (2,830,191 | ) | (2,911,800 | ) | |||||
Net deferred tax asset | $ | - | $ | - |
11_COMMITMENTS_AND_CONTINGENCI1
11. COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | At December 31, 2014, commitments for minimum property rental and vehicle payments were as follows: | ||||
For the twelve months ended: | |||||
2015 | $ | 260,961 | |||
2016 | 242,072 | ||||
2017 | 207,354 | ||||
2018 | 178,125 | ||||
2019 | 139,500 | ||||
Total | $ | 1,028,012 |
12_MAJOR_CUSTOMERSUPPLIER_Tabl
12. MAJOR CUSTOMER/SUPPLIER (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Risks and Uncertainties [Abstract] | |||||
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | For the year ended December 31, 2014 the following suppliers represented more than 10% of direct material costs: | ||||
Wesco Distribution | 14.2 | % | |||
SunPower | 10.1 | % |
13_SUBSEQUENT_EVENTS_Tables
13. SUBSEQUENT EVENTS (Tables) (Subsequent Event [Member], MD Energy, LLC [Member]) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Subsequent Event [Member] | MD Energy, LLC [Member] | |||||||||
13. SUBSEQUENT EVENTS (Tables) [Line Items] | |||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | The following table includes the unaudited pro forma financial results for the years ended December 31, 2014 and 2013, which give effect to the acquisition as if it had occurred on January 1, 2013: | ||||||||
2014 | 2013 | ||||||||
Net revenues | $ | 27,363,829 | $ | 350,465 | |||||
Net loss | (24,070,121 | ) | (3,923,987 | ) | |||||
Net (loss) income per common share: | |||||||||
Basic and diluted | $ | (2.08 | ) | $ | (0.61 | ) | |||
Weighted shares outstanding: | |||||||||
Basic and diluted | 11,589,412 | 6,484,763 |
2_SUMMARY_OF_SIGNIFICANT_ACCOU2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Costs in Excess of Billings, Current | $1,276,677 | $0 |
Billings in Excess of Cost, Current | 891,633 | 0 |
Allowance for Doubtful Accounts Receivable | 0 | 0 |
Depreciation, Depletion and Amortization | 10,234 | 1,847 |
Cash, Uninsured Amount | 93,000 | 0 |
Advertising Expense | 637,114 | 265 |
Research and Development Expense | $112,518 | $108,565 |
Equity Option [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 957,266 | 961,539 |
Restricted Stock [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 700,000 | 769,230 |
Warrant [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 115,385 |
2_SUMMARY_OF_SIGNIFICANT_ACCOU3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Property, Plant and Equipment, Estimated Useful Lives (Under Review) | 12 Months Ended |
Dec. 31, 2014 | |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
2_SUMMARY_OF_SIGNIFICANT_ACCOU4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Liabilities | ||
Derivative liability | $68,521 | $2,822,430 |
Total liabilities measured at fair value | 68,521 | 2,822,430 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Derivative liability | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities | ||
Derivative liability | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities | ||
Derivative liability | 68,521 | 2,822,430 |
Total liabilities measured at fair value | $68,521 | $2,822,430 |
2_SUMMARY_OF_SIGNIFICANT_ACCOU5
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation (Fair Value, Inputs, Level 3 [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance as of January 1, 2014 | $2,822,430 |
Fair value on issuance of debt | 1,465,048 |
Change on settlement of debt | -24,989,397 |
Loss on change in derivative liability | 20,770,440 |
Ending balance as of December 31, 2014 | $68,521 |
2_SUMMARY_OF_SIGNIFICANT_ACCOU6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques (Debt [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Stock Price on valuation dates (in Dollars per share) | $1.66 | $0.26 |
Conversion price for the debt (in Dollars per share) | $0.34 | $0.10 |
Years to maturity | 6 years | 6 years |
Risk free rate | 3.00% | 2.00% |
Expected volatility | 54.43% | 30.45% |
Maximum [Member] | ||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Line Items] | ||
Stock Price on valuation dates (in Dollars per share) | $2.60 | $75 |
Conversion price for the debt (in Dollars per share) | $1.30 | $1.01 |
Years to maturity | 1 year | 2 years |
Risk free rate | 13.00% | 34.00% |
Expected volatility | 256.72% | 272.98% |
3_BUSINESS_ACQUISITION_Details
3. BUSINESS ACQUISITION (Details) (Solar United Network, Inc. [Member], USD $) | 0 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2014 | |
Solar United Network, Inc. [Member] | ||
3. BUSINESS ACQUISITION (Details) [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% |
Payments to Acquire Businesses, Gross | $1,061,750 | |
Business Combination, Consideration Transferred, Liabilities Incurred | 1,750,000 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $2,811,750 | $2,811,750 |
3_BUSINESS_ACQUISITION_Details1
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisitions, by Acquisition (USD $) | 0 Months Ended | ||
Jan. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | |||
Goodwill | $2,599,268 | $0 | |
Solar United Network, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Closing cash payment | 1,061,750 | ||
Convertible promissory notes | 1,750,000 | ||
Total purchase price | 2,811,750 | ||
Tangible assets acquired | 1,252,496 | ||
Liabilities assumed | -1,040,014 | ||
Net tangible assets | 212,482 | ||
Goodwill | 2,599,268 | ||
Total purchase price | $2,811,750 |
3_BUSINESS_ACQUISITION_Details2
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisition, Pro Forma Information, Statement of Income (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisition, Pro Forma Information, Statement of Income [Line Items] | ||
Total revenues | $20,189,555 | $0 |
Net loss | -24,872,328 | -3,814,926 |
Solar United Network, Inc. [Member] | ||
3. BUSINESS ACQUISITION (Details) - Schedule of Business Acquisition, Pro Forma Information, Statement of Income [Line Items] | ||
Total revenues | 20,740,081 | 8,552,975 |
Net loss | ($24,929,346) | ($3,128,958) |
Basic and diluted net loss per common share (in Shares) | -2.15 | -0.48 |
4_PROPERTY_AND_EQUIPMENT_NET_D
4. PROPERTY AND EQUIPMENT, NET (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization | $10,234 | $1,847 |
4_PROPERTY_AND_EQUIPMENT_NET_D1
4. PROPERTY AND EQUIPMENT, NET (Details) - Schedule of Property, Plant and Equipment (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $167,413 | $79,705 |
Less accumulated depreciation | -83,205 | -72,971 |
84,208 | 6,734 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,010 | 0 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 25,750 | 0 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 41,471 | 4,670 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $80,182 | $75,035 |
5_ACCOUNTS_PAYABLE_AND_ACCRUED2
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Schedule of Accounts Payable and Accrued Liabilities (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade payables | $1,499,895 | $73,791 |
Accrued payroll and commissions | 294,653 | 0 |
Accrued expenses | 176,400 | 82,950 |
Total | $1,970,948 | $156,741 |
6_ACQUISITION_CONVERTIBLE_PROM1
6. ACQUISITION CONVERTIBLE PROMISSORY NOTE (Details) (USD $) | 12 Months Ended | 0 Months Ended | 2 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2014 | Mar. 31, 2014 | |
6. ACQUISITION CONVERTIBLE PROMISSORY NOTE (Details) [Line Items] | ||||
Amortization of Debt Discount (Premium) | $4,014,018 | $672,155 | ||
Convertible Notes Payable [Member] | Solar United Network, Inc. [Member] | ||||
6. ACQUISITION CONVERTIBLE PROMISSORY NOTE (Details) [Line Items] | ||||
Number of Notes | 4 | |||
Debt Instrument, Face Amount | 1,750,000 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | The conversion price is $0.52 per share until March 30, 2015, and thereafter the conversion price will be the greater of $0.52 or 50% of the average closing price of the common stock during the ten (10) consecutive trading days following the submission of the conversion notice. | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.52 | |||
Debt Instrument, Term | 5 years | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |||
Debt Conversion, Original Debt, Amount | 625,000 | |||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,201,923 | |||
Convertible Notes Payable, Current | 1,125,000 | |||
Interest Payable, Current | 11,770 | |||
Amortization of Debt Discount (Premium) | $1,271,277 | |||
Solar United Network, Inc. [Member] | ||||
6. ACQUISITION CONVERTIBLE PROMISSORY NOTE (Details) [Line Items] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
7_CONVERTIBLE_PROMISSORY_NOTES2
7. CONVERTIBLE PROMISSORY NOTES (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 2 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 14, 2014 | Mar. 06, 2014 | Nov. 12, 2014 | Apr. 16, 2014 | Feb. 28, 2014 | Mar. 21, 2014 | Feb. 26, 2014 | Mar. 09, 2014 | Mar. 19, 2014 | 29-May-14 | Apr. 30, 2014 | Nov. 19, 2014 | Dec. 04, 2014 | Feb. 13, 2014 | Nov. 13, 2012 | Feb. 19, 2013 | Mar. 01, 2013 | Dec. 31, 2013 | 30-May-13 | Aug. 01, 2013 | Aug. 28, 2013 | Aug. 30, 2013 | Sep. 09, 2013 | Sep. 19, 2013 | Oct. 10, 2013 | Sep. 24, 2013 | Oct. 08, 2013 | Nov. 19, 2013 | Jan. 29, 2014 | Jan. 31, 2014 | Feb. 11, 2014 | Mar. 31, 2014 | Oct. 24, 2012 | Dec. 26, 2012 | Aug. 31, 2013 | Sep. 30, 2014 | |
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $234,042 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 4,014,018 | 672,155 | ||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 1,465,000 | 652,500 | ||||||||||||||||||||||||||||||||||||
Principal [Member] | Convertible Notes Payable [Member] | Debt Issued on October 24, 2012 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 50,000 | |||||||||||||||||||||||||||||||||||||
Principal [Member] | Convertible Notes Payable [Member] | Debt Issued on November 13, 2012 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 65,000 | |||||||||||||||||||||||||||||||||||||
Principal [Member] | Convertible Notes Payable [Member] | Debt Issued on February 19, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 85,000 | |||||||||||||||||||||||||||||||||||||
Principal [Member] | Convertible Notes Payable [Member] | Debt Issued on May 30, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 30,000 | 63,000 | ||||||||||||||||||||||||||||||||||||
Principal [Member] | Convertible Notes Payable [Member] | Debt Issued on August 1, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 42,500 | |||||||||||||||||||||||||||||||||||||
Principal [Member] | Convertible Notes Payable [Member] | Debt Issued on August 28, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 20,000 | |||||||||||||||||||||||||||||||||||||
Principal [Member] | Convertible Notes Payable [Member] | Debt Issued on August 30, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 20,000 | |||||||||||||||||||||||||||||||||||||
Principal [Member] | Convertible Notes Payable [Member] | Debt Issued on September 9, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 20,000 | |||||||||||||||||||||||||||||||||||||
Principal [Member] | Convertible Notes Payable [Member] | Debt Issued on September 19, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 20,000 | |||||||||||||||||||||||||||||||||||||
Principal [Member] | Convertible Notes Payable [Member] | Debt Issued on September 24, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 81,000 | |||||||||||||||||||||||||||||||||||||
Principal [Member] | Convertible Notes Payable [Member] | Debt Issued on October 8, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 32,500 | |||||||||||||||||||||||||||||||||||||
Principal [Member] | Convertible Notes Payable [Member] | Debt Issued on November 19, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 84,000 | |||||||||||||||||||||||||||||||||||||
Principal [Member] | Convertible Notes Payable [Member] | Debt Issued on January 29, 2014 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 60,000 | |||||||||||||||||||||||||||||||||||||
Principal [Member] | Convertible Notes Payable [Member] | Debt Issued on January 31, 2014 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 500,000 | |||||||||||||||||||||||||||||||||||||
Original Issue Discount [Member] | Convertible Notes Payable [Member] | Debt Issued on October 24, 2012 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 5,833 | |||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on October 24, 2012 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 2,792 | |||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on November 13, 2012 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 7,307 | |||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on December 26, 2012 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 13,450 | |||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on February 19, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 7,829 | |||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on May 30, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 3,633 | 5,036 | ||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on August 1, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 1,700 | |||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on August 28, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 1,079 | |||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on August 30, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 1,000 | |||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on September 9, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 997 | |||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on September 19, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 1,000 | |||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on September 24, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 5,438 | |||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on October 8, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 1,300 | |||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on November 19, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 7,739 | |||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on January 29, 2014 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 5,079 | |||||||||||||||||||||||||||||||||||||
Interest [Member] | Convertible Notes Payable [Member] | Debt Issued on January 31, 2014 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 29,851 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on October 24, 2012 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 335,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 35,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 55,833 | 55,833 | ||||||||||||||||||||||||||||||||||||
Interest Payable, Current | 1,396 | 1,396 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 93,919 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 28,541 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on November 13, 2012 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on November 13, 2012 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 65,000 | 65,000 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 278,102 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 1,233 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 100,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on December 26, 2012 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 118,584 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 327,629 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on February 19, 2013 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on February 19, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 227,864 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 85,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on March 1, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 8,000 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 3,813 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 8,000 | |||||||||||||||||||||||||||||||||||||
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 $0.52 per share or the lowest closing price after the effective date. | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Term | 2 years | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 7,626 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on May 30, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 99,506 | 201,290 | ||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 12,472 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 73,000 | 20,000 | ||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on August 1, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 42,500 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 31,611 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 18,662 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 42,500 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on August 28, 2013 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on August 28, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 114,190 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 6,111 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 20,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on August 30, 2013 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on August 30, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 62,130 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 6,333 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 20,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on September 9, 2013 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on September 9, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 113,745 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 7,444 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 20,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on September 19, 2013 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on September 19, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 113,759 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 8,556 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 20,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on September 24, 2013 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on September 24, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 81,000 | 81,000 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 255,735 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 38,144 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 14,000 | 67,000 | ||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on October 8, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 32,500 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 39,431 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 23,249 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 32,500 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on November 19, 2013 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on November 19, 2013 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 84,000 | 84,000 | ||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 271,417 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 73,222 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 40,000 | 44,000 | ||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on January 29, 2014 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on January 29, 2014 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 30,000 | |||||||||||||||||||||||||||||||||||||
Interest Payable, Current | 11,784 | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 192,543 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 171,333 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 90,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $0.338 per share, or fifty percent (50%) of the lowest trading price after the effective date. | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Term | 9 months | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.34 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on January 31, 2014 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 500,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on January 31, 2014 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,567,606 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 500,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 500,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on January 31, 2014 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 750,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 750,000 | |||||||||||||||||||||||||||||||||||||
Interest Payable, Current | 68,836 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 1,500,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 750,000 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.34 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | The note originally matured on October 28, 2014, but was extended to June 30, 2016. | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Debt Issued on February 11, 2014 [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 100,000 | |||||||||||||||||||||||||||||||||||||
Interest Payable, Current | 8,718 | |||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 200,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Convertible Debt | 100,000 | 20,000 | 80,000 | |||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The note was convertible into shares of common stock of the Company at a price equal to a variable conversion price equal to the lesser of $1.30 per share, or fifty percent (50%) of the lowest trading price after the effective date. | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.34 | |||||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | At the sole discretion of the lender, the lender may modify the maturity date to be twelve (12) months form the effective date. | |||||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||
7. CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Notes Payable | 114,500 | |||||||||||||||||||||||||||||||||||||
Interest Payable | $4,084 |
7_CONVERTIBLE_PROMISSORY_NOTES3
7. CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Convertible Debt (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Convertible Debt [Abstract] | ||
Convertible promissory notes payable | $888,000 | $719,417 |
Less, debt discount | -627 | -204,020 |
Convertible promissory notes payable, net | $887,373 | $515,397 |
8_CAPITAL_STOCK_Details
8. CAPITAL STOCK (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 25, 2015 | Feb. 05, 2015 | Jan. 26, 2015 | Jan. 06, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | |
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Class of Warrant or Rights, Exercised | 76,923 | 1,345,311 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 81,197 | 0 | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross (in Dollars) | $180,000 | |||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | 122,275 | |||||||
Other Accrued Liabilities, Current (in Dollars) | 46,660 | |||||||
Stock Issued During Period, Value, Other (in Dollars) | 26,250 | |||||||
Proceeds from Issuance of Common Stock (in Dollars) | 0 | 42,500 | ||||||
Derivative, Gain (Loss) on Derivative, Net (in Dollars) | -20,770,490 | -2,068,886 | ||||||
Debt [Member] | Minimum [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.34 | $0.10 | ||||||
Debt [Member] | Maximum [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $1.30 | $1.01 | ||||||
Debt [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Derivative, Gain (Loss) on Derivative, Net (in Dollars) | 507,686 | |||||||
Investor [Member] | Stock Issued for Cashless Conversion of Warrants [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 924,218 | |||||||
Investor [Member] | Stock Issued for Cash [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 99,903 | |||||||
Stock Issued for Cashless Conversion of Warrants [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 62,217 | |||||||
Stock Issued for Cashless Exercise of Stock Options [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 75,049 | |||||||
Stock Issued for Services [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 384,615 | |||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross (in Dollars) | 180,000 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 2,347 | |||||||
Stock Issued During Period, Value, Share-based Compensation, Gross (in Dollars) | 10,000 | |||||||
Stock Issued for Cashless Conversion of Services [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Issued for Services | 28,846 | |||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | 112,275 | |||||||
Stock Issued for Cash [Member] | Minimum [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $0.26 | |||||||
Stock Issued for Cash [Member] | Maximum [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $0.52 | |||||||
Stock Issued for Cash [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Other | 67,308 | |||||||
Stock Issued During Period, Value, Other (in Dollars) | 26,250 | |||||||
Stock Issued During Period, Shares, New Issues | 220,095 | |||||||
Principal [Member] | Convertible Debt [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | 1,921,417 | 307,083 | ||||||
Interest [Member] | Convertible Debt [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | 95,231 | 16,488 | ||||||
Subsequent Event [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Stockholders' Equity, Reverse Stock Split | 26:01:00 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 192,308 | |||||||
Debt Conversion, Original Debt, Amount (in Dollars) | 175,000 | 100,000 | ||||||
Stock Issued During Period, Shares, Issued for Services | 42,717 | 2,291 | ||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | 10,000 | |||||||
Stock Issued During Period, Shares, New Issues | 11,538 | |||||||
Convertible Debt [Member] | Minimum [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.34 | $0.10 | ||||||
Convertible Debt [Member] | Maximum [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $2.60 | $1.01 | ||||||
Convertible Debt [Member] | ||||||||
8. CAPITAL STOCK (Details) [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,192,399 | 1,630,104 | ||||||
Debt Conversion, Converted Instrument, Amount (in Dollars) | $10,756,512 |
9_STOCK_OPTIONS_RESTRICTED_STO2
9. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
9. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 76,924 | 76,924 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $4.42 | $0.52 |
Share-based Compensation | $424,628 | $385,408 |
Chief Executive Officer [Member] | Restricted Stock [Member] | ||
9. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 769,230 | |
Share-based Compensation Arrangement by Share-based Payment Award, Completion of Requirements | two of the stages were met, when the Company’s market capitalization exceeded $10,000,000, and the consolidated gross revenue, calculated in accordance with GAAP, equaled or exceeded $10,000,000 for the trailing twelve month period. | |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 384,615 | |
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 180,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The remaining milestone is as follows, 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 384,615 shares of the Company’s common stock. | |
Investor [Member] | Restricted Stock [Member] | ||
9. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 276,923 | |
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The RSGA provides for the issuance of up to 276,923 shares of the Company’s common stock to the Shareholders provided certain milestones are met in certain stages: a) If the Company’s aggregate net income from operations, for the trailing four (4) quarters equals or exceeds $2,000,000, the Company will issue 92,308 shares of common stock; b) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $3,000,000, the Company will issued 92,308 shares of common stock; c) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $4,000,000, the Company will issue 92,307 shares of common stock. | |
Share-based Compensation | 100,000 | |
Employees [Member] | Restricted Stock [Member] | ||
9. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 38,462 | |
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | The RSGA provides for the issuance of up to 38,462 shares of the Company’s common stock to the Shareholders provided certain milestones are met in certain stages: a) If the Company’s aggregate net income from operations, for the trailing four (4) quarters equals or exceeds $2,000,000, the Company will issue 12,821 shares of common stock; b) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $3,000,000, the Company will issued 12,821 shares of common stock; c) If the Company’s aggregate net income from operations, for the trailing four (4) quarters exceeds $4,000,000, the Company will issue 12,820 shares of common stock. | |
Share-based Compensation | 33,333 | |
Employee Stock Option [Member] | ||
9. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | The stock options vest at various times | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 7 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $3,436,925 | $17,693 |
Share Price | $4.60 | $0.75 |
9_STOCK_OPTIONS_RESTRICTED_STO3
9. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Abstract] | ||
Risk free interest rate | 2.02% | 1.16% |
Stock volatility factor | 219.00% | 153.00% |
Weighted average expected option life | 7 years | 7 years |
Expected dividend yield | 0.00% | 0.00% |
9_STOCK_OPTIONS_RESTRICTED_STO4
9. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) - Schedule of Share-based Compensation, Stock Options, Activity (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Share-based Compensation, Stock Options, Activity [Abstract] | ||
Outstanding, beginning of period | 961,539 | 884,615 |
Outstanding, beginning of period (in Dollars per share) | $1.04 | $1.04 |
Granted | 76,924 | 76,924 |
Granted (in Dollars per share) | $4.42 | $0.52 |
Exercised | -81,197 | 0 |
Exercised (in Dollars per share) | $0.69 | |
Expired | 0 | 0 |
Expired | 0 | 0 |
Outstanding, end of period | 957,266 | 961,539 |
Outstanding, end of period (in Dollars per share) | $0.85 | $1.04 |
Exercisable at the end of period | 808,761 | 759,616 |
Exercisable at the end of period (in Dollars per share) | $1.03 | $1.04 |
Weighted average fair value of options granted during the period (in Dollars per share) | $4.42 | $0.52 |
9_STOCK_OPTIONS_RESTRICTED_STO5
9. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Outstanding | 957,266 |
Stock Options Exercisable | 808,761 |
Options Exercisable at $1.30 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, Exercisable Prices (in Dollars per share) | $1.30 |
Stock Options Outstanding | 576,923 |
Stock Options Exercisable | 576,923 |
Options, Weighted Average Remaining Contractual Life | 2 years 215 days |
Options Exercisable at $0.26 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, Exercisable Prices (in Dollars per share) | $0.26 |
Stock Options Outstanding | 192,308 |
Stock Options Exercisable | 186,966 |
Options, Weighted Average Remaining Contractual Life | 4 years 3 days |
Options Exercisable at $0.26 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, Exercisable Prices (in Dollars per share) | $0.26 |
Stock Options Outstanding | 57,693 |
Stock Options Exercisable | 32,052 |
Options, Weighted Average Remaining Contractual Life | 4 years 244 days |
Options Exercisable at $0.468 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, Exercisable Prices (in Dollars per share) | $0.47 |
Stock Options Outstanding | 53,419 |
Stock Options Exercisable | 10,684 |
Options, Weighted Average Remaining Contractual Life | 5 years 266 days |
Options Exercisable at $4.42 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options, Exercisable Prices (in Dollars per share) | $4.42 |
Stock Options Outstanding | 76,923 |
Stock Options Exercisable | 2,136 |
Options, Weighted Average Remaining Contractual Life | 3 years 262 days |
9_STOCK_OPTIONS_RESTRICTED_STO6
9. STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | ||
Outstanding, beginning of period (in Shares) | 115,385 | 1,460,696 |
Outstanding, beginning of period | $0.91 | $1.04 |
Granted (in Shares) | 0 | 0 |
Granted | $0 | $0 |
Exercised (in Shares) | -76,923 | -1,345,311 |
Exercised | $0.39 | ($1.04) |
Expired (in Shares) | -38,462 | 0 |
Expired | $1.95 | $0 |
Outstanding, end of period (in Shares) | 0 | 115,385 |
Outstanding, end of period | $0 | $0.91 |
Exercisable at the end of period (in Shares) | 0 | 115,385 |
Exercisable at the end of period | $0 | $0.91 |
Weighted average fair value of options granted during the period | $0 | $0 |
10_INCOME_TAXES_Details
10. INCOME TAXES (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
10. INCOME TAXES (Details) [Line Items] | |
Operating Loss Carryforwards | 7 |
Minimum [Member] | |
10. INCOME TAXES (Details) [Line Items] | |
Operating Loss Carryforwards, Expiration Date 1 | 2014 |
Maximum [Member] | |
10. INCOME TAXES (Details) [Line Items] | |
Operating Loss Carryforwards, Expiration Date 1 | 2034 |
10_INCOME_TAXES_Details_Schedu
10. INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Net loss | ($9,972,626) | ($1,526,000) |
Depreciation and amortization | -112,029 | -200 |
Stock Compensation Expense | 168,153 | 154,200 |
Loss on Derivative | 8,225,114 | 827,600 |
Amortization of Debt Discount | 1,589,551 | 268,900 |
Gain/Loss on Settlement of Debt | 73,908 | -24,400 |
Research and development costs | 4,000 | 4,000 |
Acquisition change in tax method | -62,902 | 0 |
Other | 5,222 | 600 |
Valuation Allowance | 81,609 | 295,300 |
Income tax expense | $0 | $0 |
10_INCOME_TAXES_Details_Schedu1
10. INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
NOL carryover | $2,754,203 | $2,732,500 |
R&D carryover | 167,000 | 163,600 |
Other | 21,017 | 17,200 |
Deferred tax liabilities: | ||
Depreciation | -112,029 | -1,500 |
2,830,191 | 2,911,800 | |
Less valuation allowance | -2,830,191 | -2,911,800 |
Net deferred tax asset | $0 | $0 |
11_COMMITMENTS_AND_CONTINGENCI2
11. COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
sqft | |
Building [Member] | Santa Barbara, California [Member] | |
11. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |
Area of Real Estate Property (in Square Feet) | 850 |
Operating Leases, Rent Expense, Minimum Rentals | $1,700 |
Description of Lessee Leasing Arrangements, Operating Leases | lease expires in September 2015 |
Building [Member] | Roseville, California [Member] | |
11. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |
Area of Real Estate Property (in Square Feet) | 19,140 |
Operating Leases, Rent Expense, Minimum Rentals | 10,250 |
Description of Lessee Leasing Arrangements, Operating Leases | lease expires in September 2019 |
Building [Member] | Reno, Nevada [Member] | |
11. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |
Area of Real Estate Property (in Square Feet) | 2,340 |
Operating Leases, Rent Expense, Minimum Rentals | 1,872 |
Description of Lessee Leasing Arrangements, Operating Leases | lease expires in January 2016 |
Vehicles [Member] | Minimum [Member] | |
11. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |
Operating Leases, Rent Expense, Minimum Rentals | 343 |
Vehicles [Member] | Maximum [Member] | |
11. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |
Operating Leases, Rent Expense, Minimum Rentals | $836 |
Vehicles [Member] | |
11. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 36 months |
11_COMMITMENTS_AND_CONTINGENCI3
11. COMMITMENTS AND CONTINGENCIES (Details) - Schedule of Future Minimum Rental Payments for Operating Leases (USD $) | Dec. 31, 2014 |
For the twelve months ended: | |
2015 | $260,961 |
2016 | 242,072 |
2017 | 207,354 |
2018 | 178,125 |
2019 | 139,500 |
Total | $1,028,012 |
12_MAJOR_CUSTOMERSUPPLIER_Deta
12. MAJOR CUSTOMER/SUPPLIER (Details) - Schedules of Concentration of Risk, by Risk Factor (Cost of Goods, Total [Member], Supplier Concentration Risk [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
Westco Distribution [Member] | |
Concentration Risk [Line Items] | |
Supplier | 14.20% |
SunPower [Member] | |
Concentration Risk [Line Items] | |
Supplier | 10.10% |
13_SUBSEQUENT_EVENTS_Details
13. SUBSEQUENT EVENTS (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||
Dec. 31, 2014 | Mar. 03, 2015 | Feb. 04, 2015 | Feb. 05, 2015 | Mar. 02, 2015 | Feb. 25, 2015 | Jan. 26, 2015 | Jan. 06, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | |
13. SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||
Stock Issued During Period, Value, Issued for Services | $122,275 | |||||||||
Private Placement [Member] | Subsequent Event [Member] | ||||||||||
13. SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||
Equity, Number of Units Authorized (in Shares) | 3,000,000 | |||||||||
Equity, Unit Description | Each Unit consists of one share of the Company’s common stock and a warrant to purchase one share of the Company’s common stock (the “Warrants”). | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $4.15 | |||||||||
Equity, Value of Units Sold | 12,450,000 | |||||||||
Proceeds from Issuance or Sale of Equity | 11,600,000 | |||||||||
Payments of Stock Issuance Costs | 300,000 | |||||||||
Principal [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||||||
13. SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | 30,000 | |||||||||
Interest [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||||||
13. SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | 3,000 | |||||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||||||
13. SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 97,634 | 336,539 | ||||||||
Subsequent Event [Member] | MD Energy, LLC [Member] | ||||||||||
13. SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||
Payments to Acquire Businesses, Gross | 850,000 | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 2,650,000 | |||||||||
Subsequent Event [Member] | ||||||||||
13. SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 42,717 | 2,291 | ||||||||
Stock Issued During Period, Value, Issued for Services | 10,000 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 192,308 | |||||||||
Debt Conversion, Original Debt, Amount | 175,000 | $100,000 | ||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 11,538 | |||||||||
Stock Issued During Period, Shares, Reverse Stock Splits (in Shares) | 3,004 | |||||||||
Stockholders' Equity, Reverse Stock Split | 26:01:00 |
13_SUBSEQUENT_EVENTS_Details_S
13. SUBSEQUENT EVENTS (Details) - Schedule of Business Acquisition, Pro Forma Information (Subsequent Event [Member], MD Energy, LLC [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Subsequent Event [Member] | MD Energy, LLC [Member] | ||
13. SUBSEQUENT EVENTS (Details) - Schedule of Business Acquisition, Pro Forma Information [Line Items] | ||
Net revenues | $27,363,829 | $350,465 |
Net loss | ($24,070,121) | ($3,923,987) |
Net (loss) income per common share: | ||
Basic and diluted (in Dollars per share) | ($2.08) | ($0.61) |
Weighted shares outstanding: | ||
Basic and diluted (in Shares) | 11,589,412 | 6,484,763 |