Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 06, 2013 | Jun. 30, 2012 | |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'VIPER POWERSPORTS INC | ' | ' |
Entity Central Index Key | '0001337213 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Trading Symbol | 'VPWI | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 52,182,639 | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-12 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2012 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $12,002,007 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2012 | Dec. 31, 2011 | |
ASSETS | ' | ' | |
Cash | $94,686 | $27,896 | |
Accounts receivable | 29,493 | 8,803 | |
Inventory and supplies | 1,010,141 | 523,174 | |
Prepaid expenses and other assets | 1,324,824 | 101,602 | |
Total current assets | 2,459,144 | 661,475 | |
Fixed assets: | ' | ' | |
Office and computer equipment | 96,733 | 96,733 | |
Manufacturing and development equipment | 545,235 | 242,835 | |
Vehicles | 278,507 | 248,937 | |
Leasehold improvements | 63,363 | 63,363 | |
Subtotal | 983,838 | 651,868 | |
Accumulated depreciation | -311,682 | -140,715 | |
Total fixed assets | 672,156 | 511,153 | |
Other assets: | ' | ' | |
Rental deposit and other | 14,200 | 13,400 | |
Deferred financing cost | 2,035,767 | [1] | 0 |
Intangibles | 362,904 | 0 | |
Total other assets | 2,412,871 | 13,400 | |
Total assets | 5,544,171 | 1,186,028 | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' | |
Accounts payable | 174,144 | 222,319 | |
Accrued liabilities | 158,208 | 205,091 | |
Notes payable, less discount of $114,611 | 5,735,141 | 233,621 | |
Notes payable - related party | 212,000 | 175,111 | |
Current portion of long-term liabilities | 0 | 100,000 | |
Total current liabilities | 6,279,493 | 936,142 | |
Long-term liabilities | ' | ' | |
Note payable | 0 | 170,000 | |
Total long-term liabilities | 0 | 170,000 | |
Total liabilities | 6,279,493 | 1,106,142 | |
Stockholders' equity (deficit) | ' | ' | |
Preferred stock; $0.001 par value; 20,000,000 shares authorized, 0 and 1,386,469 issued and outstanding, respectively | 0 | 1,386 | |
Common stock; $0.001 par value; 100,000,000 shares authorized, 52,182,637 and 28,692,252 issued and outstanding, respectively | 52,183 | 28,692 | |
Additional paid-in capital | 46,084,232 | 40,812,394 | |
Accumulated deficit | -46,871,737 | [1] | -40,762,586 |
Total stockholders' equity (deficit) | -735,322 | 79,886 | |
Total liabilities and stockholders' equity (deficit) | $5,544,171 | $1,186,028 | |
[1] | The pro forma is intended to reflect the Company going forward. Debt issuance costs have been adjusted to zero to reflect the result of the settlement. |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
Notes payable, discount | $114,611 | $114,611 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 1,386,469 |
Preferred stock,shares outstanding | 0 | 1,386,469 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 52,182,637 | 28,692,252 |
Common stock, shares outstanding | 52,182,637 | 28,692,252 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Revenues (net of returns) | $611,797 | $165,209 |
Cost of revenues | 660,165 | 165,538 |
Gross profit | -48,368 | -329 |
Operating expenses | ' | ' |
Research and development costs | 331,936 | 69,585 |
Selling, general and administrative | 3,093,497 | 3,212,118 |
Total operating expenses | 3,425,433 | 3,281,703 |
Loss from operations | -3,473,801 | -3,282,032 |
Other income (expense) | ' | ' |
Interest expense | -1,222,772 | -59,444 |
Accretion of debt discount | -474,977 | -83,304 |
Beneficial conversion features | 0 | -227,419 |
Financing cost relating to debt discount | -747,886 | -183,566 |
Inventory impairment | -189,724 | 0 |
Other income | 9 | 2,905 |
Total other income (expense) | -2,635,350 | -550,828 |
Deemed dividend of preferred stock | 0 | -338,508 |
Net loss attributed to common shareholders | ($6,109,151) | ($4,171,368) |
Loss per common share - basic and diluted (in dollars per share) | ($0.12) | ($0.19) |
Weighted average common shares outstanding - basic and diluted (in shares) | 51,799,305 | 20,493,779 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficit) (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2010 | ($23,630) | $0 | $17,719 | $36,549,869 | ($36,591,218) |
Balance (in shares) at Dec. 31, 2010 | ' | 0 | 17,719,280 | ' | ' |
Common stock for cash and conversion of debt | 736,393 | ' | 5,978 | 730,415 | ' |
Common stock for cash and conversion of debt (in shares) | ' | ' | 5,978,000 | ' | ' |
Common stock for services | 1,201,342 | ' | 4,995 | 1,196,347 | ' |
Common stock for services (in shares) | ' | ' | 4,994,972 | ' | ' |
Preferred stock for cash and conversion of debt | 1,039,851 | 1,386 | ' | 1,038,465 | ' |
Preferred stock for cash and conversion of debt (in shares) | ' | 1,386,469 | ' | ' | ' |
Beneficial conversion features | 258,799 | ' | ' | 258,799 | ' |
Stock warrants issued with common shares | 280,094 | ' | ' | 280,094 | ' |
Stock warrants for services | 179,443 | ' | ' | 179,443 | ' |
Stock warrants issued with debt | 240,454 | ' | ' | 240,454 | ' |
Deemed preferred dividend | 0 | ' | ' | 338,508 | -338,508 |
Net loss | -3,832,860 | ' | ' | ' | -3,832,860 |
Balance at Dec. 31, 2011 | 79,886 | 1,386 | 28,692 | 40,812,394 | -40,762,586 |
Balance (in shares) at Dec. 31, 2011 | ' | 1,386,469 | 28,692,252 | ' | ' |
Common stock for cash and conversion of debt | 3,325,008 | ' | 15,622 | 3,309,386 | ' |
Common stock for cash and conversion of debt (in shares) | ' | ' | 15,620,796 | ' | ' |
Common stock for services | 1,030,748 | ' | 2,670 | 1,028,078 | ' |
Common stock for services (in shares) | ' | ' | 2,670,333 | ' | ' |
Preferred stock converted to common stock | 0 | -1,386 | 5,199 | -3,813 | ' |
Preferred stock converted to common stock (in shares) | ' | -1,386,469 | 5,199,256 | ' | ' |
Stock warrants for services | 282,099 | ' | ' | 282,099 | ' |
Stock warrants issued with debt | 97,500 | ' | ' | 97,500 | ' |
Stock warrants issued with debt conversion | 97,500 | ' | ' | 97,500 | ' |
Accretion of debt discount | 461,088 | ' | ' | 461,088 | ' |
Net loss | -6,109,151 | ' | ' | ' | -6,109,151 |
Balance at Dec. 31, 2012 | ($735,322) | $0 | $52,183 | $46,084,232 | ($46,871,737) |
Balance (in shares) at Dec. 31, 2012 | ' | 0 | 52,182,637 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($6,109,151) | ($3,832,860) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 223,063 | 46,158 |
Common stock and warrants issued for compensation and expenses | 1,030,748 | 1,380,785 |
Amortization of debt discount and beneficial conversion feature | 1,222,863 | 494,289 |
Impairment loss-inventory and fixed assets | 174,000 | 75,802 |
Common stock issued to convert debt | 0 | 75,000 |
Changes in operating assets and liabilities: | ' | ' |
Increase in accounts receivable, net of bad debts | -20,690 | -7,473 |
Increase in inventory and supplies, net of obsolescence | -660,967 | -144,893 |
Increase in prepaids and other | -1,244,022 | -110,992 |
Decrease (increase) in accounts payable | -10,514 | 89,807 |
Decrease in accrued liabilities | -26,797 | -4,204 |
Net cash used in operating activities | -5,421,467 | -1,938,581 |
Cash flows from investing activities: | ' | ' |
Purchase of intellectual property | -415,000 | 0 |
Purchase of fixed assets | -331,968 | -308,592 |
Net cash provided used in investing activities | -746,968 | -308,592 |
Cash flows from financing activities: | ' | ' |
Proceeds from sale of preferred stock | 0 | 613,465 |
Proceeds from sale of common stock | 525,000 | 892,871 |
Proceeds from note payable | 5,477,641 | 690,000 |
Proceeds from note payable - related parties | 556,000 | 202,000 |
Payments on note payable | -15,000 | -59,000 |
Debt Discounts | -114,611 | 0 |
Payments for loan costs | 86,194 | -55,333 |
Payment on notes payable - related party | -280,000 | -24,513 |
Net cash provided by (used in) financing activities | 6,235,224 | 2,259,490 |
Net change in cash and cash equivalents | 66,789 | 12,317 |
Cash, beginning of period | 27,896 | 15,579 |
Cash, end of period | 94,686 | 27,896 |
Supplemental Non-Cash Financing Activities and Cash Flow Information: | ' | ' |
Stock warrants issued with short-term loans | 0 | 75,000 |
Stock warrants as prepaid finder's fee | 0 | 100,000 |
Common Stock issued for conversion | 3,066,586 | 0 |
Inventory transferred to fixed assets | 0 | 168,108 |
Common Stock [Member] | ' | ' |
Supplemental Non-Cash Financing Activities and Cash Flow Information: | ' | ' |
Capital stock issued for debt | 1,030,748 | 325,000 |
Preferred Stock [Member] | ' | ' |
Supplemental Non-Cash Financing Activities and Cash Flow Information: | ' | ' |
Capital stock issued for debt | $0 | $425,000 |
NATURE_OF_BUSINESS_AND_SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||
Dec. 31, 2012 | |||||||||||
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' | ||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | ' | ||||||||||
1 | NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||
As used herein, the term “the Company” refers to “Viper Powersports Inc.”, and its wholly-owned subsidiaries, unless the context indicates otherwise. | |||||||||||
Viper Powersports Inc. was incorporated in Nevada in 1980 under a different name, and was inactive for years. On March 31, 2005 the Company was recapitalized through a merger with Viper Motorcycle Company, a Minnesota corporation. The former shareholders of Viper Motorcycle Company acquired 93.5% of the capital stock of Viper Powersports Inc. in exchange for all of the capital stock of Viper Motorcycle Company. This transaction was effected as a reverse merger for financial statement and operational purposes, and accordingly Viper Powersports Inc. regards its inception as being the incorporation of Viper Motorcycle Company on November 18, 2002. (See Note 4 - Recapitalization). Upon completion of this reverse merger, Viper Motorcycle Company became a wholly-owned subsidiary of Viper Powersports Inc. | |||||||||||
The stock exchange in this reverse merger was effected on a one-for-one basis, resulting in each shareholder of Viper Motorcycle Company receiving the same number and type of capital stock of Viper Powersports Inc. which they held in Viper Motorcycle Company prior to the merger. | |||||||||||
Viper Performance Inc., also a wholly-owned subsidiary of Viper Powersports Inc., was incorporated in Minnesota in March 2005 for the purpose of receiving and holding engine development technology and related assets acquired by Viper Powersports Inc. These assets were acquired from Thor Performance Inc., a Minnesota corporation in March 2005 in exchange for 749,144 shares of common stock of Viper Powersports Inc. (See Note 3 - Purchase of Engine Development Technology.) | |||||||||||
PMFR, Inc. was incorporated by us in April 2012 as a wholly-owned Minnesota corporation. It was organized for the acquisition of Precision Metal Fab Racing’s assets (Note 12). The subsidiary was formed to produce high quality chassis and suspension and other components and parts, many of which are CAD designed and CNC machined from high-grade billet aluminum stock. | |||||||||||
The Company has started commercial marketing with production and commercial shipments of our motorcycles. The Company facility is located in Auburn, Alabama in a 63,000 sq ft plant which will allow us to grow based on our forecasted production schedule. | |||||||||||
Going Concern – The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has incurred an accumulated deficit of $46,871,737 since inception, and currently has limited sales which raises substantial doubt about is ability to continue as a going concern. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the production of its motorcycles. Management has plans to seek additional capital through private placements of its capital stock. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. | |||||||||||
On April 24, 2012, Viper Motorcycle Company (“VMC”), as Borrower and being a wholly owned subsidiary of registrant Viper Powersports Inc., entered into a Loan and Security Agreement (the “Loan Agreement”) with Precious Capital LLC, of New York City, as Lender. On February 13, 2013, Precious Capital LLC issued a default notice related to Loan Agreement. On March 5, 2013, the Company and Precious Capital LLC have agreed to liquidate in lieu of foreclosure its VMC and PMFR subsidiaries. (Note 13) The above transactions were completed on June 17, 2013 | |||||||||||
The Company, with its remaining subsidiary Viper Performance, Inc. is restructuring itself to develop and market high-performance after-market accessories. | |||||||||||
Principles of Consolidation – The consolidated financial statements include the accounts of Viper Powersports Inc. and its wholly-owned subsidiaries, Viper Motorcycle Company, PMFR Inc. and Viper Performance Inc. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||||
Use of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and 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 that could change in the near term are warrants, inventory obsolescence and impairment. | |||||||||||
Loss Per Share – Basic and diluted net loss per common share is computed using the net loss applicable to common shareholders and the weighted average number of shares of common stock outstanding. Diluted net loss per common share does not differ from basic net loss per common share since potential shares of common stock from conversion of debt and the exercise of warrants and options are anti-dilutive for all periods presented. The fully diluted shares would be 51,799,305. | |||||||||||
Cash and Cash Equivalents - Cash and cash equivalents consist of highly liquid investments, with original maturities of three months or less. From time to time, these cash accounts may exceed federally insured limits. | |||||||||||
Accounts Receivable - Accounts Receivable are due in 90 days and no interest is charged on account balances. The Company reviews all receivable balances for risk of loss, and as of Dec 31, 2012 and Dec 31, 2011, there was no allowance for doubtful accounts. | |||||||||||
Inventories – Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method (FIFO). Demonstration motorcycles are stated at manufacturing cost and reserves are recorded to state the demonstration motorcycles at net realizable value. For the year ended December 31, 2012, the Company has recorded an inventory impairment of approximately $174,000. | |||||||||||
The Company reviews inventory for obsolescence and excess quantities to determine that items deemed obsolete or excess are appropriately reserved. Components of inventory at December 31, 2012 are as follows; | |||||||||||
VMC | PMFR | Total | |||||||||
Build components | 374,498 | 0 | 374,498 | ||||||||
Finished goods | 362,854 | 262,789 | 625,643 | ||||||||
737,352 | 262,789 | 1,000,141 | |||||||||
Less inventory reserve | 10,000 | 0 | 10,000 | ||||||||
747,352 | 262,789 | 1,010,141 | |||||||||
Property and Equipment – Property and equipment are stated at cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets, which are 3 to 7 years. Leasehold improvements are amortized straight line over the shorter of the lease term or estimated useful life of the asset. For the year ended December 31, 2012 the Company recorded depreciation expense of $223,063. | |||||||||||
Impairment of Long Lived Assets – The Company reviews long-lived assets for impairment annually or more frequently if the occurrence of events or changes in circumstances indicates that the carrying amount of the assets may not be fully recoverable or the useful lives of the assets are no longer appropriate. Each impairment test is based on a comparison of the carrying amount of an asset to future net undiscounted cash flows. If impairment is indicated, the asset is written down to its estimated fair value on a discounted cash flow basis. No impairment was recognized as of December 31, 2012 and 2011. | |||||||||||
Revenue Recognition – The Company conducts its sales through a network of independent dealers, and the Company recognizes revenue for sales to dealers after the following has taken place: | |||||||||||
⋅ | The sales price is fixed or determinable; | ||||||||||
⋅ | Motorcycle products are delivered, which is upon shipment; | ||||||||||
⋅ | Title to products passes to the dealer, also upon shipment; and | ||||||||||
⋅ | Collection is reasonably assured. | ||||||||||
Return Policy - The Company has an establish dealer network throughout the United States. All states have specific laws relating to motor vehicles sales to dealers and returns. These return laws vary from state to state and have to be reviewed on a state by state basis. The Company has not established a return allowance, as all vehicle sold to dealers have been sold at retail. In the event that any returns may happen, the Company must approval all returns when applicable within applicable state laws and as of December 31, 2012, there is no return allowance recorded | |||||||||||
Warranty – The Company provides warranty coverage for its motorcycles with unlimited miles within a one year period from date of purchase, including parts and labor necessary to repair the motorcycle during the warranty period. | |||||||||||
A provision for the costs related to warranty expense will be recorded as a charge to cost of goods sold when revenue is recognized. The estimated warranty cost will be based on industry averages and the stage of production life cycle of the Company’s motorcycles. The warranty reserve will be evaluated on an ongoing basis to ensure its adequacy. The liability exposure is generally based on using an industry average of ten percent (10%) for the motorcycle sales for the reporting period. | |||||||||||
Warranty information is detailed in the following table: | |||||||||||
December 31,2012 | December 31, 2011 | ||||||||||
Beginning balance | $ | 31,832 | $ | 28,996 | |||||||
Addition to Reserve | 1,025 | 3,362 | |||||||||
Warranty payments | -1,025 | -496 | |||||||||
Ending balance | $ | 31,832 | $ | 31,832 | |||||||
Research and Development – Research and development costs are expensed as incurred. Assets that are required for research and development activities, and have alternative future uses, in addition to its current use, are included in equipment and depreciated over their estimated useful lives. Research and development costs consist primarily of salaries and other compensation for development and engineering personnel, contract engineering and development costs for outsourced projects, equipment and material costs for development activities, and expenses for regulatory compliance and certifications. | |||||||||||
Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred income taxes, if any, are recognized for the difference between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred income taxes, if any, will be recorded at the tax rates expected to be in effect when amounts are to be included in future taxable income. A valuation allowance is recorded to reduce the deferred tax assets to the amounts believed to be realizable. Due to the uncertainty regarding the Company’s future profitability, the future tax benefits of its net operating losses (NOL) have been fully reserved and no net tax benefit has been recorded in these financial statements. Cumulative NOL’s at December 31, 2012 of approximately $36,000,000 begin to expire in 2022. Deferred tax assets of approximately $15,300,000 have been offset completely by a valuation allowance. There are no other significant components of deferred tax assets or liabilities. | |||||||||||
Fair Value of Financial Instruments – The carrying values of balance sheet financial instruments approximates their fair values as the debt and assets were incurred and acquired recently. These financial instruments include cash, accounts receivable, accounts payable, accrued liabilities, notes payables and indebtedness to related parties. Management is of the opinion that the Company is not exposed to significant interest, credit or currency risks arising from these financial instruments. | |||||||||||
Stock Options and Stock Based Compensation | |||||||||||
The Company accounts for equity instruments issued to non-employees for services and goods under Accounting Standard Codification Topic 505.50; Emerging Issues Task Force (“EITF”) 96-18 (Accounting for Equity Instruments Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods and Services); and EITF 00-18 (Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to other than Employees.) Generally, the equity instruments issued for services or goods are for common shares or common stock purchase warrants. These shares or warrants are fully vested, non-forfeitable and fully paid or exercisable at the date of grant and require no future performance commitment by the recipient. The Company expenses the fair market value of these securities over the period in which the Company receives the related services. | |||||||||||
Recently Issued Accounting Pronouncements | |||||||||||
In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” This ASU requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU No. 2011-11 will be applied retrospectively and is effective for annual and interim reporting periods beginning on or after January 1, 2013. The adoption of this ASU is not expected to have a material impact on the Company’s disclosures to the consolidated financial statements. | |||||||||||
In October 1012, FASB issued ASU No. 2012-02, “Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” This ASU simplifies the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill. ASU No. 2012-02 will be effective for annual and interim impairment tests performed after September 15, 2012. The adoption of this ASU is not expected to have a material impact on the Company’s disclosures to the consolidated financial statements. | |||||||||||
No other recently issued pronouncements are expected to have a material impact on the Company’s financial reporting. | |||||||||||
Reclassification: | |||||||||||
Certain items for 2011 have been reclassified to conform to the 2012 presentation. | |||||||||||
EQUITY_FINANCING_AGREEMENTS
EQUITY FINANCING AGREEMENTS | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Equity [Abstract] | ' | ||||
Equity Financing Agreement Disclosure [Text Block] | ' | ||||
2 | EQUITY FINANCING AGREEMENTS | ||||
Following are all equity security transactions during the year ended December 31, 2012 involving sales not registered under the Securities Act of 1933: | |||||
Loan Transactions | |||||
2011 | |||||
The Company entered into nine (9) 60-day loan agreements from January through December 31, 2011. The total of the loans amounted to $425,000. The loans carry interest rates ranging from 10% to 12%. Each agreement also required the Company to issue 650,000 warrants to purchase shares of common stock at $.50 per share. The relative fair value method was used to allocate the proceeds between the warrants and the loans. The resulting debt discounts were then accreted over the life of the loans. All of these loans were subsequently converted into Convertible Preferred Stock at which time the unamortized discount was expensed. There was no interest paid on the loans as they were immediately converted to the Convertible Preferred Stock upon receipt of payment. See Preferred Stock Transaction listed below. | |||||
On July 27, 2011, the Company entered into a two-year loan agreement with the Industrial Development Board of the City of Auburn, Alabama. The $200,000 loan was used to purchase new equipment. As of December 31, 2012 and 2011 the total outstanding balance was $200,000. The new equipment will be used as collateral for the loan agreement. The loan carries a 3.25% interest rate payable in quarterly payments. On July 27, 2012, the Industrial Development Board gave a six month extension on first payment. The Industrial Development Board issue a default notice in January 27, 2013 for lack of payment due. A payment of $100,000 was paid on March 7, 2013 to clear the default and the final payment was made on June 24, 2013 Interest paid during 2011 was $2,738 and $6,560 during 2012. | |||||
On September 19, 2011, the Company entered into a Convertible Promissory Note with Asher Enterprises, Inc. an independent third party, with a principal amount of $65,000. The term of the Note is nine months and the Note carries an 8% interest rate per annum, compounded annually. If the Note remains unpaid after one hundred and eighty (180) days from the Issue date, the holder has the option to convert the principal and accrued interest into shares of our Company stock at a conversion price equal to 58% of the “trading price” as described in the Note. In accordance with ASC 470-20-30, the calculated beneficial conversion feature is in excess of the value of the debt, therefore the beneficial conversion feature is equal to the debt and would be amortized over the life of the note These proceeds from this loan were used for both the purchase of inventory as well as Company operations. The Company accrued interest in the amount of $1,516 in 2011 and $1,084 in 2012. On March 15, 2012, the Company repaid the Convertible Promissory the principal amount of $65,000, accrued interest of $46,889 and prepayment option fees. Since the loan was paid-off before it reached it maturity, the remaining unamortized discount of $33,622 was fully expensed on the date of repayment | |||||
On October 2, 2011, the Company renegotiated a $200,000 short-term loan agreement with Venture Banks. The loan carries a 5.5% interest rate, calculated and payable monthly, with a balloon payment due October 2, 2012. The loan is collateralized by CD’s owned by David Palmund, an unrelated party, who has also filed a UCC lien on the Company’s assets. The loan was paid off on April 24, 2012. Interest paid in 2011 was $9,367 and $4,067 in 2012. | |||||
On November 21, 2011, the Viper Performance Company entered into a secured inventory financing agreement for $152,000 with two (2) shareholders. The loan carries a 12.0% annual interest rate, calculated and payable quarterly, with a balloon payment due June 2012. 500,000 warrants were issued to purchase common stock for $0.15 per share with the loan agreement as finance fees and resulted in a discount to the loan of $56,889. The loan is collateralized by inventory. The net loan value on 12/31/2011 was $95,111 and $152,000 on 12/31/2012 No interest was accrued in 2011 and $18,423 was expensed in 2012. | |||||
The Company entered into a non-interest bearing note with Mr Van Den Berg, a Director with the Company in April 2004 for $80,000. The total amounts due as of December 31, 2011 was $80,000. The note was paid in full on April 24, 2012. | |||||
In January 2011, Transactional Finance, LLC, as plaintiff, commenced a legal action against the Company, claiming that the Company owes the plaintiff $70,000 in principal relating to a Promissory Note executed by the Company in 2007. This note is non-interest bearing and no settlement has occurred in the action to date. The total balance outstanding as of December 31, 2012 and 2011 is $70,000 | |||||
2012 | |||||
The Company entered into various 180-day loan agreements for $100,000 each from January 1, 2012 through March 31, 2012 totaling $200,000. These loans are convertible at a conversion price of $.15 per share and carry a 12.0% interest rate. Each agreement also required the Company to issue 650,000 warrants to purchase the applicable number of shares of common stock at $.15 per share. The Company valued the warrants issued using the Black-Scholes model. The relative fair value method was used to allocate the proceeds between the warrants and the loans, resulting in a debt discount of $97,500, which is then accreted over the life of the loans. Any remaining unamortized debt discount at the time of conversion has been accreted as an expense. Interest expenses of $4,031was expensed and paid during 2012. The stock price on the date of issuance ranged between $.22 and $.25 per share and resulted in a beneficial conversion of approximately $161,000 which fully expensed upon the conversion of the notes. These loans were converted in April 2012 in exchange for approximately 2,000,000 shares of common stock | |||||
The Company entered into three (3) short-term loan agreements for a total of $214,000 with related parties from January 1, 2012 through March 31, 2012. The instruments are non-interest bearing. $60,000 was repaid in the second quarter of 2012 and the remaining $164,000 was converted to shares on April 24, 2012. | |||||
On April 24, 2012, Viper Motorcycle Company (“VMC”), as Borrower and being a wholly owned subsidiary of registrant Viper Powersports Inc., entered into a Loan and Security Agreement (the “Loan Agreement”) with Precious Capital LLC, of New York City, as Lender. The Loan Agreement provides funding through advances to VMC under a line of credit not to exceed $6,000,000, with interest on outstanding principal payable at an annual rate of 15% per annum. All outstanding principal of this loan and any accrued interest are due to Lender in full, thirty-six (36) months from the date of the Loan Agreement. The outstanding principal of this loan may be prepaid by VMC, in whole or in part, at any time. | |||||
* | Upon closing this loan, VMC received an initial loan advance of $2,500,000. The Loan Agreement required the funds from this initial advance to be used by VMC as follows: payment of outstanding debt of $280,000 including $80,000 owed to a director of the Company; payment of $640,000 to acquire the assets of Precision Metal Fab Racing (Note 12), a manufacturer and marketer of high performance motorcycle components based in suburban Minneapolis; prepaid payment of loan interest to the Lender of $375,000; payment of $330,000 to complete acquiring engine development IP technology from Ilmor; payment not to exceed $450,000 for manufacturing equipment and tooling; payment of $180,000 for loan brokerage commissions; payment not to exceed $128,000 for motorcycle components inventory and other immediate operational expenditures; and the balance for miscellaneous permitted expenditures including payment of professional and other expenses of VMC and the Lender related to this loan transaction and its closing. | ||||
* | Under the terms of the Loan Agreement, any further advances to VMC beyond the initial $2,500,000 shall be in the Lender’s sole and absolute discretion, and no advance may be requested by VMC after April 24, 2014. The loan terms also require that at no time shall the outstanding balance of this loan exceed a “Balancing Formula” as defined in the Loan Agreement, which formula approximates 60% of the values of certain defined tangible and intangible assets of VMC and the Company. | ||||
* | To provide the required collateral for this loan, both VMC and the Company entered into various security, pledge and guaranty agreements to guarantee payment to the Lender and secure the Lender with all tangible and intangible assets of VMC and the Company as set forth in the Loan Agreement and its supporting documents, including the Company’s 100% ownership of VMC. In addition, the future payment to the Lender of all outstanding principal and accrued interest of this loan was guaranteed unconditionally by the Chief Executive Officer and Chief Financial Officer of the Company. | ||||
* | The Loan Agreement also contains numerous representations, warranties and covenants of VMC, detailed terms for the opening and operation of certain banking Special Deposit Accounts as required by the Lender, default provisions and other standard loan contract provisions. | ||||
* | As an inducement to the Lender to make this loan to VMC, the Company issued a total of 9,694,128 unregistered shares of its common stock to the Lender, which common shares were offered and sold by the Company in reliance upon the exemption from registration set forth in Section 4(2) of the Securities Act of 1933, as amended. The value of these shares on date of issuance was $.27 per share resulting in a total cost of $2,617,415, whic was capitalized to deferred financing costs and will be amortized on a straight-line basis over the life of the loan as additional interest. | ||||
* | The Loan Agreement also provides that none of the common stock of the Company owned by the Lender or by the Chief Executive Officer and Chief Financial Officer of the Company can be sold or otherwise disposed of during the three-year term of this loan. | ||||
* | As of December 31, 2012, the outstanding balance on the loan was $5,203,053 with $248,199 in accrued interest. | ||||
On February 13, 2013, Precious Capital LLC issued a default notice related to Loan Agreement. The notice stated that a Balancing Default to the Agreement exists and provided for 10 business days to cure the issue before an Event of Default will occur. | |||||
On March 5, 2013, the Company announced that since receiving this default notice, the Company and Precious Capital LLC have agreed on the following, which has been approved by the Board of Directors of Viper Powersports Inc.: | |||||
* | The Company shall convey to Precious Capital LLC, subject to a purchase and sale agreement now being prepared, all of its ownership interest in its Viper subsidiary; | ||||
* | Precious Capital LLC shall apply a discount of $2,900,000 to the face value of the loan instrument prior to the transfer, | ||||
* | Precious Capital LLC shall indefeasibly release the Company from any and all of the Company’s liabilities and obligations under or in connection with the Loan, including release of the Company’s guarantee of the Loan; | ||||
* | Precious Capital LLC shall return to the Company all shares or other ownership interests in the Company conveyed to Precious Capital LLC in connection with the Loan; | ||||
* | Precious Capital LLC shall release any security interest it may have in any shares or other ownership interests in the Company that it may have in connection with the Loan; | ||||
* | Precious Capital LLC and Viper Powersports Inc. shall release each other from all obligations and liabilities in connection with the Loan; | ||||
* | Precious Capital LLC shall pay certain expenses for the Company to be agreed between Precious Capital LLC and Viper Powersports Inc. | ||||
* | (See note 13) | ||||
On December 1, 2012, the Company entered into a Convertible Promissory Note with Asher Enterprises, Inc. with a principal amount of $128,500. The term of the Note is nine months and the Note carries an 8% interest rate per annum, compounded annually. If the Note remains unpaid after one hundred and eighty (180) days from the Issue date, the holder has the option to convert the principal and accrued interest into shares of our Company stock at a conversion price equal to 58% of the “trading price” as described in the Note. These proceeds from this loan were used for both the purchase of inventory as well as Company operations. In accordance with ASC 470-20-30, the calculated beneficial conversion feature is in excess of the value of the debt, therefore the beneficial conversion feature is equal to the debt and would be amortized over the life of the note. As of December 31, 2012, the Company accrued $856 in interest related to this loan and the net loan value as of December 31, 2012 is $13,889. | |||||
Total interest for all debt instruments paid as of December 31, 2012 and 2011 were $59,444 and $952,555 | |||||
Total Maturity for Debt Outstanding as of December 31, 2012: | |||||
Total | |||||
31-Dec-13 | $ | 5,947,141 | |||
Total Debt | $ | 5,947,141 | |||
Common Stock Transactions | |||||
2011 | |||||
During the period of January through March, 2011, the Company issued to nine (9) shareholders, 908,000 shares of common stock under $.50 private placements and 688,000 warrants to purchase common stock at prices ranging from $1.00 to $0.50 per share for $454,000 in cash. The Company performed Black-Scholes valuations for each transaction, with an allocation of the proceeds applied to the warrants. The difference between the warrant allocation and the proceeds was allocated to the shares of common stock issued. See Note 4 for valuation of warrants issued. | |||||
During the period of January through March, 2011, the Company issued to three (3) shareholders, 4,134 shares of common stock. The stock prices were used to value the stock issued for services on each relevant date. | |||||
On March 31, 2011, the Company issued to eight (8) warrant holders, 337,500 warrants to purchase common stock at prices ranging from $2.00 to $0.50 per share for services performed. The Company performed a Black-Scholes valuation for each transaction, a warrant allocation of the proceeds applied to the warrants. (Note 4) | |||||
During the period of April through June, 2011, the Company issued to three (3) shareholders, 170,000 shares of common stock under $.50 private placements and 170,000 warrants issued to purchase common stock for $0.50 per share for $85,170 in cash. The Company performed Black-Scholes valuations for each transaction, with an allocation of the proceeds applied to the warrants. The difference between the warrant allocation and the proceeds was allocated to the shares of common stock issued. (Note 4) | |||||
During the period of April through June, 2011, the Company issued to four (4) shareholders, 280,000 shares of common stock. The stock prices were used to value the stock issued for services, on each relevant date. | |||||
During the period of July through September, 2011, the Company issued to two (2) shareholders, 300,000 shares of common stock under $.25 private placements for $75,000 in cash. | |||||
During the period of July through September, 2011, the Company issued to nine (9) shareholders, 3,855,000 shares of common stock for services. The value used was the market closing price on each applicable date. | |||||
During the period of October through December, 2011, the Company issued to twelve shareholders, 855,858 shares of common stock for services. The value used was the market closing price on each applicable date. | |||||
During the period of October through December, 2011, the Company issued to ten (10) shareholders, 3,500,000 shares of common stock under $.15 private placements along with 168,840 warrants to purchase common stock at prices ranging from $1.25 to $0.40 per share for $525,000 in cash. | |||||
2012 | |||||
During the three months ended March 31, 2012, the Company issued 500,000 shares of common stock to one accredited investor for $135,000 of services recorded as an expense in general and administrative. The market closing price on this date was used to value the stock issued for services. | |||||
During the three months ended June 30, 2012, the Company issued 532,000 shares of common stock to three accredited investors for $149,640 of services recorded as an expense in general and administration. The market closing price on this date was used to value the stock issued for services. | |||||
As an inducement to Precious Capital LLC to make the loan (see detail above) to Viper Motorcycle Company, the Company issued a total of 9,694,128 unregistered shares of its common stock to Precious Capital LLC, which common shares were offered and sold by the Company in reliance upon the exemption from registration set forth in Section 4(2) of the Securities Act of 1933, as amended. | |||||
As an inducement to three accredited investors to convert their notes, on April 24, 2012 the Company issued 1,255,000 shares of common stock for a value of $414,150. The conversion rates on these three loans were less than the actual stock price on the date of conversion. As a result, the Company recorded an additional $148,000 of expense for the beneficial conversion of these notes. | |||||
During the three months ended September 30, 2012, the Company issued 383,333 shares of common stock to two accredited investors for $80,500 of services recorded as an expense in general and administration. The market closing price on this date was used to value the stock issued for services. | |||||
Preferred Stock Transactions | |||||
2011 | |||||
During the period of April through June, 2011, the Company issued to 22 shareholders, 1,353,135 shares of preferred stock under $.75 private placements and 750,000 warrants issued to purchase common stock for $0.50 per share for $589,852 in cash and $425,000 of converted loans. The Company performed Black-Scholes valuations for each transaction, with an allocation of the proceeds applied to the warrants. The difference between the warrant allocation and the proceeds was allocated to the shares of preferred stock issued. | |||||
During the period of July through September, 2011, the Company issued one (1) shareholder, 33,334 shares of preferred stock under $.75 private placements and 50,000 issued warrants to purchase common stock for $0.50 per share for $50,000 in cash. The Company performed Black-Scholes valuations for the transaction, with an allocation of the proceeds applied to the warrants. The difference between the warrant allocation and the proceeds was allocated to the shares of preferred stock issued. | |||||
Warrants for Services | |||||
2011 | |||||
There were no warrant transactions for services in 2011. | |||||
2012 | |||||
During the three months ended March 31, 2012, the Company issued 100,000 warrants for shares of common stock for $27,971 of services recorded as an expense in general and administration. The warrants held terms of 10 years with an exercise price are $0.50. The Company valued the warrants issued using the Black-Scholes model. | |||||
During the three months period ended June 30, 2012, the Company issued 1,359,550 warrants for shares of common stock for $313,133 of services recorded as an expense in general and administration. 650,000 of the warrants held terms of three years with an exercise price are $0.15. 70,000 of the warrants held terms of ten years with an exercise price are $0.50. 639,550 of the warrants held terms of ten years with an exercise price are $0.30. The Company valued the warrants issued using the Black-Scholes model. | |||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | |
Dec. 31, 2012 | ||
Related Party Transactions [Abstract] | ' | |
Related Party Transactions Disclosure [Text Block] | ' | |
3 | RELATED PARTY TRANSACTIONS | |
On April 24, 2012, the Company repaid Mr. Van Den Berg, a current Director, an $80,000 loan. The loan is an non-interest bearing note, dated April 2004 and was carried on the Company’s 12/31/2011 Balance Sheet at $80,000. | ||
On April 24, 2012, Viper Motorcycle Company (“VMC”), as Borrower and being a wholly owned subsidiary of registrant Viper Powersports Inc., entered into a Loan and Security Agreement (the “Loan Agreement”) with Precious Capital LLC, of New York City, as Lender. The Loan Agreement provides funding through advances to VMC under a line of credit not to exceed $6,000,000, with interest on outstanding principal payable at an annual rate of 15% per annum. All outstanding principal of this loan and any accrued interest are due to Lender in full, thirty-six (36) months from the date of the Loan Agreement. The outstanding principal of this loan may be prepaid by VMC, in whole or in part, at any time. (Note 2) | ||
COMMON_STOCK_WARRANTS_AND_OPTI
COMMON STOCK WARRANTS AND OPTIONS | 12 Months Ended | |||||||||||||
Dec. 31, 2012 | ||||||||||||||
Warrants And Options Note Disclosure [Abstract] | ' | |||||||||||||
Schedule Of Warrants And Options [Text Block] | ' | |||||||||||||
4 | COMMON STOCK WARRANTS AND OPTIONS | |||||||||||||
Warrants – The Company has warrants outstanding for the purchase of a total of 8,883,863 shares of our common stock, all of which are exercisable anytime until their respective expiration dates. The Company performed Black-Scholes valuations for the transaction when issued, with an allocation of the proceeds applied to the warrants. | ||||||||||||||
Warrants to | Common Share | Term | Expiration | |||||||||||
Purchase | Strike Price | Date | ||||||||||||
830,000 | $ | 1 | 3 year | November 2013 to December 2013 | ||||||||||
37,500 | $ | 4 | 5 year | January 2013 to March 2013 | ||||||||||
62,500 | $ | 0.5 | 5 year | November 2014 to December 2014 | ||||||||||
100,000 | $ | 0.5 | 3 year | Mar-14 | ||||||||||
10,000 | $ | 2 | 5 year | Nov-14 | ||||||||||
500,000 | $ | 0.15 | 3 year | Dec-14 | ||||||||||
550,000 | $ | 0.5 | 5 year | January 2015 to December 2015 | ||||||||||
1,373,980 | $ | 1 | 5 year | January 2015 to December 2015 | ||||||||||
50,000 | $ | 2 | 5 year | May-15 | ||||||||||
1,330,000 | $ | 0.15 | 3 year | January 2015 to April 2015 | ||||||||||
1,538,000 | $ | 0.5 | 5 year | January 2016 to December 2016 | ||||||||||
320,000 | $ | 1 | 5 year | January 2016 to December 2016 | ||||||||||
37,500 | $ | 2 | 5 year | January 2016 to December 2016 | ||||||||||
400,625 | $ | 0.4 | 10 year | Dec-20 | ||||||||||
90,000 | $ | 0.5 | 10 year | Dec-20 | ||||||||||
232,734 | $ | 0.75 | 10 year | Dec-20 | ||||||||||
203,467 | $ | 1 | 10 year | Dec-20 | ||||||||||
223,000 | $ | 1.25 | 10 year | Dec-20 | ||||||||||
16,167 | $ | 3 | 10 year | Dec-20 | ||||||||||
42,000 | $ | 0.4 | 10 year | Dec-21 | ||||||||||
18,000 | $ | 0.5 | 10 year | Dec-21 | ||||||||||
26,240 | $ | 0.75 | 10 year | Dec-21 | ||||||||||
36,000 | $ | 1 | 10 year | Dec-21 | ||||||||||
46,600 | $ | 1.25 | 10 year | Dec-21 | ||||||||||
170,000 | $ | 0.5 | 10 year | January 2022 to April 2022 | ||||||||||
639,550 | $ | 0.3 | 10 year | May-22 | ||||||||||
The following is a summary of the Company’s stock warrants outstanding as of December 30, 2012. | ||||||||||||||
Warrants outstanding | 2012 | 2011 | ||||||||||||
Range of exercise price | $ | 0.15 to 4.00 | $ | 0.15 to 4.00 | ||||||||||
Number warrants outstanding | 8,883,863 | 6,775,563 | ||||||||||||
Weighted average remaining contractual life (in years) | 4.25 years | 4.59 years | ||||||||||||
Weighted average exercise price, warrants outstanding | $ | 0.63 | $ | 0.76 | ||||||||||
Term | Three to ten years | Three to ten years | ||||||||||||
Volatility | 213 to 250 | % | 213 to 250 | % | ||||||||||
Dividend | 0 | % | 0 | % | ||||||||||
Warrants exercisable | ||||||||||||||
Number warrants exercisable | 8,883,863 | 6,775,563 | ||||||||||||
Weighted average exercise price, warrants exercisable | $ | 0.63 | $ | 0.76 | ||||||||||
Stock Options – There are no outstanding options. | ||||||||||||||
COMMON STOCK WARRANTS AND OPTIONS | ||||||||||||||
Options | Warrants | |||||||||||||
12/31/12 | 12/31/11 | 12/31/12 | 12/31/11 | |||||||||||
Beg Bal | 0 | 31,250 | 6,775,563 | 4,142,733 | ||||||||||
Issued | 0 | 0 | 2,139,550 | 2,632,830 | ||||||||||
Exercised | 0 | 0 | 0 | 0 | ||||||||||
Cancelled | 0 | -31,250 | -31,250 | 0 | ||||||||||
End Bal | 0 | 0 | 8,883,863 | 6,775,563 | ||||||||||
Exercisable | 0 | 0 | 8,883,863 | 6,775,563 | ||||||||||
LEASING_ACTIVITIES
LEASING ACTIVITIES | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Leases [Abstract] | ' | ||||
Leases of Lessee Disclosure [Text Block] | ' | ||||
5 | LEASING ACTIVITIES | ||||
On July 27, 2011, the Company and Industrial Development Board of the City of Auburn, Alabama renegotiated its operating lease for the Auburn, Alabama facility. The term of the lease is for one hundred and twenty (120) months with a starting date of November 1, 2011. Total operating lease payments for 2012 was $130,143. Lease payments for 2013 are $200,784. The lease payment, starting in November 2013 will be recalculated based on the City of Auburn’s cost of debt service. | |||||
Minimum lease payments are as follows: | |||||
For the years ending December 31, | Operating Lease | ||||
2013 | $ | 200,784 | |||
2014 | 200,784 | ||||
2015 | 200,784 | ||||
2016 | 200,784 | ||||
2017 | 200,784 | ||||
Total | $ | 1,003,920 | |||
SHAREHOLDERS_EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended | |
Dec. 31, 2012 | ||
Statement of Stockholders Equity [Abstract] | ' | |
Stockholders Equity Note Disclosure [Text Block] | ' | |
6 | SHAREHOLDERS’ EQUITY | |
Preferred Stock | ||
The Company has authorized 20,000,000 shares of preferred stock with par value of $.001 per share. | ||
2011 | ||
During 2011, the Company issued to 23 shareholders, 1,386,468 shares of preferred stock under $.75 private placements and 800,000 warrants issued to purchase common stock for $0.50 per share for $589,852 in cash and $475,000 of converted loans. The Company performed Black-Scholes valuations for each transaction, with an allocation of the proceeds applied to the warrants. The difference between the warrant allocation and the proceeds was allocated to the shares of preferred stock issued. There was 1,386,468 Preferred Shares outstanding on December 31, 2011. | ||
2012 | ||
During the year 2012, all 1,386,468 Preferred Shares were converted in to Common Shares at a rate of $3.75 per share which resulted in the issuance of 5,199,256 common shares upon this conversion. There were no Preferred Shares outstanding on December 31, 2012. | ||
Common Stock | ||
2011 | ||
The Company had stock sales to accredited investors during fiscal 2011 of 3,500,000 common shares for total proceeds of $525,000 in cash, 1,378,000 common shares for debt conversion value of $614,170 and 4,914,662 common shares exchange for services valued at $2,136,583. | ||
2012 | ||
The Company had stock sales to accredited investors during fiscal 2012 of 3,842,001 common shares for total proceeds of $790,140 in cash, 3,681,688 common shares for debt conversion value of $778,550 and 9,694,128 common shares as an inducement to the resulting in a total deferred financing cost of $2,617,415. | ||
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended | |
Dec. 31, 2012 | ||
Fair Value Disclosures [Abstract] | ' | |
Fair Value Disclosures [Text Block] | ' | |
7 | Fair Value of Financial Instruments | |
The Company's financial instruments consist primarily of cash and cash equivalents, trade receivables, trade payables, debt. Under U.S. GAAP certain of these items are required to be recorded in the financial statements at fair value, while others are required to be recorded at historical cost. | ||
Cash and Cash Equivalents, Cash, Accounts Receivable, Accounts Payable – With the exception of certain money-market investments, these items are recorded in the financial statements at historical cost. The historical cost basis for these amounts is estimated to approximate their respective fair values due to the short maturity of these instruments. | ||
Debt – Debt is generally recorded in the financial statements at historical cost. The carrying values of debt are estimated based upon rates currently available for debt with similar terms and maturities. | ||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | |
Dec. 31, 2012 | ||
Fair Value Disclosures [Abstract] | ' | |
Fair Value, Measurement Inputs, Disclosure [Text Block] | ' | |
8 | Fair Value Measurements | |
Certain assets and liabilities are recorded at fair value in the financial statements; some of these are measured on a recurring basis while others are measured on a non-recurring basis. Assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. Assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. In determining fair value of assets and liabilities, the Company uses various valuation techniques. The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment. | ||
The Company assesses the inputs used to measure fair value using a three-tier hierarchy. The hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market. | ||
Level 1 inputs include quoted prices for identical instruments and are the most observable. | ||
Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity rates and yield curves. | ||
Level 3 inputs are not observable in the market and include management's judgments about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs is reflected in the hierarchy assessment disclosed in the following tables. | ||
The company had no assets or liabilities recorded at fair value as of December 31, 2012 | ||
BUSINESS_SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended | |
Dec. 31, 2012 | ||
Segment Reporting [Abstract] | ' | |
Segment Reporting Disclosure [Text Block] | ' | |
9 | BUSINESS SEGMENTS | |
The Company has reviewed ASC Topic 280 and determined that it meets the aggregation criteria outlined since the Company’s segments have similar (1) economic characteristics, (2) product and services, (3) production processes, (4) customers, (5) distribution channels, and (6) regulatory environments. Therefore, the Company reports as a single reportable business segment. | ||
LEGAL
LEGAL | 12 Months Ended |
Dec. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Legal Matters and Contingencies [Text Block] | ' |
10. LEGAL | |
In January 2011, Transactional Finance, LLC, as plaintiff, commenced a legal action against the Company, claiming that the Company owes the plaintiff approximately $98,000 in principal and accrued interest relating to a Promissory Note executed by the Company in 2007. The Company has answered this claim and denied any liability regarding this Promissory Note on the grounds primarily due to lack of consideration by the plaintiff. The Company will continue to defend and oppose this lawsuit. The Company has accrued for this contingency. | |
Other than the foregoing legal action the Company is not a party to any material or administrative lawsuit, action or other legal proceeding, and the Company is not aware of any such threatened legal proceeding. Moreover, none of the property of the Company is subject to any pending or threatened legal proceeding. No director, officer, affiliate or shareholder of the Company is a party to any pending or threatened legal proceeding adverse to the Company, nor do any of these persons hold any material interest adverse to the Company. | |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Tax Disclosure [Text Block] | ' | |||||||
11. INCOME TAXES | ||||||||
Income taxes are accounted for under the asset and liability method. Deferred income taxes, if any, are recognized for the difference between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred income taxes, if any, will be recorded at the tax rates expected to be in effect when amounts are to be included in future taxable income. A valuation allowance is recorded to reduce the deferred tax assets to the amounts believed to be realizable. Due to the uncertainty regarding the Company’s future profitability, the future tax benefits of its net operating losses (NOL) have been fully reserved and no net tax benefit has been recorded in these financial statements. Cumulative NOL’s at December 31, 2012 of approximately $36,000,000 begin to expire in 2022. Deferred tax assets of approximately $15,300,000 have been offset completely by a valuation allowance. There are no other significant components of deferred tax assets or liabilities. | ||||||||
A reconciliation of the income tax benefit using federal statutory rates applied to pre-tax losses is as follows; | ||||||||
2012 | 2011 | |||||||
Income Tax Benefit at effective federal statutory rate of 35% | $ | -2,023,233 | $ | -1,341,501 | ||||
State income taxes (benefit) | -462,453 | -375,620 | ||||||
Non-deductible impairment losses, accretion and financing expenses paid for with stock and warrants | 1,066,686 | 239,636 | ||||||
Change in valuation allowance | 1,419,000 | 1,477,485 | ||||||
Income Tax Benefit: | $ | 0 | $ | 0 | ||||
The Company has no tax position for which the ultimate deductibility is certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the year ended December 31, 2012, the Company recognized no interest or penalties. The Company had no accruals for interest and penalties at December 31, 2012 or 2011. Open years subject to investigation of the Company’s federal income tax returns extend from 2008 to 2012. | ||||||||
SUBSIDIARY_PURCHASE
SUBSIDIARY PURCHASE | 12 Months Ended | |||||||||||||||||
Dec. 31, 2012 | ||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||
Business Combination Disclosure [Text Block] | ' | |||||||||||||||||
12 SUBSIDIARY PURCHASE | ||||||||||||||||||
On April 24, 2012, the Company established a subsidiary, PMFR, Inc. (“PMFR”). The subsidiary then purchased assets from Precision Metal Fab Racing, a sole proprietor for $640,000 in cash. The Company made the acquisition to expand into other high performance and custom equipment within the motorcycle industry. The acquisition met the definition of the purchase of a business and as such the purchase allocation of the acquisition was recorded as follows | ||||||||||||||||||
Fixed assets (estimated life of 5 years) | $ | 300,000 | ||||||||||||||||
Intangible (customer list) (estimated useful life of 5 years) | 85,000 | |||||||||||||||||
Inventory | 215,000 | |||||||||||||||||
Total purchases | $ | 600,000 | ||||||||||||||||
Finder’s fee | 40,000 | |||||||||||||||||
Total purchase price | $ | 640,000 | ||||||||||||||||
As part of the purchase price allocation, separately identifiable assets acquired consisted of customer lists. The Company utilized ASC 350-30-35, Generally Intangibles Other than Goodwill, to determine the expected useful life of these assets, which was estimated at 5 years. The values of the purchase allocation were the estimated fair value of the assets as the time of the purchase. | ||||||||||||||||||
VIPER POWERSPORTS INC | ||||||||||||||||||
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS | ||||||||||||||||||
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2011 | ||||||||||||||||||
Viper | Precision | Pro Forma | Viper | |||||||||||||||
Powersports | Metal Fab | Adjustments | Powersports | |||||||||||||||
Inc | Racing | Inc. | ||||||||||||||||
Pro forma | ||||||||||||||||||
(Historical) | (Historical) | |||||||||||||||||
Revenue | $ | 165,209 | $ | 667,098 | $ | 0 | $ | 832,307 | ||||||||||
Cost of Revenue | 165,538 | 569,580 | 0 | 735,118 | ||||||||||||||
Gross Profit | (329 | ) | 97,518 | 0 | 97,189 | |||||||||||||
Operating Expense: | (3,281,703 | ) | (72,030 | ) | (40,000 | ) | (3,393,733 | ) | ||||||||||
Income (Loss) from Operations | (3,282,032 | ) | 25,488 | (40,000 | ) | (3,296,544 | ) | |||||||||||
Other Income (Expense): | ||||||||||||||||||
Total other income (expense) | (550,828 | ) | 0 | 0 | (550,828 | ) | ||||||||||||
Net Income (Loss) | (3,832,860 | ) | 25,488 | (40,000 | ) | B | (3,847,372 | ) | ||||||||||
Deemed dividend of preferred stock | (338,508 | ) | 0 | 0 | (338,508 | ) | ||||||||||||
Net Income (Loss) attributed to common sharesholders | $ | (4,171,368 | ) | $ | 25,488 | $ | (40,000 | ) | $ | (4,185,880 | ) | |||||||
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS | ||||||||||||||||||
FOR THE TWELVE MONTHS ENDED December 31, 2012 | ||||||||||||||||||
Viper | Precision | Pro Forma | Viper | |||||||||||||||
Powersports | Metal Fab | Adjustments | Powersports | |||||||||||||||
Inc | Racing | Inc. | ||||||||||||||||
Pro forma | ||||||||||||||||||
(Historical) | (Historical) | |||||||||||||||||
Revenue | $ | 611,797 | $ | 195,978 | $ | 0 | $ | 807,775 | ||||||||||
Cost of Revenue | 660,165 | 138,650 | 0 | 798,815 | ||||||||||||||
Gross Profit | (48,368 | ) | 57,328 | 0 | 8,960 | |||||||||||||
Operating Expense: | (3,424,433 | ) | (14,613 | ) | (40,000 | ) | (3,479,046 | ) | ||||||||||
Income (Loss) from Operations | (3,472,801 | ) | 42,715 | (40,000 | ) | (3,470,086 | ) | |||||||||||
Other Income (Expense): | (2,635,352 | ) | 0 | 0 | (2,635,352 | ) | ||||||||||||
Total other income (expense) | (2,635,352 | ) | 0 | 0 | (2,635,352 | ) | ||||||||||||
Net Income (Loss) attributed to common sharesholders | $ | (6,108,153 | ) | $ | 42,715 | $ | (40,000 | ) | $ | (6,105,438 | ) | |||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | ||||||||||
Dec. 31, 2012 | |||||||||||
Subsequent Events [Abstract] | ' | ||||||||||
Subsequent Events [Text Block] | ' | ||||||||||
13. SUBSEQUENT EVENTS | |||||||||||
On February 13, 2013, Precious Capital LLC issued a default notice related to Loan Agreement. The notice stated that a Balancing Default to the Agreement exists and provided for 10 business days to cure the issue before an Event of Default will occur. | |||||||||||
On March 5, 2013, the Company announced that since receiving this default notice, the Company and Precious Capital LLC have agreed on the following, which has been approved by the Board of Directors of Viper Powersports Inc.: | |||||||||||
* | The Company shall convey to Precious Capital LLC, subject to a purchase and sale agreement now being prepared, all of its ownership interest in its Viper subsidiary; | ||||||||||
* | Precious Capital LLC shall apply a discount of $2,900,000 to the face value of the loan instrument prior to the transfer, | ||||||||||
* | Precious Capital LLC shall indefeasibly release the Company from any and all of the Company’s liabilities and obligations under or in connection with the Loan, including release of the Company’s guarantee of the Loan; | ||||||||||
* | Precious Capital LLC shall return to the Company all shares or other ownership interests in the Company conveyed to Precious Capital LLC in connection with the Loan; | ||||||||||
* | Precious Capital LLC shall release any security interest it may have in any shares or other ownership interests in the Company that it may have in connection with the Loan; | ||||||||||
* | Precious Capital LLC and Viper Powersports Inc. shall release each other from all obligations and liabilities in connection with the Loan; | ||||||||||
* | Precious Capital LLC shall pay certain expenses for the Company to be agreed between Precious Capital LLC and Viper Powersports Inc. | ||||||||||
As a result, the Company has become a development stage, at the date of these agreements. The carrying amounts of the assets and liabilities transferred may not fully represent realizable or settlement values. | |||||||||||
The assets, liabilities and stockholder equity (deficit) as on December 31, 2012 were as follows (Unaudited): | |||||||||||
Pro-Forma Combined Statement of Assets, Liabilities and | |||||||||||
Stockholders’ Deficit | |||||||||||
31-Dec-13 | |||||||||||
Consolidated | Transferred | Remaining | |||||||||
Assets | Assets | ||||||||||
ASSETS | |||||||||||
Current assets | |||||||||||
Cash | 94,686 | 94,067 | 619 | ||||||||
Accounts receivable | 29,493 | 29,493 | 0 | ||||||||
Inventory and supplies | 1,010,141 | 910,141 | 100,000 | ||||||||
Prepaid expenses and other assets | 1,324,824 | 1,324,824 | 0 | ||||||||
Total current assets | 2,459,144 | 2,358,525 | 100,619 | ||||||||
Fixed assets: | |||||||||||
Office and computer equipment | 96,733 | 96,733 | 0 | ||||||||
Manufacturing and development equipment | 545,235 | 545,235 | 0 | ||||||||
Vehicles | 278,507 | 278,507 | 0 | ||||||||
Leasehold improvements | 63,363 | 63,363 | 0 | ||||||||
Subtotal | 983,838 | 983,838 | 0 | ||||||||
Accumulated depreciation | -311,682 | -311,682 | 0 | ||||||||
Total fixed assets | 672,156 | 672,156 | 0 | ||||||||
Other assets: | |||||||||||
Rental deposit and other | 14,200 | 14,200 | 0 | ||||||||
Deferred financing cost * | 2,035,767 | 2,035,767 | 0 | ||||||||
Intangibles | 362,904 | 362,904 | 0 | ||||||||
Total other assets | 2,412,871 | 2,412,871 | 0 | ||||||||
Total assets | 5,544,171 | 5,443,552 | 100,619 | ||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | |||||||||||
Current liabilities | |||||||||||
Accounts payable | 174,144 | 129,719 | 44,425 | ||||||||
Accrued liabilities | 158,208 | 154,312 | 3,896 | ||||||||
Notes payable, less discount of $114,611 | 5,735,141 | 5,721,252 | 13,889 | ||||||||
Notes payable – related party | 212,000 | 60,000 | 152,000 | ||||||||
Total current liabilities | 6,279,493 | 6,065,283 | 214,210 | ||||||||
Long-term liabilities | |||||||||||
Note payable | 0 | 0 | 0 | ||||||||
Total long-term liabilities | 0 | 0 | 0 | ||||||||
Total liabilities | 6,279,493 | 6,065,283 | 214,210 | ||||||||
Stockholders' deficit | |||||||||||
Common stock | 52,183 | 0 | 52,183 | ||||||||
Additional paid in capital | 46,084,232 | 0 | 46,084,232 | ||||||||
Accumulated deficit* | -46,871,737 | -621,731 | -46,250,006 | ||||||||
Total stockholders' deficit | -735,322 | -621,731 | -113,591 | ||||||||
Total liabilities and stockholders' deficit | 5,544,171 | 5,443,552 | 100,619 | ||||||||
* | The pro forma is intended to reflect the Company going forward. Debt issuance costs have been adjusted to zero to reflect the result of the settlement. | ||||||||||
On February 21, 2013 The Industrial Development Board of the City of Auburn declared a default on the Promissory Note between Viper Motorcycle Company and the Board dated July 27, 2011. The Board has demanded the removal of the equipment collateral assigned to the Note. The Note became due and payable on May 17, 2013 and was paid off on June 24, 2013. | |||||||||||
NATURE_OF_BUSINESS_AND_SUMMARY1
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||
Dec. 31, 2012 | |||||||||||
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' | ||||||||||
Liquidity Disclosure [Policy Text Block] | ' | ||||||||||
Going Concern – The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has incurred an accumulated deficit of $46,871,737 since inception, and currently has limited sales which raises substantial doubt about is ability to continue as a going concern. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the production of its motorcycles. Management has plans to seek additional capital through private placements of its capital stock. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. | |||||||||||
On April 24, 2012, Viper Motorcycle Company (“VMC”), as Borrower and being a wholly owned subsidiary of registrant Viper Powersports Inc., entered into a Loan and Security Agreement (the “Loan Agreement”) with Precious Capital LLC, of New York City, as Lender. On February 13, 2013, Precious Capital LLC issued a default notice related to Loan Agreement. On March 5, 2013, the Company and Precious Capital LLC have agreed to liquidate in lieu of foreclosure its VMC and PMFR subsidiaries. (Note 13) The above transactions were completed on June 17, 2013 | |||||||||||
The Company, with its remaining subsidiary Viper Performance, Inc. is restructuring itself to develop and market high-performance after-market accessories. | |||||||||||
Consolidation, Policy [Policy Text Block] | ' | ||||||||||
Principles of Consolidation – The consolidated financial statements include the accounts of Viper Powersports Inc. and its wholly-owned subsidiaries, Viper Motorcycle Company, PMFR Inc. and Viper Performance Inc. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||||||
Use of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and 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 that could change in the near term are warrants, inventory obsolescence and impairment. | |||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||||
Loss Per Share – Basic and diluted net loss per common share is computed using the net loss applicable to common shareholders and the weighted average number of shares of common stock outstanding. Diluted net loss per common share does not differ from basic net loss per common share since potential shares of common stock from conversion of debt and the exercise of warrants and options are anti-dilutive for all periods presented. The fully diluted shares would be 51,799,305. | |||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||||||||
Cash and Cash Equivalents - Cash and cash equivalents consist of highly liquid investments, with original maturities of three months or less. From time to time, these cash accounts may exceed federally insured limits. | |||||||||||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | ' | ||||||||||
Accounts Receivable - Accounts Receivable are due in 90 days and no interest is charged on account balances. The Company reviews all receivable balances for risk of loss, and as of Dec 31, 2012 and Dec 31, 2011, there was no allowance for doubtful accounts. | |||||||||||
Inventory, Policy [Policy Text Block] | ' | ||||||||||
Inventories – Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method (FIFO). Demonstration motorcycles are stated at manufacturing cost and reserves are recorded to state the demonstration motorcycles at net realizable value. For the year ended December 31, 2012, the Company has recorded an inventory impairment of approximately $174,000. | |||||||||||
The Company reviews inventory for obsolescence and excess quantities to determine that items deemed obsolete or excess are appropriately reserved. Components of inventory at December 31, 2012 are as follows; | |||||||||||
VMC | PMFR | Total | |||||||||
Build components | 374,498 | 0 | 374,498 | ||||||||
Finished goods | 362,854 | 262,789 | 625,643 | ||||||||
737,352 | 262,789 | 1,000,141 | |||||||||
Less inventory reserve | 10,000 | 0 | 10,000 | ||||||||
747,352 | 262,789 | 1,010,141 | |||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||||||||||
Property and Equipment – Property and equipment are stated at cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets, which are 3 to 7 years. Leasehold improvements are amortized straight line over the shorter of the lease term or estimated useful life of the asset. For the year ended December 31, 2012 the Company recorded depreciation expense of $223,063. | |||||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' | ||||||||||
Impairment of Long Lived Assets – The Company reviews long-lived assets for impairment annually or more frequently if the occurrence of events or changes in circumstances indicates that the carrying amount of the assets may not be fully recoverable or the useful lives of the assets are no longer appropriate. Each impairment test is based on a comparison of the carrying amount of an asset to future net undiscounted cash flows. If impairment is indicated, the asset is written down to its estimated fair value on a discounted cash flow basis. No impairment was recognized as of December 31, 2012 and 2011. | |||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||||||||
Revenue Recognition – The Company conducts its sales through a network of independent dealers, and the Company recognizes revenue for sales to dealers after the following has taken place: | |||||||||||
⋅ | The sales price is fixed or determinable; | ||||||||||
⋅ | Motorcycle products are delivered, which is upon shipment; | ||||||||||
⋅ | Title to products passes to the dealer, also upon shipment; and | ||||||||||
⋅ | Collection is reasonably assured. | ||||||||||
Revenue Recognition, Sales Returns [Policy Text Block] | ' | ||||||||||
Return Policy - The Company has an establish dealer network throughout the United States. All states have specific laws relating to motor vehicles sales to dealers and returns. These return laws vary from state to state and have to be reviewed on a state by state basis. The Company has not established a return allowance, as all vehicle sold to dealers have been sold at retail. In the event that any returns may happen, the Company must approval all returns when applicable within applicable state laws and as of December 31, 2012, there is no return allowance recorded | |||||||||||
Standard Product Warranty, Policy [Policy Text Block] | ' | ||||||||||
Warranty – The Company provides warranty coverage for its motorcycles with unlimited miles within a one year period from date of purchase, including parts and labor necessary to repair the motorcycle during the warranty period. | |||||||||||
A provision for the costs related to warranty expense will be recorded as a charge to cost of goods sold when revenue is recognized. The estimated warranty cost will be based on industry averages and the stage of production life cycle of the Company’s motorcycles. The warranty reserve will be evaluated on an ongoing basis to ensure its adequacy. The liability exposure is generally based on using an industry average of ten percent (10%) for the motorcycle sales for the reporting period. | |||||||||||
Warranty information is detailed in the following table: | |||||||||||
December 31,2012 | December 31, 2011 | ||||||||||
Beginning balance | $ | 31,832 | $ | 28,996 | |||||||
Addition to Reserve | 1,025 | 3,362 | |||||||||
Warranty payments | -1,025 | -496 | |||||||||
Ending balance | $ | 31,832 | $ | 31,832 | |||||||
Research and Development Expense, Policy [Policy Text Block] | ' | ||||||||||
Research and Development – Research and development costs are expensed as incurred. Assets that are required for research and development activities, and have alternative future uses, in addition to its current use, are included in equipment and depreciated over their estimated useful lives. Research and development costs consist primarily of salaries and other compensation for development and engineering personnel, contract engineering and development costs for outsourced projects, equipment and material costs for development activities, and expenses for regulatory compliance and certifications. | |||||||||||
Income Tax, Policy [Policy Text Block] | ' | ||||||||||
Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred income taxes, if any, are recognized for the difference between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred income taxes, if any, will be recorded at the tax rates expected to be in effect when amounts are to be included in future taxable income. A valuation allowance is recorded to reduce the deferred tax assets to the amounts believed to be realizable. Due to the uncertainty regarding the Company’s future profitability, the future tax benefits of its net operating losses (NOL) have been fully reserved and no net tax benefit has been recorded in these financial statements. Cumulative NOL’s at December 31, 2012 of approximately $36,000,000 begin to expire in 2022. Deferred tax assets of approximately $15,300,000 have been offset completely by a valuation allowance. There are no other significant components of deferred tax assets or liabilities. | |||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ||||||||||
Fair Value of Financial Instruments – The carrying values of balance sheet financial instruments approximates their fair values as the debt and assets were incurred and acquired recently. These financial instruments include cash, accounts receivable, accounts payable, accrued liabilities, notes payables and indebtedness to related parties. Management is of the opinion that the Company is not exposed to significant interest, credit or currency risks arising from these financial instruments. | |||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | ||||||||||
Stock Options and Stock Based Compensation | |||||||||||
The Company accounts for equity instruments issued to non-employees for services and goods under Accounting Standard Codification Topic 505.50; Emerging Issues Task Force (“EITF”) 96-18 (Accounting for Equity Instruments Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods and Services); and EITF 00-18 (Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to other than Employees.) Generally, the equity instruments issued for services or goods are for common shares or common stock purchase warrants. These shares or warrants are fully vested, non-forfeitable and fully paid or exercisable at the date of grant and require no future performance commitment by the recipient. The Company expenses the fair market value of these securities over the period in which the Company receives the related services. | |||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||||||
Recently Issued Accounting Pronouncements | |||||||||||
In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” This ASU requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU No. 2011-11 will be applied retrospectively and is effective for annual and interim reporting periods beginning on or after January 1, 2013. The adoption of this ASU is not expected to have a material impact on the Company’s disclosures to the consolidated financial statements. | |||||||||||
In October 1012, FASB issued ASU No. 2012-02, “Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” This ASU simplifies the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill. ASU No. 2012-02 will be effective for annual and interim impairment tests performed after September 15, 2012. The adoption of this ASU is not expected to have a material impact on the Company’s disclosures to the consolidated financial statements. | |||||||||||
No other recently issued pronouncements are expected to have a material impact on the Company’s financial reporting. | |||||||||||
Reclassification, Policy [Policy Text Block] | ' | ||||||||||
Reclassification: | |||||||||||
Certain items for 2011 have been reclassified to conform to the 2012 presentation. | |||||||||||
NATURE_OF_BUSINESS_AND_SUMMARY2
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2012 | |||||||||||
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' | ||||||||||
Schedule of Inventory, Current [Table Text Block] | ' | ||||||||||
Components of inventory at December 31, 2012 are as follows; | |||||||||||
VMC | PMFR | Total | |||||||||
Build components | 374,498 | 0 | 374,498 | ||||||||
Finished goods | 362,854 | 262,789 | 625,643 | ||||||||
737,352 | 262,789 | 1,000,141 | |||||||||
Less inventory reserve | 10,000 | 0 | 10,000 | ||||||||
747,352 | 262,789 | 1,010,141 | |||||||||
Schedule of Product Warranty Liability [Table Text Block] | ' | ||||||||||
Warranty information is detailed in the following table: | |||||||||||
December 31,2012 | December 31, 2011 | ||||||||||
Beginning balance | $ | 31,832 | $ | 28,996 | |||||||
Addition to Reserve | 1,025 | 3,362 | |||||||||
Warranty payments | -1,025 | -496 | |||||||||
Ending balance | $ | 31,832 | $ | 31,832 | |||||||
EQUITY_FINANCING_AGREEMENTS_Ta
EQUITY FINANCING AGREEMENTS (Tables) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Equity [Abstract] | ' | ||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | ||||
Total Maturity for Debt Outstanding as of December 31, 2012: | |||||
Total | |||||
31-Dec-13 | $ | 5,947,141 | |||
Total Debt | $ | 5,947,141 | |||
COMMON_STOCK_WARRANTS_AND_OPTI1
COMMON STOCK WARRANTS AND OPTIONS (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2012 | ||||||||||||||
Warrants And Options Note Disclosure [Abstract] | ' | |||||||||||||
Schedule of Stockholders Equity Note, Warrants or Rights [Table Text Block] | ' | |||||||||||||
Warrants – The Company has warrants outstanding for the purchase of a total of 8,883,863 shares of our common stock, all of which are exercisable anytime until their respective expiration dates. The Company performed Black-Scholes valuations for the transaction when issued, with an allocation of the proceeds applied to the warrants. | ||||||||||||||
Warrants to | Common Share | Term | Expiration | |||||||||||
Purchase | Strike Price | Date | ||||||||||||
830,000 | $ | 1 | 3 year | November 2013 to December 2013 | ||||||||||
37,500 | $ | 4 | 5 year | January 2013 to March 2013 | ||||||||||
62,500 | $ | 0.5 | 5 year | November 2014 to December 2014 | ||||||||||
100,000 | $ | 0.5 | 3 year | Mar-14 | ||||||||||
10,000 | $ | 2 | 5 year | Nov-14 | ||||||||||
500,000 | $ | 0.15 | 3 year | Dec-14 | ||||||||||
550,000 | $ | 0.5 | 5 year | January 2015 to December 2015 | ||||||||||
1,373,980 | $ | 1 | 5 year | January 2015 to December 2015 | ||||||||||
50,000 | $ | 2 | 5 year | May-15 | ||||||||||
1,330,000 | $ | 0.15 | 3 year | January 2015 to April 2015 | ||||||||||
1,538,000 | $ | 0.5 | 5 year | January 2016 to December 2016 | ||||||||||
320,000 | $ | 1 | 5 year | January 2016 to December 2016 | ||||||||||
37,500 | $ | 2 | 5 year | January 2016 to December 2016 | ||||||||||
400,625 | $ | 0.4 | 10 year | Dec-20 | ||||||||||
90,000 | $ | 0.5 | 10 year | Dec-20 | ||||||||||
232,734 | $ | 0.75 | 10 year | Dec-20 | ||||||||||
203,467 | $ | 1 | 10 year | Dec-20 | ||||||||||
223,000 | $ | 1.25 | 10 year | Dec-20 | ||||||||||
16,167 | $ | 3 | 10 year | Dec-20 | ||||||||||
42,000 | $ | 0.4 | 10 year | Dec-21 | ||||||||||
18,000 | $ | 0.5 | 10 year | Dec-21 | ||||||||||
26,240 | $ | 0.75 | 10 year | Dec-21 | ||||||||||
36,000 | $ | 1 | 10 year | Dec-21 | ||||||||||
46,600 | $ | 1.25 | 10 year | Dec-21 | ||||||||||
170,000 | $ | 0.5 | 10 year | January 2022 to April 2022 | ||||||||||
639,550 | $ | 0.3 | 10 year | May-22 | ||||||||||
Warrants, By Exercise Price Range [Table Text Block] | ' | |||||||||||||
The following is a summary of the Company’s stock warrants outstanding as of December 30, 2012. | ||||||||||||||
Warrants outstanding | 2012 | 2011 | ||||||||||||
Range of exercise price | $ | 0.15 to 4.00 | $ | 0.15 to 4.00 | ||||||||||
Number warrants outstanding | 8,883,863 | 6,775,563 | ||||||||||||
Weighted average remaining contractual life (in years) | 4.25 years | 4.59 years | ||||||||||||
Weighted average exercise price, warrants outstanding | $ | 0.63 | $ | 0.76 | ||||||||||
Term | Three to ten years | Three to ten years | ||||||||||||
Volatility | 213 to 250 | % | 213 to 250 | % | ||||||||||
Dividend | 0 | % | 0 | % | ||||||||||
Warrants exercisable | ||||||||||||||
Number warrants exercisable | 8,883,863 | 6,775,563 | ||||||||||||
Weighted average exercise price, warrants exercisable | $ | 0.63 | $ | 0.76 | ||||||||||
Schedule Of Stock Options And Warrants Activity [Table Text Block] | ' | |||||||||||||
COMMON STOCK WARRANTS AND OPTIONS | ||||||||||||||
Options | Warrants | |||||||||||||
12/31/12 | 12/31/11 | 12/31/12 | 12/31/11 | |||||||||||
Beg Bal | 0 | 31,250 | 6,775,563 | 4,142,733 | ||||||||||
Issued | 0 | 0 | 2,139,550 | 2,632,830 | ||||||||||
Exercised | 0 | 0 | 0 | 0 | ||||||||||
Cancelled | 0 | -31,250 | -31,250 | 0 | ||||||||||
End Bal | 0 | 0 | 8,883,863 | 6,775,563 | ||||||||||
Exercisable | 0 | 0 | 8,883,863 | 6,775,563 | ||||||||||
LEASING_ACTIVITIES_Tables
LEASING ACTIVITIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Leases [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||
Minimum lease payments are as follows: | |||||
For the years ending December 31, | Operating Lease | ||||
2013 | $ | 200,784 | |||
2014 | 200,784 | ||||
2015 | 200,784 | ||||
2016 | 200,784 | ||||
2017 | 200,784 | ||||
Total | $ | 1,003,920 | |||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | |||||||
A reconciliation of the income tax benefit using federal statutory rates applied to pre-tax losses is as follows; | ||||||||
2012 | 2011 | |||||||
Income Tax Benefit at effective federal statutory rate of 35% | $ | -2,023,233 | $ | -1,341,501 | ||||
State income taxes (benefit) | -462,453 | -375,620 | ||||||
Non-deductible impairment losses, accretion and financing expenses paid for with stock and warrants | 1,066,686 | 239,636 | ||||||
Change in valuation allowance | 1,419,000 | 1,477,485 | ||||||
Income Tax Benefit: | $ | 0 | $ | 0 | ||||
SUBSIDIARY_PURCHASE_Tables
SUBSIDIARY PURCHASE (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2012 | ||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | ' | |||||||||||||||||
The acquisition met the definition of the purchase of a business and as such the purchase allocation of the acquisition was recorded as follows | ||||||||||||||||||
Fixed assets (estimated life of 5 years) | $ | 300,000 | ||||||||||||||||
Intangible (customer list) (estimated useful life of 5 years) | 85,000 | |||||||||||||||||
Inventory | 215,000 | |||||||||||||||||
Total purchases | $ | 600,000 | ||||||||||||||||
Finder’s fee | 40,000 | |||||||||||||||||
Total purchase price | $ | 640,000 | ||||||||||||||||
Schedule Of Business Acquisition Pro Forma Financial Information [Table Text Block] | ' | |||||||||||||||||
VIPER POWERSPORTS INC | ||||||||||||||||||
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS | ||||||||||||||||||
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2011 | ||||||||||||||||||
Viper | Precision | Pro Forma | Viper | |||||||||||||||
Powersports | Metal Fab | Adjustments | Powersports | |||||||||||||||
Inc | Racing | Inc. | ||||||||||||||||
Pro forma | ||||||||||||||||||
(Historical) | (Historical) | |||||||||||||||||
Revenue | $ | 165,209 | $ | 667,098 | $ | 0 | $ | 832,307 | ||||||||||
Cost of Revenue | 165,538 | 569,580 | 0 | 735,118 | ||||||||||||||
Gross Profit | (329 | ) | 97,518 | 0 | 97,189 | |||||||||||||
Operating Expense: | (3,281,703 | ) | (72,030 | ) | (40,000 | ) | (3,393,733 | ) | ||||||||||
Income (Loss) from Operations | (3,282,032 | ) | 25,488 | (40,000 | ) | (3,296,544 | ) | |||||||||||
Other Income (Expense): | ||||||||||||||||||
Total other income (expense) | (550,828 | ) | 0 | 0 | (550,828 | ) | ||||||||||||
Net Income (Loss) | (3,832,860 | ) | 25,488 | (40,000 | ) | B | (3,847,372 | ) | ||||||||||
Deemed dividend of preferred stock | (338,508 | ) | 0 | 0 | (338,508 | ) | ||||||||||||
Net Income (Loss) attributed to common sharesholders | $ | (4,171,368 | ) | $ | 25,488 | $ | (40,000 | ) | $ | (4,185,880 | ) | |||||||
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS | ||||||||||||||||||
FOR THE TWELVE MONTHS ENDED December 31, 2012 | ||||||||||||||||||
Viper | Precision | Pro Forma | Viper | |||||||||||||||
Powersports | Metal Fab | Adjustments | Powersports | |||||||||||||||
Inc | Racing | Inc. | ||||||||||||||||
Pro forma | ||||||||||||||||||
(Historical) | (Historical) | |||||||||||||||||
Revenue | $ | 611,797 | $ | 195,978 | $ | 0 | $ | 807,775 | ||||||||||
Cost of Revenue | 660,165 | 138,650 | 0 | 798,815 | ||||||||||||||
Gross Profit | (48,368 | ) | 57,328 | 0 | 8,960 | |||||||||||||
Operating Expense: | (3,424,433 | ) | (14,613 | ) | (40,000 | ) | (3,479,046 | ) | ||||||||||
Income (Loss) from Operations | (3,472,801 | ) | 42,715 | (40,000 | ) | (3,470,086 | ) | |||||||||||
Other Income (Expense): | (2,635,352 | ) | 0 | 0 | (2,635,352 | ) | ||||||||||||
Total other income (expense) | (2,635,352 | ) | 0 | 0 | (2,635,352 | ) | ||||||||||||
Net Income (Loss) attributed to common sharesholders | $ | (6,108,153 | ) | $ | 42,715 | $ | (40,000 | ) | $ | (6,105,438 | ) | |||||||
SUBSEQUENT_EVENTS_Tables
SUBSEQUENT EVENTS (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2012 | |||||||||||
Subsequent Events [Abstract] | ' | ||||||||||
Schedule Of Restructuring Financial Statements [Table Text Block] | ' | ||||||||||
The assets, liabilities and stockholder equity (deficit) as on December 31, 2012 were as follows (Unaudited): | |||||||||||
Pro-Forma Combined Statement of Assets, Liabilities and | |||||||||||
Stockholders’ Deficit | |||||||||||
31-Dec-13 | |||||||||||
Consolidated | Transferred | Remaining | |||||||||
Assets | Assets | ||||||||||
ASSETS | |||||||||||
Current assets | |||||||||||
Cash | 94,686 | 94,067 | 619 | ||||||||
Accounts receivable | 29,493 | 29,493 | 0 | ||||||||
Inventory and supplies | 1,010,141 | 910,141 | 100,000 | ||||||||
Prepaid expenses and other assets | 1,324,824 | 1,324,824 | 0 | ||||||||
Total current assets | 2,459,144 | 2,358,525 | 100,619 | ||||||||
Fixed assets: | |||||||||||
Office and computer equipment | 96,733 | 96,733 | 0 | ||||||||
Manufacturing and development equipment | 545,235 | 545,235 | 0 | ||||||||
Vehicles | 278,507 | 278,507 | 0 | ||||||||
Leasehold improvements | 63,363 | 63,363 | 0 | ||||||||
Subtotal | 983,838 | 983,838 | 0 | ||||||||
Accumulated depreciation | -311,682 | -311,682 | 0 | ||||||||
Total fixed assets | 672,156 | 672,156 | 0 | ||||||||
Other assets: | |||||||||||
Rental deposit and other | 14,200 | 14,200 | 0 | ||||||||
Deferred financing cost * | 2,035,767 | 2,035,767 | 0 | ||||||||
Intangibles | 362,904 | 362,904 | 0 | ||||||||
Total other assets | 2,412,871 | 2,412,871 | 0 | ||||||||
Total assets | 5,544,171 | 5,443,552 | 100,619 | ||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | |||||||||||
Current liabilities | |||||||||||
Accounts payable | 174,144 | 129,719 | 44,425 | ||||||||
Accrued liabilities | 158,208 | 154,312 | 3,896 | ||||||||
Notes payable, less discount of $114,611 | 5,735,141 | 5,721,252 | 13,889 | ||||||||
Notes payable – related party | 212,000 | 60,000 | 152,000 | ||||||||
Total current liabilities | 6,279,493 | 6,065,283 | 214,210 | ||||||||
Long-term liabilities | |||||||||||
Note payable | 0 | 0 | 0 | ||||||||
Total long-term liabilities | 0 | 0 | 0 | ||||||||
Total liabilities | 6,279,493 | 6,065,283 | 214,210 | ||||||||
Stockholders' deficit | |||||||||||
Common stock | 52,183 | 0 | 52,183 | ||||||||
Additional paid in capital | 46,084,232 | 0 | 46,084,232 | ||||||||
Accumulated deficit* | -46,871,737 | -621,731 | -46,250,006 | ||||||||
Total stockholders' deficit | -735,322 | -621,731 | -113,591 | ||||||||
Total liabilities and stockholders' deficit | 5,544,171 | 5,443,552 | 100,619 | ||||||||
* | The pro forma is intended to reflect the Company going forward. Debt issuance costs have been adjusted to zero to reflect the result of the settlement. | ||||||||||
NATURE_OF_BUSINESS_AND_SUMMARY3
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
Build components | $374,498 | ' |
Finished goods | 625,643 | ' |
Inventory, Gross, Total | 1,000,141 | ' |
Less inventory reserve | 10,000 | ' |
Inventory, Net, Total | 1,010,141 | 523,174 |
VMC [Member] | ' | ' |
Build components | 374,498 | ' |
Finished goods | 362,854 | ' |
Inventory, Gross, Total | 737,352 | ' |
Less inventory reserve | 10,000 | ' |
Inventory, Net, Total | 747,352 | ' |
PMFR [Member] | ' | ' |
Build components | 0 | ' |
Finished goods | 262,789 | ' |
Inventory, Gross, Total | 262,789 | ' |
Less inventory reserve | 0 | ' |
Inventory, Net, Total | $262,789 | ' |
NATURE_OF_BUSINESS_AND_SUMMARY4
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Beginning balance | $31,832 | $28,996 |
Addition to Reserve | 1,025 | 3,362 |
Warranty payments | -1,025 | -496 |
Ending balance | $31,832 | $31,832 |
NATURE_OF_BUSINESS_AND_SUMMARY5
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 12 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2005 | ||
Entity Incorporation, State Country Name | ' | ' | 'Nevada | |
Retained Earnings (Accumulated Deficit) | ($46,871,737) | [1] | ($40,762,586) | ' |
Weighted Average Number of Shares Outstanding, Diluted | 51,799,305 | ' | ' | |
Asset Impairment Charges, Total | 174,000 | 75,802 | ' | |
Depreciation | 223,063 | 46,158 | ' | |
Product Warranty, Average Percentage | 10.00% | ' | ' | |
Operating Loss Carryforwards | 36,000,000 | ' | ' | |
Deferred Tax Assets, Valuation Allowance | $15,300,000 | ' | ' | |
Operating Loss Carryforwards Expiration | 'expire in 2022 | ' | ' | |
Minimum [Member] | ' | ' | ' | |
Property, Plant and Equipment, Estimated Useful Lives | '3 years | ' | ' | |
Maximum [Member] | ' | ' | ' | |
Property, Plant and Equipment, Estimated Useful Lives | '7 years | ' | ' | |
Thor Performance Inc [Member] | ' | ' | ' | |
Stock Issued During Period, Shares, Acquisitions | ' | ' | 749,144 | |
Viper Motorcycle Company [Member] | ' | ' | ' | |
Equity Method Investment, Ownership Percentage | ' | ' | 93.50% | |
[1] | The pro forma is intended to reflect the Company going forward. Debt issuance costs have been adjusted to zero to reflect the result of the settlement. |
EQUITY_FINANCING_AGREEMENTS_De
EQUITY FINANCING AGREEMENTS (Details) (USD $) | Dec. 31, 2012 |
31-Dec-13 | $5,947,141 |
Total Debt | $5,947,141 |
EQUITY_FINANCING_AGREEMENTS_De1
EQUITY FINANCING AGREEMENTS (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
Apr. 24, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 05, 2013 | Sep. 30, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Dec. 31, 2011 | Jun. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Jun. 30, 2011 | Sep. 30, 2011 | Mar. 31, 2011 | Dec. 31, 2011 | Sep. 30, 2011 | Dec. 31, 2011 | Mar. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Jun. 30, 2012 | Mar. 31, 2011 | Dec. 31, 2011 | Mar. 31, 2011 | Mar. 31, 2011 | Dec. 31, 2011 | Mar. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 27, 2011 | Apr. 24, 2012 | Dec. 31, 2011 | Apr. 30, 2004 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2012 | Nov. 21, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 19, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 02, 2011 | Dec. 31, 2012 | Dec. 01, 2012 | Dec. 31, 2011 | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Subsequent Event [Member] | Issued To One Shareholders [Member] | Issued To One Shareholders [Member] | Issued To Three Shareholders [Member] | Issued To Nine Shareholders [Member] | Issued To Ten Shareholders [Member] | Issued To Twenty Two Shareholders [Member] | Issued To Twenty Two Shareholders [Member] | Issued To Eight Warrantholders [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Three Year Warrants [Member] | Ten Year Warrants One [Member] | Ten Year Warrants Two [Member] | Director [Member] | Precious Capital LLC [Member] | Precious Capital LLC [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Loan Agreement [Member] | Loan Agreement [Member] | Loan Agreement [Member] | Van Den Berg [Member] | Van Den Berg [Member] | Van Den Berg [Member] | Accredited Investor [Member] | Accredited Investor [Member] | Transactional Finance, LLC [Member] | Transactional Finance, LLC [Member] | Secured Inventory Financing Agreement With Two Shareholders [Member] | Secured Inventory Financing Agreement With Two Shareholders [Member] | Secured Inventory Financing Agreement With Two Shareholders [Member] | Convertible Promissory Note with Asher Enterprises [Member] | Convertible Promissory Note with Asher Enterprises [Member] | Convertible Promissory Note with Asher Enterprises [Member] | Short-Term loan Agreement With Venture Banks [Member] | Short-Term loan Agreement With Venture Banks [Member] | Short-Term loan Agreement With Venture Banks [Member] | Convertible Promissory Note One with Asher Enterprises [Member] | Convertible Promissory Note One with Asher Enterprises [Member] | Sixty Days Loan Agreement [Member] | One Hundred And Eighty Days Loan Agreement [Member] | One Hundred And Eighty Days Loan Agreement [Member] | One Hundred And Eighty Days Loan Agreement [Member] | One Hundred And Eighty Days Loan Agreement [Member] | ||||||
Preferred Stock [Member] | Preferred Stock [Member] | Issued To Two Shareholders [Member] | Issued To Three Shareholders [Member] | Issued To Three Shareholders [Member] | Issued To Four Shareholders [Member] | Issued To Nine Shareholders [Member] | Issued To Nine Shareholders [Member] | Issued To Ten Shareholders [Member] | Issued To Ten Shareholders [Member] | Issued To Twelve Shareholders [Member] | Issued To One Accredited Investor [Member] | Issued To Two Accredited Investor [Member] | Issued To Three Accredited Investor [Member] | Common Stock [Member] | Issued To Nine Shareholders [Member] | Issued To Ten Shareholders [Member] | Issued To Eight Warrantholders [Member] | Issued To Nine Shareholders [Member] | Issued To Ten Shareholders [Member] | Issued To Eight Warrantholders [Member] | Common Stock [Member] | Common Stock [Member] | Minimum [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Number of Warrants Issued To Purchase Common Stock | ' | ' | ' | ' | ' | ' | 50,000 | ' | 170,000 | 688,000 | 168,840 | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 650,000 | 650,000 | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | ' | ' | $80,000 | ' | ' | ' | ' | $152,000 | ' | ' | ' | ' | $65,000 | ' | ' | $200,000 | ' | $128,500 | $425,000 | $100,000 | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' |
Warrants, Exercise Price | ' | ' | $0.50 | ' | ' | ' | $0.50 | ' | $0.50 | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | $0.50 | $0.30 | ' | ' | ' | $0.50 | $0.40 | $0.50 | $1 | $1.25 | $2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | $0.15 | ' | ' | ' |
Long-term Debt, Total | ' | ' | ' | 5,947,141 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | 8.00% | ' | ' | 5.50% | ' | 8.00% | ' | 12.00% | ' | ' | ' |
Debt Default, Long-term Debt, Repayment Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Expense, Debt | ' | ' | ' | 59,444 | 952,555 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,560 | 2,738 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,067 | 9,367 | ' | ' | ' | ' | ' | 4,031 | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '9 months | ' | ' | ' | ' | '9 months | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Terms of Conversion Feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'If the Note remains unpaid after one hundred and eighty (180) days from the Issue date, the holder has the option to convert the principal and accrued interest into shares of our Company stock at a conversion price equal to 58% of the trading price as described in the Note. | ' | ' | ' | ' | 'If the Note remains unpaid after one hundred and eighty (180) days from the Issue date, the holder has the option to convert the principal and accrued interest into shares of our Company stock at a conversion price equal to 58% of the trading price as described in the Note. | ' | ' | ' | ' | ' | ' |
Interest Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,423 | 0 | 1,084 | 1,516 | ' | ' | ' | ' | 856 | ' | ' | ' | ' | ' | ' |
Repayments of Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments Of Convertible Debt Accrued Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 46,889 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Debt Discount (Premium) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,622 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 56,889 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 97,500 | ' | ' | ' |
Other Loans Payable, Long-term, Noncurrent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 152,000 | 95,111 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Collateral | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The loan is collateralized by CDs owned by David Palmund, an unrelated party, who has also filed a UCC lien on the Companys assets. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable, Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Damages Sought, Value | ' | ' | ' | ' | 98,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated Litigation Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,000 | 70,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Face Amount, Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' |
Debt Instrument, Convertible, Beneficial Conversion Feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 161,000 | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,681,688 | 1,378,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.22 | $0.25 |
Short-term Debt, Total | ' | ' | 214,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Short-term Debt, Total | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | 164,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 425,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 778,550 | 614,170 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Interest Rate During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Frequency of Payment and Payment Terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'All outstanding principal of this loan and any accrued interest are due to Lender in full, thirty-six (36) months from the date of the Loan Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Loan Advance Utilization For Repayments Of Related Party Debt | ' | ' | ' | 280,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Loan Advance Utilization To Acquire An Asset | ' | ' | ' | 640,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Loan Advance Utilization For Prepaid Payment Of Loan Interest | ' | ' | ' | 375,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Loan Advance Utilization For Acquiring Engine Development IP Technology | ' | ' | ' | 330,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Loan Advance Utilization For Manufacturing Equipment And Tooling, Maximum | ' | ' | ' | 450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Loan Advance Utilization For Loan Brokerage Commission | ' | ' | ' | 180,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Loan Advance Utilization For Motor Cycle Components, Maximum | ' | ' | ' | 128,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line Of Credit Amount Outstanding Maximum Percentage, Not To Exceed Balancing Formula | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Lines of Credit | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Collateral | ' | ' | ' | 'To provide the required collateral for this loan, both VMC and the Company entered into various security, pledge and guaranty agreements to guarantee payment to the Lender and secure the Lender with all tangible and intangible assets of VMC and the Company as set forth in the Loan Agreement and its supporting documents, including the Companys 100% ownership of VMC. In addition, the future payment to the Lender of all outstanding principal and accrued interest of this loan was guaranteed unconditionally by the Chief Executive Officer and Chief Financial Officer of the Company. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,670,333 | 4,994,972 | ' | ' | 4,134 | 280,000 | 3,855,000 | ' | ' | ' | 855,858 | 500,000 | 383,333 | 532,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,694,128 | 4,914,662 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued, Price Per Share | ' | ' | ' | $0.27 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued for Services | ' | ' | ' | 1,030,748 | 1,201,342 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,670 | 4,995 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 135,000 | 80,500 | 149,640 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,617,415 | 2,136,583 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | 5,203,053 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Increase, Accrued Interest | ' | ' | ' | 248,199 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Value Transfer To Debt Discount | ' | ' | ' | ' | ' | 2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Per Share New Issues | ' | ' | ' | ' | ' | ' | ' | $0.75 | ' | ' | ' | ' | $0.75 | ' | ' | ' | $0.25 | $0.50 | ' | ' | ' | $0.50 | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued During Period For Services | ' | 1,359,550 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 337,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 650,000 | 70,000 | 639,550 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | 33,334 | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | 170,000 | ' | ' | ' | 908,000 | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,842,001 | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,255,000 | ' | ' | ' | ' | ' | 9,694,128 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | 589,852 | ' | ' | ' | 75,000 | 85,170 | ' | ' | ' | 454,000 | 525,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued During Period Value For Services | ' | 313,133 | 27,971 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, Expiry Term | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 414,150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beneficial Conversion Feature On Loan | ' | ' | ' | 0 | 227,419 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 148,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Issued During Period, Shares, Issued For Cash And Conversion Of Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,353,135 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Notes Payable, Current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,889 | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Related Party Debt | ' | ' | ' | $280,000 | $24,513 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2011 | Apr. 24, 2012 | Dec. 31, 2012 | Apr. 24, 2012 | Dec. 31, 2011 | |
Precious Capital LLC [Member] | Van Den Berg [Member] | Van Den Berg [Member] | ||||
Repayments of Related Party Debt | $280,000 | $24,513 | ' | ' | $80,000 | ' |
Notes Payable, Related Parties | ' | ' | ' | ' | ' | 80,000 |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | $6,000,000 | $6,000,000 | ' | ' |
Line of Credit Facility, Frequency of Payment and Payment Terms | ' | ' | ' | 'All outstanding principal of this loan and any accrued interest are due to Lender in full, thirty-six (36) months from the date of the Loan Agreement | ' | ' |
COMMON_STOCK_WARRANTS_AND_OPTI2
COMMON STOCK WARRANTS AND OPTIONS (Details) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Warrant One [Member] | ' |
Warrants to Purchase Common Share | 830,000 |
Common Share Strike Price | $1 |
Term | '3 years |
Expiration Date | 'November 2013 to December 2013 |
Warrant Two [Member] | ' |
Warrants to Purchase Common Share | 37,500 |
Common Share Strike Price | $4 |
Term | '5 years |
Expiration Date | 'January 2013 to March 2013 |
Warrant Three [Member] | ' |
Warrants to Purchase Common Share | 62,500 |
Common Share Strike Price | $0.50 |
Term | '5 years |
Expiration Date | 'November 2014 to December 2014 |
Warrant Four [Member] | ' |
Warrants to Purchase Common Share | 100,000 |
Common Share Strike Price | $0.50 |
Term | '3 years |
Expiration Date | 'March 2014 |
Warrant Five [Member] | ' |
Warrants to Purchase Common Share | 10,000 |
Common Share Strike Price | $2 |
Term | '5 years |
Expiration Date | 'November 2014 |
Warrant Six [Member] | ' |
Warrants to Purchase Common Share | 500,000 |
Common Share Strike Price | $0.15 |
Term | '3 years |
Expiration Date | 'December 2014 |
Warrant Seven [Member] | ' |
Warrants to Purchase Common Share | 550,000 |
Common Share Strike Price | $0.50 |
Term | '5 years |
Expiration Date | 'January 2015 to December 2015 |
Warrant Eight [Member] | ' |
Warrants to Purchase Common Share | 1,373,980 |
Common Share Strike Price | $1 |
Term | '5 years |
Expiration Date | 'January 2015 to December 2015 |
Warrant Nine [Member] | ' |
Warrants to Purchase Common Share | 50,000 |
Common Share Strike Price | $2 |
Term | '5 years |
Expiration Date | 'May 2015 |
Warrant Ten [Member] | ' |
Warrants to Purchase Common Share | 1,330,000 |
Common Share Strike Price | $0.15 |
Term | '3 years |
Expiration Date | 'January 2015 to April 2015 |
Warrant Eleven [Member] | ' |
Warrants to Purchase Common Share | 1,538,000 |
Common Share Strike Price | $0.50 |
Term | '5 years |
Expiration Date | 'January 2016 to December 2016 |
Warrant Twelve [Member] | ' |
Warrants to Purchase Common Share | 320,000 |
Common Share Strike Price | $1 |
Term | '5 years |
Expiration Date | 'January 2016 to December 2016 |
Warrant Thirteen [Member] | ' |
Warrants to Purchase Common Share | 37,500 |
Common Share Strike Price | $2 |
Term | '5 years |
Expiration Date | 'January 2016 to December 2016 |
Warrant Fourteen [Member] | ' |
Warrants to Purchase Common Share | 400,625 |
Common Share Strike Price | $0.40 |
Term | '10 years |
Expiration Date | 'December 2020 |
Warrant Fifteen [Member] | ' |
Warrants to Purchase Common Share | 90,000 |
Common Share Strike Price | $0.50 |
Term | '10 years |
Expiration Date | 'December 2020 |
Warrant Sixteen [Member] | ' |
Warrants to Purchase Common Share | 232,734 |
Common Share Strike Price | $0.75 |
Term | '10 years |
Expiration Date | 'December 2020 |
Warrant Seventeen [Member] | ' |
Warrants to Purchase Common Share | 203,467 |
Common Share Strike Price | $1 |
Term | '10 years |
Expiration Date | 'December 2020 |
Warrant Eighteen [Member] | ' |
Warrants to Purchase Common Share | 223,000 |
Common Share Strike Price | $1.25 |
Term | '10 years |
Expiration Date | 'December 2020 |
Warrant Nineteen [Member] | ' |
Warrants to Purchase Common Share | 16,167 |
Common Share Strike Price | $3 |
Term | '10 years |
Expiration Date | 'December 2020 |
Warrant Twenty [Member] | ' |
Warrants to Purchase Common Share | 42,000 |
Common Share Strike Price | $0.40 |
Term | '10 years |
Expiration Date | 'December 2021 |
Warrant Twenty One [Member] | ' |
Warrants to Purchase Common Share | 18,000 |
Common Share Strike Price | $0.50 |
Term | '10 years |
Expiration Date | 'December 2021 |
Warrant Twenty Two [Member] | ' |
Warrants to Purchase Common Share | 26,240 |
Common Share Strike Price | $0.75 |
Term | '10 years |
Expiration Date | 'December 2021 |
Warrant Twenty Three [Member] | ' |
Warrants to Purchase Common Share | 36,000 |
Common Share Strike Price | $1 |
Term | '10 years |
Expiration Date | 'December 2021 |
Warrant Twenty Four [Member] | ' |
Warrants to Purchase Common Share | 46,600 |
Common Share Strike Price | $1.25 |
Term | '10 years |
Expiration Date | 'December 2021 |
Warrant Twenty Five [Member] | ' |
Warrants to Purchase Common Share | 170,000 |
Common Share Strike Price | $0.50 |
Term | '10 years |
Expiration Date | 'January 2022 to April 2022 |
Warrant Twenty Six [Member] | ' |
Warrants to Purchase Common Share | 639,550 |
Common Share Strike Price | $0.30 |
Term | '10 years |
Expiration Date | 'May 2022 |
COMMON_STOCK_WARRANTS_AND_OPTI3
COMMON STOCK WARRANTS AND OPTIONS (Details 1) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Warrants, Exercise Price Range, Lower Range Limit | $0.15 | $0.15 | ' |
Warrants, Exercise Price Range, Upper Range Limit | $4 | $4 | ' |
Number warrants outstanding | 8,883,863 | 6,775,563 | 4,142,733 |
Weighted average remaining contractual life (in years) | '4 years 3 months | '4 years 7 months 2 days | ' |
Weighted average exercise price, warrants outstanding | $0.63 | $0.76 | ' |
Volatility, Minimum | 213.00% | 213.00% | ' |
Volatility, Maximum | 250.00% | 250.00% | ' |
Number warrants exercisable | 8,883,863 | 6,775,563 | ' |
Weighted average exercise price, warrants exercisable | $0.63 | $0.76 | ' |
Minimum [Member] | ' | ' | ' |
Term | '3 years | '3 years | ' |
Maximum [Member] | ' | ' | ' |
Term | '10 years | '10 years | ' |
Warrant [Member] | ' | ' | ' |
Dividend | 0.00% | 0.00% | ' |
COMMON_STOCK_WARRANTS_AND_OPTI4
COMMON STOCK WARRANTS AND OPTIONS (Details 2) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Options, Beginning Balance | 0 | 31,250 |
Options, Issued | 0 | 0 |
Options, Exercised | 0 | 0 |
Options, Cancelled | 0 | -31,250 |
Options, Ending Balance | 0 | 0 |
Options, Exercisable | 0 | 0 |
Warrants, Beginning Balance | 6,775,563 | 4,142,733 |
Warrants, Issued | 2,139,550 | 2,632,830 |
Warrants, Exercised | 0 | 0 |
Warrants, Cancelled | -31,250 | 0 |
Warrants, Ending Balance | 8,883,863 | 6,775,563 |
Warrants, Exercisable | 8,883,863 | 6,775,563 |
LEASING_ACTIVITIES_Details
LEASING ACTIVITIES (Details) (USD $) | Dec. 31, 2012 |
For the years ending December31, | ' |
2013 | $200,784 |
2014 | 200,784 |
2015 | 200,784 |
2016 | 200,784 |
2017 | 200,784 |
Total | $1,003,920 |
LEASING_ACTIVITIES_Details_Tex
LEASING ACTIVITIES (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Lessee Leasing Arrangements, Operating Leases, Term of Contract | '120 months |
Operating Leases, Rent Expense | $130,143 |
SHAREHOLDERS_EQUITY_Details_Te
SHAREHOLDERS' EQUITY (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | |
Apr. 24, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Preferred Stock, Authorized | ' | 20,000,000 | 20,000,000 |
Preferred Stock, Par Value | ' | $0.00 | $0.00 |
Preferred Stock, Outstanding | ' | 0 | 1,386,469 |
Convertible Preferred Stock , Number Of Shares Converted | ' | 1,386,468 | ' |
Convertible Preference Shares Conversion Price Per Share | ' | $3.75 | ' |
Debt Conversion, Converted Instrument, Amount | $164,000 | ' | ' |
Stock Issued During Period, Value, Issued for Services | ' | 1,030,748 | 1,201,342 |
Common Stock [Member] | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | 2,670,333 | 4,994,972 |
Stock Issued During Period, Value, Issued for Services | ' | 2,670 | 4,995 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | 5,199,256 | ' |
Common Stock [Member] | Accredited Investor [Member] | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | 3,842,001 | 3,500,000 |
Stock Issued During Period, Value, New Issues | ' | 790,140 | 525,000 |
Debt Conversion, Converted Instrument, Shares Issued | ' | 3,681,688 | 1,378,000 |
Debt Conversion, Converted Instrument, Amount | ' | 778,550 | 614,170 |
Stock Issued During Period, Shares, Issued for Services | ' | 9,694,128 | 4,914,662 |
Stock Issued During Period, Value, Issued for Services | ' | 2,617,415 | 2,136,583 |
Convertible Preferred Stock [Member] | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | 1,386,468 |
Number Of Warrants Issued | ' | ' | 800,000 |
Exercise Price, Warrant | ' | ' | $0.50 |
Proceeds from Issuance of Convertible Preferred Stock | ' | ' | 589,852 |
Capital Stock Issued | ' | ' | $475,000 |
Preferred Stock, Outstanding | ' | ' | 1,386,468 |
Stock Issued During Period Price Per Share New Issues | ' | ' | $0.75 |
LEGAL_Details_Textual
LEGAL (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2011 | |
Loss Contingency, Damages Sought, Value | $98,000 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Benefit at effective federal statutory rate of 35% | ($2,023,233) | ($1,341,501) |
State income taxes (benefit) | -462,453 | -375,620 |
Non-deductible impairment losses, accretion and financing expenses paid for with stock and warrants | 1,066,686 | 239,636 |
Change in valuation allowance | 1,419,000 | 1,477,485 |
Income Tax Benefit: | $0 | $0 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Operating Loss Carryforwards | $36,000,000 |
Operating Loss Carryforwards, Expiration Date | 31-Dec-22 |
Deferred Tax Assets, Valuation Allowance | $15,300,000 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% |
SUBSIDIARY_PURCHASE_Details
SUBSIDIARY PURCHASE (Details) (USD $) | Dec. 31, 2012 |
Fixed assets (estimated life of 5 years) | $300,000 |
Intangible (customer list) (estimated useful life of 5 years) | 85,000 |
Inventory | 215,000 |
Total purchases | 600,000 |
Finder's fee | 40,000 |
Total purchase price | $640,000 |
SUBSIDIARY_PURCHASE_Details_1
SUBSIDIARY PURCHASE (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
REVENUE | $611,797 | $165,209 |
COST OF REVENUE | 660,165 | 165,538 |
Gross profit | -48,368 | -329 |
OPERATING EXPENSE: | -3,425,433 | -3,281,703 |
Income (Loss) from Operations | -3,473,801 | -3,282,032 |
Other Income (Expense): | ' | ' |
Total other income (expense) | -2,635,350 | -550,828 |
Net Income (Loss) | ' | -3,832,860 |
Deemed dividend of preferred stock | 0 | -338,508 |
Net loss attributed to common shareholders | -6,109,151 | -4,171,368 |
Precision Metal Fab Racing [Member] | ' | ' |
REVENUE | 195,978 | 667,098 |
COST OF REVENUE | 138,650 | 569,580 |
Gross profit | 57,328 | 97,518 |
OPERATING EXPENSE: | -14,613 | -72,030 |
Income (Loss) from Operations | 42,715 | 25,488 |
Other Income (Expense): | ' | ' |
Total other income (expense) | 0 | 0 |
Net Income (Loss) | ' | 25,488 |
Deemed dividend of preferred stock | ' | 0 |
Net loss attributed to common shareholders | 42,715 | 25,488 |
Pro Forma Adjustment [Member] | ' | ' |
REVENUE | 0 | 0 |
COST OF REVENUE | 0 | 0 |
Gross profit | 0 | 0 |
OPERATING EXPENSE: | -40,000 | -40,000 |
Income (Loss) from Operations | -40,000 | -40,000 |
Other Income (Expense): | ' | ' |
Total other income (expense) | 0 | 0 |
Net Income (Loss) | ' | -40,000 |
Deemed dividend of preferred stock | ' | 0 |
Net loss attributed to common shareholders | -40,000 | -40,000 |
Viper Powersports Inc Pro forma [Member] | ' | ' |
REVENUE | 807,775 | 832,307 |
COST OF REVENUE | 798,815 | 735,118 |
Gross profit | 8,960 | 97,189 |
OPERATING EXPENSE: | -3,479,046 | -3,393,733 |
Income (Loss) from Operations | -3,470,086 | -3,296,544 |
Other Income (Expense): | ' | ' |
Total other income (expense) | -2,635,352 | -550,828 |
Net Income (Loss) | ' | -3,847,372 |
Deemed dividend of preferred stock | ' | -338,508 |
Net loss attributed to common shareholders | ($6,105,438) | ($4,185,880) |
SUBSIDIARY_PURCHASE_Details_Te
SUBSIDIARY PURCHASE (Details Textual) | 12 Months Ended |
Dec. 31, 2012 | |
Property, Plant and Equipment, Useful Life | '5 years |
Customer Lists [Member] | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
ASSETS | ' | ' | ' | |
Cash | $94,686 | $27,896 | $15,579 | |
Accounts receivable | 29,493 | 8,803 | ' | |
Inventory and supplies | 1,010,141 | 523,174 | ' | |
Prepaid expenses and other assets | 1,324,824 | 101,602 | ' | |
Total current assets | 2,459,144 | 661,475 | ' | |
Fixed assets: | ' | ' | ' | |
Office and computer equipment | 96,733 | 96,733 | ' | |
Manufacturing and development equipment | 545,235 | 242,835 | ' | |
Vehicles | 278,507 | 248,937 | ' | |
Leasehold improvements | 63,363 | 63,363 | ' | |
Subtotal | 983,838 | 651,868 | ' | |
Accumulated depreciation | -311,682 | -140,715 | ' | |
Total fixed assets | 672,156 | 511,153 | ' | |
Other assets: | ' | ' | ' | |
Rental deposit and other | 14,200 | 13,400 | ' | |
Deferred financing cost | 2,035,767 | [1] | 0 | ' |
Intangibles | 362,904 | 0 | ' | |
Total other assets | 2,412,871 | 13,400 | ' | |
Total assets | 5,544,171 | 1,186,028 | ' | |
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | ' | ' | ' | |
Accounts payable | 174,144 | 222,319 | ' | |
Accrued liabilities | 158,208 | 205,091 | ' | |
Notes payable, less discount of $114,611 | 5,735,141 | 233,621 | ' | |
Notes payable - related party | 212,000 | 175,111 | ' | |
Total current liabilities | 6,279,493 | 936,142 | ' | |
Long-term liabilities | ' | ' | ' | |
Note payable | 0 | 170,000 | ' | |
Total long-term liabilities | 0 | 170,000 | ' | |
Total liabilities | 6,279,493 | 1,106,142 | ' | |
Stockholders' deficit | ' | ' | ' | |
Common stock | 52,183 | 28,692 | ' | |
Additional paid in capital | 46,084,232 | 40,812,394 | ' | |
Accumulated deficit | -46,871,737 | [1] | -40,762,586 | ' |
Total stockholders' equity (deficit) | -735,322 | 79,886 | -23,630 | |
Total liabilities and stockholders' equity (deficit) | 5,544,171 | 1,186,028 | ' | |
Transferred Assets [Member] | ' | ' | ' | |
ASSETS | ' | ' | ' | |
Cash | 94,067 | ' | ' | |
Accounts receivable | 29,493 | ' | ' | |
Inventory and supplies | 910,141 | ' | ' | |
Prepaid expenses and other assets | 1,324,824 | ' | ' | |
Total current assets | 2,358,525 | ' | ' | |
Fixed assets: | ' | ' | ' | |
Office and computer equipment | 96,733 | ' | ' | |
Manufacturing and development equipment | 545,235 | ' | ' | |
Vehicles | 278,507 | ' | ' | |
Leasehold improvements | 63,363 | ' | ' | |
Subtotal | 983,838 | ' | ' | |
Accumulated depreciation | -311,682 | ' | ' | |
Total fixed assets | 672,156 | ' | ' | |
Other assets: | ' | ' | ' | |
Rental deposit and other | 14,200 | ' | ' | |
Deferred financing cost | 2,035,767 | [1] | ' | ' |
Intangibles | 362,904 | ' | ' | |
Total other assets | 2,412,871 | ' | ' | |
Total assets | 5,443,552 | ' | ' | |
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | ' | ' | ' | |
Accounts payable | 129,719 | ' | ' | |
Accrued liabilities | 154,312 | ' | ' | |
Notes payable, less discount of $114,611 | 5,721,252 | ' | ' | |
Notes payable - related party | 60,000 | ' | ' | |
Total current liabilities | 6,065,283 | ' | ' | |
Long-term liabilities | ' | ' | ' | |
Note payable | 0 | ' | ' | |
Total long-term liabilities | 0 | ' | ' | |
Total liabilities | 6,065,283 | ' | ' | |
Stockholders' deficit | ' | ' | ' | |
Common stock | 0 | ' | ' | |
Additional paid in capital | 0 | ' | ' | |
Accumulated deficit | -621,731 | [1] | ' | ' |
Total stockholders' equity (deficit) | -621,731 | ' | ' | |
Total liabilities and stockholders' equity (deficit) | 5,443,552 | ' | ' | |
Remaining Assets [Member] | ' | ' | ' | |
ASSETS | ' | ' | ' | |
Cash | 619 | ' | ' | |
Accounts receivable | 0 | ' | ' | |
Inventory and supplies | 100,000 | ' | ' | |
Prepaid expenses and other assets | 0 | ' | ' | |
Total current assets | 100,619 | ' | ' | |
Fixed assets: | ' | ' | ' | |
Office and computer equipment | 0 | ' | ' | |
Manufacturing and development equipment | 0 | ' | ' | |
Vehicles | 0 | ' | ' | |
Leasehold improvements | 0 | ' | ' | |
Subtotal | 0 | ' | ' | |
Accumulated depreciation | 0 | ' | ' | |
Total fixed assets | 0 | ' | ' | |
Other assets: | ' | ' | ' | |
Rental deposit and other | 0 | ' | ' | |
Deferred financing cost | 0 | [1] | ' | ' |
Intangibles | 0 | ' | ' | |
Total other assets | 0 | ' | ' | |
Total assets | 100,619 | ' | ' | |
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT) | ' | ' | ' | |
Accounts payable | 44,425 | ' | ' | |
Accrued liabilities | 3,896 | ' | ' | |
Notes payable, less discount of $114,611 | 13,889 | ' | ' | |
Notes payable - related party | 152,000 | ' | ' | |
Total current liabilities | 214,210 | ' | ' | |
Long-term liabilities | ' | ' | ' | |
Note payable | 0 | ' | ' | |
Total long-term liabilities | 0 | ' | ' | |
Total liabilities | 214,210 | ' | ' | |
Stockholders' deficit | ' | ' | ' | |
Common stock | 52,183 | ' | ' | |
Additional paid in capital | 46,084,232 | ' | ' | |
Accumulated deficit | -46,250,006 | [1] | ' | ' |
Total stockholders' equity (deficit) | -113,591 | ' | ' | |
Total liabilities and stockholders' equity (deficit) | $100,619 | ' | ' | |
[1] | The pro forma is intended to reflect the Company going forward. Debt issuance costs have been adjusted to zero to reflect the result of the settlement. |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 13, 2013 | Mar. 05, 2013 |
Subsequent Event [Member] | Subsequent Event [Member] | |||
Debt Instrument Value Transfer To Debt Discount | ' | ' | ' | $2,900,000 |
Debt Instrument, Debt Default, Description of Notice of Default | ' | ' | '10 business days | ' |
Notes payable, discount | $114,611 | $114,611 | ' | ' |