Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation |
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The condensed consolidated financial statements and accompanying footnotes are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. |
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The unaudited financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2012 filed on April 16, 2013. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosures, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the year ended December 31, 2012 have been omitted. The results of operations for the interim periods presented are not necessarily indicative of results for the entire year ending December 31, 2013. |
Principles of Consolidation | ' |
Principles of consolidation |
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All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | ' |
Use of Estimates |
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The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. |
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Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. |
Risk and Uncertainties | ' |
Risks and Uncertainties |
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The Company’s condensed consolidated operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure. See Note 3 regarding going concern matters. |
Cash | ' |
Cash |
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The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at September 30, 2013 and December 31, 2012. |
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The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. |
Accounts Receivable and Allowance for Doubtful Accounts | ' |
Accounts receivable and allowance for doubtful accounts |
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Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable, net of the allowance for doubtful accounts. As of September 30, 2013 and December 31, 2012 the Company had an allowance for doubtful accounts of $5,800 and $0, respectively. |
Inventories | ' |
Inventories |
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Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) valuation method. |
Depreciation | ' |
Depreciation |
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Property and equipment are recorded at cost. Depreciation expense is computed using straight-line methods over the estimated useful lives. |
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Asset lives for financial statement reporting of depreciation are: |
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| Machinery and equipment | | 2-7 years | | | | | | | | | | | | | | | | | |
| Leasehold improvements | | 5 years | | | | | | | | | | | | | | | | | |
Goodwill | ' |
Goodwill |
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Goodwill is measured for impairment on an annual basis (December 1 for us) and between annual tests if events indicate that an impairment exists. The Company calculates impairment as the excess of the carrying value of its indefinite-lived assets over their estimated fair value. If the carrying value exceeds the estimate of fair value a write-down is recorded. |
Intangibles | ' |
Intangibles |
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Intangibles are comprised of trade names and customer lists. In accordance with ASC 350, intangible assets with indefinite lives are not amortized but instead are measured for impairment at least annually (December 1 for us), or when events indicate that an impairment exists. The Company calculates impairment as the excess of the carrying value of its indefinite-lived assets over their estimated fair value. If the carrying value exceeds the estimate of fair value a write-down is recorded. The Company amortizes it’s intangibles with finite useful lives over their respective useful lives. |
Long-Lived Assets | ' |
Long-Lived Assets |
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Management regularly reviews property and equipment and other long-lived assets, including certain definite-lived intangible assets, for possible impairment. This review occurs annually (December 1 for us), or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment, generally, management then prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated using the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. |
Debt Issue Costs and Debt Discount | ' |
Debt Issue Costs and Debt Discount |
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These items are amortized over the life of the debt to interest expense. If a conversion, extinguishment or repayment of the underlying debt occurs, a proportionate share of these amounts is immediately expensed. |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments |
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The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below: |
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Level 1 | | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | | | | | | | | | | | | | | | | | | |
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Level 2 | | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | | | | | | | | | | | | | | | | | | |
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Level 3 | | Pricing inputs that are generally unobservable inputs and not corroborated by market data. | | | | | | | | | | | | | | | | | | |
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Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. |
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The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. |
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The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, notes receivable and other current assets, accounts payable and accrued liabilities approximate their fair values because of the short maturity of these instruments. |
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We have determined that it is not practical to estimate the fair value of our notes payable because of their unique nature and the costs that would be incurred to obtain an independent valuation. We do not have comparable outstanding debt on which to base an estimated current borrowing rate or other discount rate for purposes of estimating the fair value of the notes payable and we have not been able to develop a valuation model that can be applied consistently in a cost efficient manner. These factors all contribute to the impracticability of estimating the fair value of the notes payable. At September 30, 2013 and December 31, 2012, the carrying value of the notes payable and accrued interest was $1,287,392 and $405,926. Accrued interest is included on the Balance sheet in the accounts payable and accrued liabilities line item. |
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Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. It is not, however, practical to determine the fair value of loans payable –related parties due to their related party nature. |
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The Company’s Level 3 financial liabilities consist of the derivative conversion features issued in July 2013 and August 2013 for which there is no current market for this security such that the determination of fair value requires significant judgment or estimation. The Company valued the conversion features using a binomial model. These models incorporate transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of the date of issuance and each balance sheet date. |
Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis | ' |
Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis |
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The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative liability at every reporting period and recognizes gains or losses in the statements of operations that are attributable to the change in the fair value of the derivative liability. |
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Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets as follows: |
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30-Sep-13 | | | | | Fair Value Measurement Using | |
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| | | Carrying Value | | | | Level 1 | | | | Level 2 | | | | Level 3 | | | | Total | |
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Derivative conversion features | | $ | 409,596 | | | $ | - | | | $ | - | | | $ | 409,596 | | | $ | 409,596 | |
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31-Dec-12 | | | | | Fair Value Measurement Using | |
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| | | Carrying Value | | | | Level 1 | | | | Level 2 | | | | Level 3 | | | | Total | |
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| | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
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The Company adopted the disclosure requirements of ASU 2011-04, Fair Value Measurements, during the year ended December 31, 2012. The unobservable level 3 inputs used by the Company was the expected volatility assumption used in the option pricing model. Expected volatility is based on the historical stock price volatility of comparable companies’ common stock, as our stock does not have sufficient historical trading activity. |
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The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the period December 31, 2011 through September 30, 2013: |
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| | Fair Value Measurement Using | | | | | | | | | | | | | |
Level 3 Inputs | | | | | | | | | | | | |
| | | Derivative | | | | Total | | | | | | | | | | | | | |
conversion | | | | | | | | | | | | |
features | | | | | | | | | | | | |
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Balance, December 31, 2011 | | $ | - | | | $ | - | | | | | | | | | | | | | |
Purchases, issuances and settlements | | | - | | | | - | | | | | | | | | | | | | |
Change in fair value | | | - | | | | - | | | | | | | | | | | | | |
Balance, December 31, 2012 | | | - | | | | - | | | | | | | | | | | | | |
Purchases, issuances and settlements | | | 456,174 | | | | 456,174 | | | | | | | | | | | | | |
Change in fair value | | | (42,548 | ) | | | (42,548 | ) | | | | | | | | | | | | |
Reduction from repayment of debt | | | (4,030 | ) | | | (4,030 | ) | | | | | | | | | | | | |
Balance, September 30, 2013 | | $ | 409,596 | | | $ | 409,596 | | | | | | | | | | | | | |
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Changes in the unobservable input values could potentially cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable inputs used in the fair value measurements is the expected volatility assumption. A significant increase (decrease) in the expected volatility assumption could potentially result in a higher (lower) fair value measurement. |
Discount on Debt | ' |
Discount on Debt |
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The Company allocated the proceeds received from convertible debt instruments between the underlying debt instruments and has recorded the conversion feature as a liability in accordance with FASB Accounting Standard Codification 815-15 (ASC 815-15). The conversion feature and certain other features that are considered embedded derivative instruments, such as a conversion reset provision have been recorded at their fair value within the terms of ASC 815-15 as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The value of the embedded derivative liability was bifurcated from the debt host contract and recorded as a derivative liability, which resulted in a reduction of the initial carrying amount (as unamortized discount) of the notes. The conversion liability is marked to market each reporting period with the resulting gains or losses shown in the statements of operations. |
Derivative Instruments | ' |
Derivative Instruments |
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The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-15. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. |
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In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. |
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The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. |
Research and Development | ' |
Research and Development |
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Research and development is expensed as incurred. There was no such expense for the nine months ended September 30, 2013 and 2012. |
Share-Based Payments | ' |
Share-Based Payments |
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Generally, all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments is recorded as general and administrative expense. During the nine months ended September 30, 2013 the Company recorded an expense relating to 225,000 shares of common stock to be issued to consultants, for services rendered, at a fair value of $93,650 (range $0.176-$0.64/share). During the nine months ended September 30, 2013 the Company issued 2,791,000 shares of common stock to consultants, for services rendered, at a fair value of $1,773,240 (range $0.51-$0.64/share). During the nine months ended September 30, 2012 the Company recorded an expense relating to 240,000 shares of common stock to be issued to attorneys and consultants, for services rendered, at a fair value of $3,418 ($0.014/share). |
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On July 24, 2013 the Company issued 352,941 restricted shares of common stock to a creditor as compensation for financing costs of $90,000. The issuance of the 352,941 shares have been recorded at par value with a corresponding decrease to paid-in capital. Upon the sale of the shares by the creditor, the financing cost liability will be reduced by the amount of the proceeds with a corresponding increase to paid-in capital. The Company will still be liable for any shortfall from the proceeds realized by the creditor. The ultimate amount to be recorded in satisfaction of the debt will not exceed the balance of the financing cost recorded. As of September 30, 2013 the creditor did not sell any of these shares. |
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On August 16, 2013 the Company issued 51 shares of preferred stock to a related entity, for services rendered, at a fair value of $730,000 ($14,314/share). The sole member of the Board of Directors and significant shareholder of the Company is a controlling shareholder of the related entity. (See Note 13). |
Income Taxes | ' |
Income Taxes |
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Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. |
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Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
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For income tax benefits arising from uncertain income tax positions, a tax benefit arising from an uncertain tax position can only be recognized for financial reporting purposes if, and to the extent that, the position is more likely than not to be sustained in an audit by the applicable taxing authority. |
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Penalties related to uncertain tax positions are recorded as a component of general and administrative expenses. Interest relating to uncertain tax positions is recorded as a component of interest expense. The Company has not recorded any uncertain tax positions at September 30, 2013 and December 31, 2012. |
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Penalties and interest assessed by income taxing authorities are included in general and administrative expenses. |
Revenue | ' |
Revenue |
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The Company records revenue for products when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products. |
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The Company meets these criteria upon shipment. |
Advertising | ' |
Advertising |
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The Company expenses advertising when incurred. Advertising expense for the nine months ended September 30, 2013 and 2012 was $35,055 and $0, respectively. |
Basic Earnings Per Share | ' |
Basic Earnings per Share |
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Basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible debt, exercise of stock options and warrants, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. |
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The Company had the following potential common stock equivalents at September 30, 2013: | | | | | | | | | | | | | | | | | | | |
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On January 23, 2012, the Company issued a senior secured convertible promissory note in the principal amount of $102,259 (the “Note”) in favor of Omega Global Enterprises, LLC, a Delaware limited liability company (“Omega”). The Note is due on demand and bears interest at a rate of twelve percent (12%) per annum. The Note is convertible into shares of the Company’s common stock at a price equal to the average of the immediately preceding three volume weighted average prices prior to receipt by the Company of a notice of conversion delivered by the holder. On February 24, 2012, Omega advanced the Company $50,000 and on March 2, 2012 the note was amended and the note principal was increased to $152,259. | | | 1,045,256 | | | | | | | | | | | | | | | | | |
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In July 2013 the Company issued a convertible note in the principal amount of $68,000 to an investor. The convertible note has a term of nine months, maturing March 27, 2014, and accrues interest at 8% per annum. The holder of the convertible note has the right from 180 days after the issuance thereof until such time as the convertible note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock. The conversion price is adjustable, based on a 42% discount to the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date, in each case subject to the note-holder not being able to beneficially own more than 9.99% of our outstanding common stock upon any conversion. | | | 962,310 | | | | | | | | | | | | | | | | | |
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On July 23, 2013, Wild Craze, Inc. (the “Company”) closed a Credit Agreement (the “Credit Agreement”) by and among the Company, Wild Creations, Inc. and SnapTagz LLC (the “Borrowers”) and TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership, as lender (“TCA”). Pursuant to the Credit Agreement, TCA agreed to loan the Company up to a maximum of $2 million for general operating expenses. An initial amount of $300,000 was funded by TCA at the closing of the Credit Agreement. Any increase in the amount extended to the Borrowers shall be at the discretion of TCA. TCA may convert all or any portion of the outstanding principal, accrued and unpaid interest, and any other sums due and payable under the Revolving Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest daily volume weighted average price of the Company’s common stock during the five trading days immediately prior to such applicable conversion date, in each case subject to TCA not being able to beneficially own more than 4.99% of our outstanding common stock upon any conversion. | | | 2,426,146 | | | | | | | | | | | | | | | | | |
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In August 2013 the Company issued a convertible note in the principal amount of $63,000 to an investor. The convertible note has a term of nine months, maturing May 30, 2014, and accrues interest at 8% per annum. The holder of the convertible note has the right from 180 days after the issuance thereof until such time as the convertible note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock. The conversion price is adjustable, based on a 42% discount to the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date, in each case subject to the note-holder not being able to beneficially own more than 9.99% of our outstanding common stock upon any conversion. | | | 891,552 | | | | | | | | | | | | | | | | | |
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Stock options, with exercise price of $0.75 per share | | | 30,000 | | | | | | | | | | | | | | | | | |
Liability to be settled in stock | | | 285,000 | | | | | | | | | | | | | | | | | |
Total common stock equivalents | | | 5,640,264 | | | | | | | | | | | | | | | | | |
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Since the Company reflected a net loss for the three and nine months ended September 30, 2013, the inclusion of any common stock equivalents, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented. |
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The Company had the following potential common stock equivalents at December 31, 2012: | | | | | | | | | | | | | | | | | | | |
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On January 23, 2012, the Company issued a senior secured convertible promissory note in the principal amount of $102,259 (the “Note”) in favor of Omega Global Enterprises, LLC, a Delaware limited liability company (“Omega”). The Note is due on demand and bears interest at a rate of twelve percent (12%) per annum. The Note is convertible into shares of the Company’s common stock at a price equal to the average of the immediately preceding three volume weighted average prices prior to receipt by the Company of a notice of conversion delivered by the holder. On February 24, 2012, Omega advanced the Company $50,000 and on March 2, 2012 the note was amended and the note principal was increased to $152,259. | | | 10,722,465 | | | | | | | | | | | | | | | | | |
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Liability to be issued in stock | | | 712,500 | | | | | | | | | | | | | | | | | |
Total common stock equivalents | | | 11,434,965 | | | | | | | | | | | | | | | | | |
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Since the Company reflected a net loss in 2012, the inclusion of any common stock equivalents, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented. |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements |
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On July 18, 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, except as follows. The unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets to the extent (a) a net operating loss carry forward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or (b) the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax assets for such purpose. The amendments in ASU 20103-11 are effective prospectively for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on our financial position, results of operations or cash flows. |
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Management does not believe there would have been a material effect on the accompanying financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period. |