Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Jul. 28, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'KOGETO, INC. | ' |
Entity Central Index Key | '0001361955 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Common Stock, Shares Outstanding | ' | 39,486,208 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash and cash equivalents | $375,990 | $848,059 |
Restricted cash | ' | 126,075 |
Accounts receivable | 44,348 | 23,280 |
Inventory | 52,887 | 131,810 |
Prepaid expenses and other current assets | 86,544 | 304,783 |
Total current assets | 559,769 | 1,434,007 |
Other assets | 12,915 | 5,617 |
Capitalized software | 141,900 | 141,900 |
Property and equipment, net | 19,877 | 18,252 |
Total assets | 734,461 | 1,599,776 |
Current liabilities | ' | ' |
Accounts payable | 379,248 | 676,356 |
Accrued expenses | 234,146 | 657,618 |
Loan from Northeast Automotive Holdings (NEAU) | ' | 1,719,850 |
Short term debt - related parties | 50,000 | 173,000 |
Secured 10% Bridge Notes | 300,000 | 300,000 |
Derivative liability | 722,500 | ' |
Senior Secured 10% Convertible Notes | ' | 450,000 |
Total current liabilities | 1,685,894 | 3,976,824 |
Stockholders' deficit | ' | ' |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding | ' | ' |
Common stock, $0.001 par value, 300,000,000 shares authorized, 36,387,303 and 19,972,317 shares issued and outstanding, respectively | 36,387 | 19,972 |
Additional paid-in capital | 5,678,256 | 2,776,406 |
Accumulated deficit | -6,666,076 | -5,173,426 |
Total stockholders' deficit | -951,433 | -2,377,048 |
Total liabilities and stockholders' deficit | $734,461 | $1,599,776 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Stockholders' equity | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 36,387,303 | 19,972,317 |
Common stock, shares, outstanding | 36,387,303 | 19,972,317 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' |
Net sales | $266,255 | $329,210 |
Cost of goods sold | 317,051 | 308,827 |
Gross (loss) profit | -50,796 | 20,383 |
Operating expenses: | ' | ' |
Production and operations | ' | 33,009 |
Selling and marketing | 5,324 | 51,061 |
Research and development | 27,552 | 22,884 |
General and administrative | 127,354 | 218,890 |
Stock-based compensation | 248,439 | 33,495 |
Financial advisory fees | 862,476 | ' |
Depreciation and amortization | 3,207 | 3,045 |
Total operating expenses | 1,274,352 | 362,384 |
Loss from operations | -1,325,148 | -342,001 |
Other (income) expense | -7,694 | -1,120 |
Interest expense | 175,196 | 18,118 |
Net loss attributable to common stockholders | ($1,492,650) | ($358,999) |
Basic and diluted net loss per common share | ($0.04) | ($0.02) |
Basic and diluted weighted average common shares outstanding | 35,810,985 | 19,742,009 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Capital Stock to be Issued [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2013 | ($2,377,048) | ' | $19,972 | ' | $2,776,406 | ($5,173,426) |
Balance, shares at Dec. 31, 2013 | ' | ' | 19,972,317 | ' | ' | ' |
Stock option exchange upon Merger | 167,385 | ' | 1,355 | ' | 166,030 | ' |
Stock option exchange upon Merger, shares | ' | ' | 1,354,821 | ' | ' | ' |
Stock issued to previous holders upon Merger | 81,054 | ' | 289 | ' | 80,765 | ' |
Stock issued to previous holders upon Merger, shares | ' | ' | 289,478 | ' | ' | ' |
Conversion of Senior Secured 10% Convertible Notes upon Merger | 543,635 | ' | 1,942 | ' | 541,693 | ' |
Conversion of Senior Secured 10% Convertible Notes upon Merger, shares | ' | ' | 1,941,553 | ' | ' | ' |
Issuance of stock to settle liabilities upon Merger | 223,698 | ' | 799 | ' | 222,899 | ' |
Issuance of stock to settle liabilities upon Merger, shares | ' | ' | 798,918 | ' | ' | ' |
Recapitalization 1/6/14 | 1,526,089 | ' | 17,697 | 20,000 | 1,488,392 | ' |
Recapitalization 1/6/14, shares | ' | ' | 17,696,872 | 500,000 | ' | ' |
Sale of NEAU subsidiary | 179,761 | ' | -5,828 | ' | 185,589 | ' |
Sale of NEAU subsidiary, shares | -5,827,656 | ' | -5,827,656 | ' | ' | ' |
Issuance of common stock | 24,800 | ' | 161 | -20,000 | 44,639 | ' |
Issuance of common stock, shares | ' | ' | 161,000 | -500,000 | ' | ' |
Issuance of warrants | 171,843 | ' | ' | ' | 171,843 | ' |
Net loss | -1,492,650 | ' | ' | ' | ' | -1,492,650 |
Balance at Mar. 31, 2014 | ($951,433) | ' | $36,387 | ' | $5,678,256 | ($6,666,076) |
Balance, shares at Mar. 31, 2014 | ' | ' | 36,387,303 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Operating activities: | ' | ' |
Net loss | ($1,492,650) | ($358,999) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 3,207 | 3,045 |
Stock-based compensation | 248,439 | 33,495 |
Derivative expense included in financial advisory fees | 722,500 | ' |
Non-cash consulting fees | 107,064 | ' |
Non-cash interest expense | 162,615 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -21,068 | 61,215 |
Inventory | 78,923 | 11,197 |
Prepaid expenses and other current assets | 218,239 | 35,542 |
Accounts payable | -297,108 | -36,639 |
Accrued expenses | -168,175 | 101,563 |
Other assets | -7,298 | 4,830 |
Net cash used in operating activities | -445,312 | -144,751 |
Investing activities: | ' | ' |
Decrease in restricted cash | 126,075 | ' |
Purchase of property and equipment | -4,832 | -191 |
Net cash provided by (used in) investing activities | 121,243 | -191 |
Financing activities: | ' | ' |
Repayment of short term debt - related parties | -123,000 | -21,500 |
Proceeds from the issuance of Senior Secured 10% Convertible Notes | ' | 200,000 |
Repayment of Senior Secured 10% Convertible Notes | -25,000 | ' |
Net cash (used in) provided by financing activities | -148,000 | 178,500 |
Net increase (decrease) in cash and cash equivalents | -472,069 | 33,558 |
Cash and cash equivalents, beginning of period | 848,059 | 10,865 |
Cash and cash equivalents, end of period | 375,990 | 44,423 |
Supplemental cash flow disclosures: | ' | ' |
Interest paid | 28,597 | 4,638 |
Common stock issued for payment of Senior Secured 10% Convertible Notes | 425,000 | ' |
Common Stock issued in payment of services | $341,912 | ' |
Merger
Merger | 3 Months Ended |
Mar. 31, 2014 | |
Merger [Abstract] | ' |
Merger | ' |
Note 1 - Merger | |
On January 6, 2014, Kogeto, Inc., a Nevada corporation (formerly Northeast Automotive Holdings, Inc.) ("we," "us," "our," the "Company" or "Kogeto") completed a "reverse merger" transaction (the "Merger"), in which Kogeto Acquisition Corp., a Delaware corporation and our newly-created, wholly-owned subsidiary ("Merger Sub"), merged with and into Kogeto Technologies, Inc., a Delaware corporation (formerly Kogeto, Inc.) ("Old Kogeto"). As a result of the Merger, Old Kogeto became our wholly-owned subsidiary, with Old Kogeto's former stockholders acquiring a majority of the outstanding shares of our common stock. The Merger was consummated under Delaware corporate law and pursuant to an Agreement and Plan of Merger, dated as of March 17, 2013 (the "Merger Agreement"), as discussed below. On December 31, 2013, in anticipation of closing the Merger, we also completed a private placement of 7,142,855 shares or our common stock at $0.28 per share and warrants to purchase an additional 1,428,570 shares of our common stock to accredited investors for gross proceeds of $2,000,000, and received net proceeds of $1,719,850 at the closing of the private placement, inclusive of the conversion of $450,000 in bridge financing. The warrants have an exercise price of $0.32 per shares and a term of five years. In connection with the Private Placement, we issued warrants to the placement agents to purchase 685,713 shares of common stock with an exercise price of $0.32 per share exercisable for a period of 5 years. | |
Pursuant to the Merger Agreement, at closing, we issued 24,357,087 shares of our common stock to the former stockholders of Old Kogeto, representing 68% of our outstanding common stock following the Merger and private placement (inclusive of 7,142,855 shares of common stock sold in the private placement), in exchange for 100% of the outstanding shares of Old Kogeto common stock. Included in the 24,357,087 shares of our common stock issued in the Merger were 10,040,223 shares of our common stock issued to the holders of 3,916,655 shares of Series A preferred stock of Old Kogeto and 9,932,094 shares of our common stock issued to the holders of 7,284,000 shares of common stock of Old Kogeto. | |
As part of the transaction, we also acquired all of the outstanding membership interests of Kogeto Lucy, LLC, an entity that owned certain intellectual property associated with Old Kogeto's products, from Jeff Glasse, its sole member, in exchange for the issuance of 1,000 newly-issued shares of our common stock. | |
Subsequent to completion of the Merger, on or about January 14, 2014, pursuant to the terms of a Subsidiary Purchase Agreement, we sold all of the outstanding shares of our subsidiary, Northeast Automotive Acceptance Corp., through which we had previously conducted our business, to the former Chief Executive Officer of our company, in exchange for the return and cancellation of 5,827,246 shares of our common stock that he owned. | |
The Merger is being accounted for as a "reverse merger," since the stockholders of Old Kogeto own a majority of the outstanding shares of our common stock immediately following the Merger. Old Kogeto is deemed to be the acquirer in the Merger and, consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements will be those of Old Kogeto and will be recorded at the historical cost basis of Old Kogeto. In order to reflect the change in capitalization, earnings per share should be recast for all historical periods to reflect the exchange ratio. |
Business_and_Basis_of_Presenta
Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
Business and Basis of Presentation [Abstract] | ' |
Business and Basis of Presentation | ' |
Note 2 - Business and Basis of Presentation | |
Principles of consolidation | |
The accompanying interim consolidated financial statements of Kogeto, Inc. include the accounts of its wholly-owned subsidiaries, Kogeto Technologies, Inc. and Kogeto Lucy, LLC. All significant intercompany transactions and balances have been eliminated in consolidation. | |
Nature of Business | |
Kogeto, Inc. provides integrated hardware, software and web services to deliver 360° panoramic video to consumers and businesses. Our products are the consumer-grade Dot® and the professional-grade LucyTM. Dot® is a 360° panoramic video lens which attaches to Apple's iPhone 4, 4S and 5 via a proprietary bracket. LucyTM is our professional-grade 360° panoramic video camera. In addition, we provide professional video production services for 360° panoramic video. Our next generation professional-grade 360° panoramic video camera JoeyTM is currently being developed and is expected to be completed in the third quarter of 2014. | |
Unaudited Interim Financial Information | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and in conformity with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X for interim financial information. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014, or for any other interim period or other future year. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes for the fiscal year ended December 31, 2013, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission (the "SEC") on May 27, 2014, and the Current Report on Form 8-K/A (Amendment No. 2) filed with the SEC on June 20, 2014. |
Going_Concern_Uncertainty
Going Concern Uncertainty | 3 Months Ended |
Mar. 31, 2014 | |
Going Concern Uncertainty [Abstract] | ' |
Going Concern Uncertainty | ' |
Note 3- Going Concern Uncertainty | |
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The Company has incurred recurring losses, has negative working capital, has an accumulated deficit, and has experienced recurring negative cash flows from operations. This raises doubt about the Company's ability to continue as a going concern. | |
On June 18, 2014, we completed the initial closing of a private placement to accredited investors of 2,714,285 shares of our common stock, at a purchase price of $0.28 per share, for gross proceeds of $760,000. The net proceeds from the private placement will be used by us for capital expenditure requirements and for working capital and other general corporate purposes. Management believes that it will be successful in obtaining sufficient financing to execute its operating plan. However, no assurance can be provided that we will secure additional financing or be able to achieve and sustain a profitable level of operations. To the extent that we are unsuccessful in our plan, management may find it necessary to contemplate the sale of assets and/or curtail operations. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
Note 4 - Summary of Significant Accounting Policies | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each of the reporting periods. Actual results could differ from those estimates. Our significant estimates are the allowance for sales returns and doubtful accounts, the value of inventory, the valuation allowance for the deferred tax asset, the expected life of property and equipment, the net realizable value of capitalized software costs, the value of stock options and the fair value of derivative liabilities. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
We consider all highly liquid temporary cash investments with an original maturity of three months or less when purchased to be cash equivalents. | |||||||||||||||||
Accounts Receivable | |||||||||||||||||
Accounts receivable are stated at the amount we expect to collect. An allowance for doubtful accounts, sales returns and sales discounts is recorded based on a combination of historical experience and information on customer accounts. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We have historically experienced little, if any, uncollectible receivables and management has determined that no allowance was required at March 31, 2014 and December 31, 2013. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
Revenue consists of sales of our professional and consumer-grade 360° panoramic capture devices, accessories and professional video production services. Our 360° panoramic capture devices make use of our software and web services, which are included in the sale of the product. | |||||||||||||||||
Revenue is recognized when the following four basic criteria are met: (i) persuasive evidence of an arrangement exists; (ii) the fee is fixed or determinable; (iii) collection is reasonably assured; and (iv) product delivery has occurred or services have been provided. To the extent that one or more of these conditions are not met, revenue is deferred until such time as all four criteria are met. Revenue for product sales is generally recognized upon shipment of products to the customer or retailer, which constitutes delivery. Revenue for professional video production services is recognized when services have been provided and fees are billable. | |||||||||||||||||
Reserves for Product Returns and Exchanges | |||||||||||||||||
We estimate the allowance for sales returns to be 9% of gross sales of Dot, which is based upon historical results and information on specific customer accounts. For certain high volume sales, particularly for those involving new customers, we monitor store stock levels regularly and, as necessary, set aside specific reserves for any estimated returns outside of the general allowance for sales returns. | |||||||||||||||||
Inventory | |||||||||||||||||
Inventory consists of raw materials, work in process, and finished goods. Inventory values are stated at the lower of cost or market utilizing a weighted average method. We recognize that technology products such as Dot and Lucy are prone to rapid change and obsolescence. We have recognized an allowance for obsolete inventory of $55,000 as of March 31, 2014. In the event that inventory values are adjusted below cost, we will use the adjusted inventory values to determine a revised lower-cost amount for the relevant portion of the inventory. As necessary, we will establish reserves for potential returns, offset in part by an inventory account consisting of the original cost of these expected returns. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment consists primarily of production molds and equipment associated with production of Dot, computer equipment and furniture and fixtures, which are stated at cost. | |||||||||||||||||
Depreciation and amortization are provided using the straight-line method over the estimated useful lives (generally three to seven years) of the related assets. | |||||||||||||||||
Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred. Gains or losses on disposal of property and equipment are reflected in the statement of operations in the period of disposal. | |||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||
We assess the recoverability of our long-lived assets, including property and equipment and intangible assets, when there are indications that the assets might be impaired. When evaluating assets for potential impairment, we compare the carrying amount of the asset to the asset's estimated undiscounted future cash flows. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. | |||||||||||||||||
Warranty Costs | |||||||||||||||||
We offer a standard warranty on Dot and Lucy products, which includes the repair or replacement of parts for a one-year period. We have not experienced a high rate of warranty claims and estimate that future warranty claims will be minimal. Pursuant to the agreement with Lucy's contract manufacturer, the manufacturer handles all repair and warranty claims. Other warranty returns and claims, to the extent costs are not covered by the manufacturing agreement, are expensed as they occur. | |||||||||||||||||
Promotional Units | |||||||||||||||||
Consistent with standard marketing practices in the electronics industry, we distribute a number of promotional copies of the Dot product for retailer evaluation and for in-store demonstration purposes. The expense associated with this activity is considered a selling expense and units distributed for promotional purposes are booked at cost. | |||||||||||||||||
Shipping and Handling | |||||||||||||||||
Shipping and handling costs are expensed as incurred as part of selling and marketing expenses. | |||||||||||||||||
Advertising and Marketing Costs | |||||||||||||||||
Advertising and marketing costs are expensed as incurred and are included in operating expenses. | |||||||||||||||||
Capitalized Software Development Costs | |||||||||||||||||
During 2013, we incurred costs for the development of software associated with launching Dot for the Android mobile operating system and will also serve as the basis for our forthcoming professional-grade camera Joey. These costs are capitalized from the point in time that technological feasibility has been established, as evidenced by a detailed working program design or a working model, through the point in time that the product is available for general release to customers. | |||||||||||||||||
Capitalized software development costs are amortized on a straight-line basis over the estimated economic lives of the products (no longer than three years), which approximate the estimated revenue stream, beginning with the general release to customers. Research and development costs incurred prior to establishing technological feasibility and costs incurred subsequent to general product release to customers are expensed as incurred. | |||||||||||||||||
At the end of each financial reporting period, we compare the unamortized capitalized costs of a computer software product to the net realizable value of that product. The amount by which the unamortized capitalized costs of a computer software product exceeds the net realizable value of that asset is written off as an impairment charge. | |||||||||||||||||
Research and Development Costs | |||||||||||||||||
Software development costs for our proprietary Dot, Lucy and Joey camera systems that do not meet the criteria for capitalization, as well as research and development costs associated with the Joey hardware and Dot lens and bracket, are expensed as incurred. | |||||||||||||||||
Income Taxes | |||||||||||||||||
We account for income taxes under the provisions of Accounting Standards Codification ("ASC") 740 - Income Taxes. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and the expected future tax benefit to be derived from tax loss and tax credit carry-forwards. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
We report stock-based compensation under ASC 718, "Compensation - Stock Compensation". ASC 718 requires all share-based payments to employees, including grants of stock options to employees and directors and warrants to consultants, to be recognized in the financial statements based on their fair values over the requisite service periods. The fair value of stock options to employees and directors are determined using the Black-Scholes model and compensation costs are recognized ratably over the requisite service period. | |||||||||||||||||
We account for stock option and warrant grants issued to non-employees for goods and services using the guidance of ASC 718 and ASC 505, "Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in conjunction with Selling Goods or Services," whereby the fair value of such option and warrant grants are determined using the Black-Scholes model at the earlier of the date at which the non-employee's performance is completed or a performance commitment is reached. | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
Basic earnings per common share amounts are presented based on our consolidated earnings and then calculated on a per share basis using our weighted average number of common shares outstanding. Diluted earnings per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise or conversion of all potentially dilutive stock options, warrants and convertible stock, subject to anti-dilution limitations. All such potentially dilutive instruments were excluded from the calculation of diluted loss per share because we had net losses for all periods presented and therefore equivalent shares would have an anti-dilutive effect. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments that are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. | |||||||||||||||||
In assessing the fair value of financial instruments, we use a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which we could borrow funds with similar remaining maturities and approximates fair value. | |||||||||||||||||
GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. | |||||||||||||||||
Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: | |||||||||||||||||
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | |||||||||||||||||
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. | |||||||||||||||||
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | |||||||||||||||||
The following table represents the fair value hierarchy for those financial assets measured at fair value on a recurring basis: | |||||||||||||||||
31-Mar-14 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Derivative liability | $ | - | $ | 722,500 | $ | - | $ | 722,500 | |||||||||
Total liabilities | $ | - | $ | 722,500 | $ | - | $ | 722,500 | |||||||||
Liabilities measured at fair value on a recurring basis using observable inputs (Level 2): | |||||||||||||||||
Derivative | |||||||||||||||||
liability | |||||||||||||||||
31-Dec-13 | $ | - | |||||||||||||||
Derivative expense included in financial advisory fees | 722,500 | ||||||||||||||||
31-Mar-14 | $ | 722,500 | |||||||||||||||
We used the following key inputs and assumptions; the trading market value is based on the purchase price of $0.28 per share of our common stock in the private placements on December 31, 2013 and June 18, 2014 due to the limited trading in our common stock, the exercise price of the warrants of $0.32, the expected volatility of 80% is based on an analysis of historical volatility of a group of comparable publicly traded companies over a period equal to the expected life of the options, the expected term is based on the remaining term per the agreement and the risk-free rate is based on the rate of U.S. treasury securities with the same term. |
Short_Term_Debt_Related_Partie
Short Term Debt - Related Parties | 3 Months Ended |
Mar. 31, 2014 | |
Short Term Debt - Related Parties [Abstract] | ' |
Short Term Debt - Related Parties | ' |
Note 5 - Short Term Debt - Related Parties | |
In December of 2011, we entered into an unsecured promissory note of $50,000 to a former board member and investor. This obligation specifies a deferred interest payment that accumulates at $500 per month. For the three months ended March 31, 2014 and 2013, we accrued interest charges of $1,500 and $1,500, respectively. | |
In January 2014, the outstanding related party notes payable of $75,000 to Financial Summit Ventures, Inc. and $48,000 to Condon Partners, LLC were repaid in full. Pursuant to the terms of the Merger, funds sufficient to retire both of these notes were placed into escrow prior to December 31, 2013. The escrowed funds at December 31, 2013 are presented as restricted cash on the consolidated balance sheet. Financial Summit Ventures, Inc. is owned by our former CFO Steven Adler. The notes were guaranteed by Jeff Glasse (our Founder, Chairman and CEO and the former owner of Kogeto Lucy, LLC) and secured by certain patents held by Kogeto Lucy, LLC, both the guarantee and patents were released upon payment. |
Loan_from_Northeast_Automotive
Loan from Northeast Automotive Holdings (NEAU) (Loan from Northeast Automotive Holdings [Member]) | 3 Months Ended |
Mar. 31, 2014 | |
Loan from Northeast Automotive Holdings [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt | ' |
Note 6 - Loan from Northeast Automotive Holdings (NEAU) | |
On December 31, 2013, in anticipation of the Merger, Old Kogeto and Kogeto Lucy, LLC were advanced an aggregate total of $1,719,850 to be used for ongoing obligations and retiring certain obligations. Included in this total is the cancellation of $450,000 of our Secured 10% Bridge Notes for four investors in the private placement on December 31, 2013. The unsecured loan was non-interest bearing and was retired on January 6, 2014 as part of the Merger. |
Senior_Secured_10_Convertible_
Senior Secured 10% Convertible Notes (Senior Secured 10% Convertible Notes [Member]) | 3 Months Ended |
Mar. 31, 2014 | |
Senior Secured 10% Convertible Notes [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt | ' |
Note 7 - Senior Secured 10% Convertible Notes | |
During 2012, we issued Senior Secured 10% Convertible Notes with an aggregate principal value of $374,200. During 2013, we issued additional Senior Secured 10% Convertible Notes with an aggregate principal value of $200,000. Pursuant to the Merger, funds sufficient to retire four of the 2012 notes (aggregate principal value of $124,200) were disbursed prior to December 31, 2013, leaving $250,000 in outstanding principal value from the 2012 notes. As of December 31, 2013, the aggregate outstanding principal balances for all of the Senior Secured 10% Convertible Notes was $450,000. | |
All of the outstanding Senior Secured 10% Convertible Notes provided for warrants exercisable for a period of five years to be issued in the then future public company, Kogeto, Inc., a Nevada Corporation. Upon conversion of the Senior Secured 10% Convertible Notes, the noteholders receive warrants exercisable into common stock of the future public company at $0.31 per share. The number of warrants to be issued equals 50% of the actual shares issued in the note conversion up to a maximum of 500,000 warrants. If the total number of warrants to be issued exceeds 500,000, then we will issue additional shares of our common stock in proportion to the foregone value of the warrants. | |
The original conversion terms for noteholders of the Senior Secured 10% Convertible Notes issued during 2012 ($250,000 of principal outstanding at December 31, 2013) allowed conversion at the option of the noteholder, either into shares of Old Kogeto newly-designated Series B preferred stock (if issued and available) or, alternatively, into Old Kogeto Series A preferred stock at the Series A preferred stock issue price of $0.60 per share. As part of the Merger, the outstanding notes (including accrued interest and the value of the foregone warrants) were converted into 1,156,789 shares of our common stock at a per share price of $0.28. In addition, this group of noteholders received warrants to purchase 297,903 shares of our common stock at an exercise price of $0.31 per share exercisable for a period of five years, valued at $0.18 per share or $53,623 using the Black-Scholes model and were included in interest expense during the three months ended March 31, 2014. | |
The Senior Secured 10% Convertible Notes (principal value $200,000 outstanding at December 31, 2013) issued during 2013 contain a mandatory clause (excluding one $25,000 note) that converts outstanding principal and interest into common stock of a newly-formed public company. As part of the Merger, $175,000 (principal value) of the notes (including accrued interest and foregone warrants) were converted into 784,764 shares of our common stock at a per share price of $0.28. In addition, this group of noteholders received warrants to purchase 202,097 shares of our common stock at an exercise price of $0.31 per share exercisable for a period of five years valued at $0.18 per share or $36,377 using the Black-Scholes model and were included in interest expense during the three months ended March 31, 2014. The other $25,000 (principal value) of these notes (plus accrued interest) was repaid at the time of the Merger and was therefore not converted. |
Secured_10_Bridge_Notes
Secured 10% Bridge Notes (Secured 10% Bridge Notes [Member]) | 3 Months Ended |
Mar. 31, 2014 | |
Secured 10% Bridge Notes [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt | ' |
Note 8 - Secured 10% Bridge Notes | |
During 2013, we issued Secured 10% Bridge Notes ("Bridge Notes") with an aggregate principal value of $750,000. The Bridge Notes are secured by substantially all of our assets. As of December 31, 2013 and March 31, 2014, $300,000 of the Bridge Notes remained outstanding. | |
Each of the Bridge Notes provided for warrants to purchase common stock in a future public company. Bridge Notes totaling $450,000 in principal value were granted warrants at a ratio of 1 warrant share for each $5.00 in principal amount. Bridge Notes totaling $300,000 in principal value were granted warrants at a ratio of 1 warrant share for each $2.00 in principal amount. The exercise price of the warrants is $0.32 per share and the warrants are exercisable for five years from the note issuance date. Warrants with respect to 240,000 underlying shares were issued as a result of the issuance of these notes. The warrants were valued using the Black- Scholes model and were valued at approximately $21,000, an amount that was recorded as a debt discount on the date of issuance. The discount was accreted to interest expense over the term of the notes and was fully accreted by December 31, 2013. In connection with these secured bridge notes, we issued additional warrants to purchase 481,428 shares of our common stock to a placement agent at an exercise price of $0.32 per share and exercisable for a period of five years. The warrants were valued using the Black- Scholes model and were valued at $81,843, an amount that was recorded as financial advisory fees in the three month ended March 31, 2014. | |
The due date for $450,000 (principal value) of the Bridge Notes was originally November 30, 2013 and was subsequently extended to December 31, 2013. The due date for $300,000 (principal value) of the Bridge Notes was originally December 31, 2013, but was subsequently extended to December 31, 2014. | |
On December 31, 2013, in anticipation of the Merger, Bridge Notes totaling $450,000 (the same notes that were due December 31, 2013) were cancelled and included in the private placement for four investors at a per share conversion price of $0.28. The remaining $300,000 (principal value) of Bridge Notes retain the right to convert at the same conversion price ($0.28) at anytime prior to December 31, 2014. |
Derivative_Liability
Derivative Liability | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Derivative Liability [Abstract] | ' | ||||||||
Derivative Liability | ' | ||||||||
Note 9 - Derivative Liability | |||||||||
On December 30, 2013, we entered into an agreement with Baytree Capital Partners LLC ("Baytree") as our exclusive financial advisor for a period of twenty-four months upon the closing of the Merger to perform business and financial consulting services. Pursuant to this agreement, Baytree was issued warrants to purchase 4,250,000 shares of our common stock at an exercise price of $0.32 per share exercisable for a period of five years with cashless exercise provisions that will not vest for a period of six months from issuance. These warrants also contain a clause which provides that if we issue any Additional Shares (as defined below) without consideration or for a price per share less than the then current exercise price of these warrants, the exercise price shall automatically be deemed to be reduced to the price per share for such issuance. "Additional Shares" means the issuance of common stock or any common stock equivalent for a price less than the then-current exercise price of these warrants; provided, however, securities issued to officers, directors or employees of, or consultants to, the Company pursuant to stock option or stock purchase plans or agreements on terms approved by the board of directors will not be deemed to constitute "Additional Shares." | |||||||||
In addition to the warrants, at the start of each six-month period during the twenty-four month term of this agreement, we agreed to issue to Baytree 100,000 shares of our common stock. If the current market value of these shares is less than $75,000, we will issue to Baytree such number of shares of our common stock necessary to make the value of this fee equal to $75,000 (the current market value for our common stock would be calculated as the average closing price for our common stock for the 30 trading days prior to the payment of this fee). For the six-month period ended July 6, 2014, we owe $75,000 for financial advisory fees at a per share price of $0.28 or 267,858 shares of our common stock. We recorded $33,333 of expense to financial advisory fees during the three months ended March 31, 2014. | |||||||||
Based on the clause in the warrants to purchase 4,250,000 that provides exercise price protection, these warrants are not considered to be indexed to our stock and therefore are considered a derivative financial instrument that should be recorded as a derivative liability. We estimate the fair value of the derivative liability using the Black-Scholes model. The fair value of the derivative liability was initially measured on January 10, 2014 and is re-measured at the end of every reporting period with the change in value over the period reported in the statement of operations as a derivative expense. In applying the Black-Scholes model, we used the following key inputs and assumptions; the trading market value is based on the purchase price of $0.28 per share of our common stock in the private placements on December 31, 2013 and June 18, 2014 due to the limited trading in our common stock, the exercise price of the warrants of $0.32, the expected volatility of 80% is based on an analysis of historical volatility of a group of comparable publicly traded companies over a period equal to the expected life of the options, the expected term is based on the remaining term per the agreement and the risk-free rate is based on the rate of U.S. treasury securities with the same term. | |||||||||
Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as the Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimate and assumption changes. Under the terms of the accounting standard, increases in the trading price of our common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of our common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. | |||||||||
The following table summarizes the components of derivative liabilities as of March 31, 2014 and the initial measurement date of January 10, 2014: | |||||||||
March 31, | January 10, | ||||||||
2014 | 2014 | ||||||||
Fair value of derivative liability | $ | 722,500 | $ | 722,500 | |||||
Significant assumptions (or ranges): | |||||||||
Trading market value | $ | 0.28 | $ | 0.28 | |||||
Expected term (years) | 4.78 | 5 | |||||||
Expected volatility | 80 | % | 80 | % | |||||
Risk-free rate | 1.73 | % | 1.64 | % | |||||
Effective Exercise price | $ | 0.32 | $ | 0.32 | |||||
In relation to this derivative liability, we recorded $722,500 of expense to financial advisory fees for the three months ended March 31, 2014. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2014 | |
Stockholders' Equity [Abstract] | ' |
Stockholders' Equity | ' |
Note 10 - Stockholders' Equity | |
Pursuant to the Merger Agreement, at closing, we issued 24,357,087 shares of our common stock to the former stockholders of Old Kogeto in exchange for 100% of the outstanding shares of Old Kogeto common stock. | |
Included in the 24,357,087 shares of our common stock issued in the Merger were 10,040,223 shares of our common stock issued to the holders of 3,916,655 shares of Series A preferred stock of Old Kogeto. | |
Included in the 24,357,087 shares of our common stock issued in the Merger were 9,932,094 shares of our common stock issued to the holders of 7,284,000 shares of common stock of Old Kogeto. | |
Included in the 24,357,087 shares of our common stock issued in the Merger were 1,354,821 shares of our common stock issued to the holders of stock options of Old Kogeto. We recorded $167,385 of stock-based compensation as of the date of the Merger in relation to these shares, as the shares were valued at $379,350 based on $0.28 per share, less the amount previously recorded as stock-based compensation in prior years of $211,965 for these stock options. | |
Included in the 24,357,087 shares of our common stock issued in the Merger were 289,478 shares of our common stock issued to previous holders of stock options of Old Kogeto. We recorded $81,054 of stock-based compensation as of the date of the Merger in relation to these shares, as the shares were valued at $0.28 per share. | |
Included in the 24,357,087 shares of our common stock issued in the Merger were 1,941,553 shares of our common stock issued to the holders of the outstanding Senior Secured 10% Convertible Notes to convert $425,000 of principal, $46,020 of accrued interest and the value of the foregone warrants of $72,615 at a per share price of $0.28. The value of the forgone warrants was recorded as interest expense as of the date of the Merger. | |
Included in the 24,357,087 shares of our common stock issued in the Merger were 798,918 shares of our common stock issued to settle liabilities in accrued expenses of Old Kogeto of $223,698 at a per share price of $0.28. | |
On January 6, 2014, pursuant to a Membership Interest Purchase Agreement between us and Jeff Glasse, our Founder, Chairman and Chief Executive Officer, Mr. Glasse sold 100% of the membership interests of Kogeto Lucy, LLC to us in exchange for 1,000 shares of our common stock. The shares were valued at $280, or a per share price of $0.28. | |
On January 2, 2014, we agreed to settle the 500,000 shares of capital stock to be issued to a former consultant of Northeast Automotive Holdings, Inc. for 160,000 shares of our common stock. The shares were valued at $44,800, or a per share price of $0.28. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2014 | |
Warrants [Abstract] | ' |
Warrants | ' |
Note 11 - Warrants | |
As of March 31, 2014, we have outstanding warrants to purchase 7,585,711 shares of our common stock, of which warrants to purchase 7,085,711 shares of common stock have an exercise price of $0.32 per share and warrants to purchase 500,000 shares of common stock have an exercise price of $0.31 per share. These warrants are all dated as of January 10, 2014, and are exercisable for a period of five years. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2014 | |
Stock-Based Compensation [Abstract] | ' |
Stock-Based Compensation | ' |
Note 12 - Stock-Based Compensation | |
Pursuant to the Merger agreement, all granted and outstanding options of Old Kogeto were cancelled. | |
The Company recorded stock-based compensation of $248,439 for the three months ended March 31, 2014. This includes the net value of $167,385 for the 1,354,821 shares of our common stock issued in the Merger received by holders of all the outstanding options as of December 31, 2013. The net value of $167,385 was calculated by subtracting the cumulative stock-based compensation expense of $211,965 for these outstanding options from the value of the 1,354,821 shares of our common stock at $0.28 per share or $379,350. Also included in stock-based compensation for the three months ended March 31, 2014 is the value of the 289,478 shares of our common stock at $0.28 per share equaling $81,054 that was given to previous holders of stock options. | |
The Company recorded stock-based compensation of $33,495 for the three months ended March 31, 2013 for employees, directors and consultants. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 13 - Subsequent Events | |
On June 18, 2014, we completed the initial closing of a private placement to accredited investors of 2,714,285 shares of our common stock, at a purchase price of $0.28 per share, for gross proceeds of $760,000. As part of the private placement, the investors were issued five-year warrants to purchase up to an aggregate of 542,857 shares of our common stock, at an initial exercise price of $0.32 per share. | |
The net proceeds from the private placement, following the payment of offering-related expenses, will be used by us for our capital expenditure requirements and for working capital and other general corporate purposes. | |
The placement agents in the private placement received cash commissions of $60,800 and warrants to purchase 260,571 shares of our common stock at $0.32 per share. | |
On July 3, 2014, we repaid $150,000 of principal value of the outstanding $300,000 of Bridge Notes. | |
On July 17, 2014, we issued 384,620 shares of our common stock pursuant to the financial advisory agreement with Baytree, of which 267,858 shares of our common stock was for the six-month period ended July 6, 2014 and 116,762 shares of our common stock was for the six-month period ended January 5, 2015. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each of the reporting periods. Actual results could differ from those estimates. Our significant estimates are the allowance for sales returns and doubtful accounts, the value of inventory, the valuation allowance for the deferred tax asset, the expected life of property and equipment, the net realizable value of capitalized software costs, the value of stock options and the fair value of derivative liabilities. | |||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
We consider all highly liquid temporary cash investments with an original maturity of three months or less when purchased to be cash equivalents. | |||||||||||||||||
Accounts Receivable | ' | ||||||||||||||||
Accounts Receivable | |||||||||||||||||
Accounts receivable are stated at the amount we expect to collect. An allowance for doubtful accounts, sales returns and sales discounts is recorded based on a combination of historical experience and information on customer accounts. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We have historically experienced little, if any, uncollectible receivables and management has determined that no allowance was required at March 31, 2014 and December 31, 2013. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
Revenue consists of sales of our professional and consumer-grade 360° panoramic capture devices, accessories and professional video production services. Our 360° panoramic capture devices make use of our software and web services, which are included in the sale of the product. | |||||||||||||||||
Revenue is recognized when the following four basic criteria are met: (i) persuasive evidence of an arrangement exists; (ii) the fee is fixed or determinable; (iii) collection is reasonably assured; and (iv) product delivery has occurred or services have been provided. To the extent that one or more of these conditions are not met, revenue is deferred until such time as all four criteria are met. Revenue for product sales is generally recognized upon shipment of products to the customer or retailer, which constitutes delivery. Revenue for professional video production services is recognized when services have been provided and fees are billable. | |||||||||||||||||
Reserves for Product Returns and Exchanges | ' | ||||||||||||||||
Reserves for Product Returns and Exchanges | |||||||||||||||||
We estimate the allowance for sales returns to be 9% of gross sales of Dot, which is based upon historical results and information on specific customer accounts. For certain high volume sales, particularly for those involving new customers, we monitor store stock levels regularly and, as necessary, set aside specific reserves for any estimated returns outside of the general allowance for sales returns. | |||||||||||||||||
Inventory | ' | ||||||||||||||||
Inventory | |||||||||||||||||
Inventory consists of raw materials, work in process, and finished goods. Inventory values are stated at the lower of cost or market utilizing a weighted average method. We recognize that technology products such as Dot and Lucy are prone to rapid change and obsolescence. We have recognized an allowance for obsolete inventory of $55,000 as of March 31, 2014. In the event that inventory values are adjusted below cost, we will use the adjusted inventory values to determine a revised lower-cost amount for the relevant portion of the inventory. As necessary, we will establish reserves for potential returns, offset in part by an inventory account consisting of the original cost of these expected returns. | |||||||||||||||||
Property and Equipment | ' | ||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment consists primarily of production molds and equipment associated with production of Dot, computer equipment and furniture and fixtures, which are stated at cost. | |||||||||||||||||
Depreciation and amortization are provided using the straight-line method over the estimated useful lives (generally three to seven years) of the related assets. | |||||||||||||||||
Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred. Gains or losses on disposal of property and equipment are reflected in the statement of operations in the period of disposal. | |||||||||||||||||
Impairment of Long-Lived Assets | ' | ||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||
We assess the recoverability of our long-lived assets, including property and equipment and intangible assets, when there are indications that the assets might be impaired. When evaluating assets for potential impairment, we compare the carrying amount of the asset to the asset's estimated undiscounted future cash flows. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. | |||||||||||||||||
Warranty Costs | ' | ||||||||||||||||
Warranty Costs | |||||||||||||||||
We offer a standard warranty on Dot and Lucy products, which includes the repair or replacement of parts for a one-year period. We have not experienced a high rate of warranty claims and estimate that future warranty claims will be minimal. Pursuant to the agreement with Lucy's contract manufacturer, the manufacturer handles all repair and warranty claims. Other warranty returns and claims, to the extent costs are not covered by the manufacturing agreement, are expensed as they occur. | |||||||||||||||||
Promotional Units | ' | ||||||||||||||||
Promotional Units | |||||||||||||||||
Consistent with standard marketing practices in the electronics industry, we distribute a number of promotional copies of the Dot product for retailer evaluation and for in-store demonstration purposes. The expense associated with this activity is considered a selling expense and units distributed for promotional purposes are booked at cost. | |||||||||||||||||
Shipping and Handling | ' | ||||||||||||||||
Shipping and Handling | |||||||||||||||||
Shipping and handling costs are expensed as incurred as part of selling and marketing expenses. | |||||||||||||||||
Advertising and Marketing Costs | ' | ||||||||||||||||
Advertising and Marketing Costs | |||||||||||||||||
Advertising and marketing costs are expensed as incurred and are included in operating expenses. | |||||||||||||||||
Capitalized Software Development Costs | ' | ||||||||||||||||
Capitalized Software Development Costs | |||||||||||||||||
During 2013, we incurred costs for the development of software associated with launching Dot for the Android mobile operating system and will also serve as the basis for our forthcoming professional-grade camera Joey. These costs are capitalized from the point in time that technological feasibility has been established, as evidenced by a detailed working program design or a working model, through the point in time that the product is available for general release to customers. | |||||||||||||||||
Capitalized software development costs are amortized on a straight-line basis over the estimated economic lives of the products (no longer than three years), which approximate the estimated revenue stream, beginning with the general release to customers. Research and development costs incurred prior to establishing technological feasibility and costs incurred subsequent to general product release to customers are expensed as incurred. | |||||||||||||||||
At the end of each financial reporting period, we compare the unamortized capitalized costs of a computer software product to the net realizable value of that product. The amount by which the unamortized capitalized costs of a computer software product exceeds the net realizable value of that asset is written off as an impairment charge. | |||||||||||||||||
Research and Development Costs | ' | ||||||||||||||||
Research and Development Costs | |||||||||||||||||
Software development costs for our proprietary Dot, Lucy and Joey camera systems that do not meet the criteria for capitalization, as well as research and development costs associated with the Joey hardware and Dot lens and bracket, are expensed as incurred. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
We account for income taxes under the provisions of Accounting Standards Codification ("ASC") 740 - Income Taxes. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and the expected future tax benefit to be derived from tax loss and tax credit carry-forwards. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. | |||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
We report stock-based compensation under ASC 718, "Compensation - Stock Compensation". ASC 718 requires all share-based payments to employees, including grants of stock options to employees and directors and warrants to consultants, to be recognized in the financial statements based on their fair values over the requisite service periods. The fair value of stock options to employees and directors are determined using the Black-Scholes model and compensation costs are recognized ratably over the requisite service period. | |||||||||||||||||
We account for stock option and warrant grants issued to non-employees for goods and services using the guidance of ASC 718 and ASC 505, "Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in conjunction with Selling Goods or Services," whereby the fair value of such option and warrant grants are determined using the Black-Scholes model at the earlier of the date at which the non-employee's performance is completed or a performance commitment is reached. | |||||||||||||||||
Earnings Per Share | ' | ||||||||||||||||
Earnings Per Share | |||||||||||||||||
Basic earnings per common share amounts are presented based on our consolidated earnings and then calculated on a per share basis using our weighted average number of common shares outstanding. Diluted earnings per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise or conversion of all potentially dilutive stock options, warrants and convertible stock, subject to anti-dilution limitations. All such potentially dilutive instruments were excluded from the calculation of diluted loss per share because we had net losses for all periods presented and therefore equivalent shares would have an anti-dilutive effect. | |||||||||||||||||
Fair Value of Financial Inssstruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments that are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. | |||||||||||||||||
In assessing the fair value of financial instruments, we use a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which we could borrow funds with similar remaining maturities and approximates fair value. | |||||||||||||||||
GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. | |||||||||||||||||
Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: | |||||||||||||||||
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | |||||||||||||||||
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. | |||||||||||||||||
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | |||||||||||||||||
The following table represents the fair value hierarchy for those financial assets measured at fair value on a recurring basis: | |||||||||||||||||
31-Mar-14 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Derivative liability | $ | - | $ | 722,500 | $ | - | $ | 722,500 | |||||||||
Total liabilities | $ | - | $ | 722,500 | $ | - | $ | 722,500 | |||||||||
Liabilities measured at fair value on a recurring basis using observable inputs (Level 2): | |||||||||||||||||
Derivative | |||||||||||||||||
liability | |||||||||||||||||
31-Dec-13 | $ | - | |||||||||||||||
Derivative expense included in financial advisory fees | 722,500 | ||||||||||||||||
31-Mar-14 | $ | 722,500 | |||||||||||||||
We used the following key inputs and assumptions; the trading market value is based on the purchase price of $0.28 per share of our common stock in the private placements on December 31, 2013 and June 18, 2014 due to the limited trading in our common stock, the exercise price of the warrants of $0.32, the expected volatility of 80% is based on an analysis of historical volatility of a group of comparable publicly traded companies over a period equal to the expected life of the options, the expected term is based on the remaining term per the agreement and the risk-free rate is based on the rate of U.S. treasury securities with the same term. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||||||
Liabilities Measured at Fair Value on a Recurring Basis | ' | ||||||||||||||||
31-Mar-14 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Derivative liability | $ | - | $ | 722,500 | $ | - | $ | 722,500 | |||||||||
Total liabilities | $ | - | $ | 722,500 | $ | - | $ | 722,500 | |||||||||
Liabilities Measured at Fair Value on a Recurring Basis Using Observable Inputs | ' | ||||||||||||||||
Derivative | |||||||||||||||||
liability | |||||||||||||||||
31-Dec-13 | $ | - | |||||||||||||||
Derivative expense included in financial advisory fees | 722,500 | ||||||||||||||||
31-Mar-14 | $ | 722,500 |
Derivative_Liability_Tables
Derivative Liability (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Derivative Liabilities [Abstract] | ' | ||||||||
Schedule of Fair Value Inputs and Assumptions | ' | ||||||||
March 31, | January 10, | ||||||||
2014 | 2014 | ||||||||
Fair value of derivative liability | $ | 722,500 | $ | 722,500 | |||||
Significant assumptions (or ranges): | |||||||||
Trading market value | $ | 0.28 | $ | 0.28 | |||||
Expected term (years) | 4.78 | 5 | |||||||
Expected volatility | 80 | % | 80 | % | |||||
Risk-free rate | 1.73 | % | 1.64 | % | |||||
Effective Exercise price | $ | 0.32 | $ | 0.32 |
Merger_Details
Merger (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Jun. 18, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jan. 10, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Jan. 06, 2014 | Jan. 06, 2014 | Jan. 06, 2014 | Jan. 06, 2014 | |
Private Placement Warrants [Member] | Private Placement, Agent Warrants [Member] | Senior Secured Convertible Notes [Member] | Secured Bridge Notes [Member] | Old Kogeto [Member] | Old Kogeto [Member] | Old Kogeto [Member] | Kogeto Lucy, LLC [Member] | |||||
Series APreferred Stock Holders [Member] | Common Stock Holders [Member] | |||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from private placement | $760,000 | ' | $2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from private placement | ' | ' | 1,719,850 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of debt cancelled | ' | ' | ' | ' | ' | ' | $425,000 | $450,000 | ' | ' | ' | ' |
Shares issued in business acquisition | ' | ' | 7,142,855 | ' | ' | ' | ' | ' | 24,357,087 | 10,040,223 | 9,932,094 | 1,000 |
Number of shares exchanged | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,916,655 | 7,284,000 | ' |
Percentage of shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 68.00% | ' | ' | ' |
Issuance of common stock, shares | 2,714,285 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, price per share | ' | $0.28 | $0.28 | $0.28 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares number of shares covered by warrants | ' | 7,585,711 | ' | ' | 1,428,570 | 685,713 | ' | ' | ' | ' | ' | ' |
Warrant term | ' | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' | ' |
Warrant exercise price | ' | ' | ' | ' | $0.32 | $0.32 | ' | ' | ' | ' | ' | ' |
Ownership interest acquired | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | 100.00% |
Shares surrendered and cancelled | ' | 5,827,656 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Going_Concern_Uncertainty_Deta
Going Concern Uncertainty (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Jun. 18, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | |
Going Concern Uncertainty [Abstract] | ' | ' | ' |
Issuance of common stock, shares | 2,714,285 | ' | ' |
Stock issued, price per share | $0.28 | ' | $0.28 |
Proceeds from private placement | $760,000 | $2,000,000 | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||
Jan. 10, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' | ' | ' | ' |
Sales returns, rate | ' | 9.00% | ' | ' |
Allowance for obsolete inventory | ' | $55,000 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Derivative liability | 722,500 | 722,500 | ' | ' |
Total liabilities | ' | 722,500 | ' | ' |
Derivative expense included in financial advisory fees | ' | 722,500 | ' | ' |
Fair value inputs and assumptions: | ' | ' | ' | ' |
Common stock, price per share | $0.28 | $0.28 | ' | $0.28 |
Exercise price | $0.32 | $0.32 | ' | ' |
Expected volatility | 80.00% | 80.00% | ' | ' |
Recurring [Member] | Level 1 [Member] | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Derivative liability | ' | ' | ' | ' |
Total liabilities | ' | ' | ' | ' |
Recurring [Member] | Level 2 [Member] | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Derivative liability | ' | 722,500 | ' | ' |
Total liabilities | ' | 722,500 | ' | ' |
Recurring [Member] | Level 3 [Member] | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Derivative liability | ' | ' | ' | ' |
Total liabilities | ' | ' | ' | ' |
Machinery and equipment [Member] | Minimum [Member] | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated useful lives | ' | '3 years | ' | ' |
Machinery and equipment [Member] | Maximum [Member] | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated useful lives | ' | '7 years | ' | ' |
Software and Software Development Costs [Member] | Maximum [Member] | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated useful lives | ' | '3 years | ' | ' |
Short_Term_Debt_Related_Partie1
Short Term Debt - Related Parties (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | |
Former Board Member and Investor [Member] | Former Board Member and Investor [Member] | Financial Summit Ventures, Inc. [Member] | Condon Partners, LLC [Member] | |||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' |
Debt amount | ' | ' | $50,000 | ' | ' | ' |
Monthly interest accrual | ' | ' | 500 | ' | ' | ' |
Interest expense | ' | ' | 1,500 | 1,500 | ' | ' |
Repayments of related party debts | $123,000 | $21,500 | ' | ' | $75,000 | $48,000 |
Loan_from_Northeast_Automotive1
Loan from Northeast Automotive Holdings (NEAU) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Secured Bridge Notes [Member] | ' |
Debt Instrument [Line Items] | ' |
Amount of debt cancelled | $450,000 |
Loan from Northeast Automotive Holdings [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt amount | $1,719,850 |
Senior_Secured_10_Convertible_1
Senior Secured 10% Convertible Notes (Details) (USD $) | 3 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Jan. 06, 2014 | Jan. 06, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jan. 06, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 06, 2014 | Dec. 31, 2013 | Jan. 06, 2014 | Dec. 31, 2013 | |
Senior Secured Convertible Notes Warrants [Member] | Warrants Issued as Result of Notes Conversion [Member] | Warrants Issued as Result of 2013 Notes Conversion [Member] | Senior Secured 10% Convertible Notes [Member] | Senior Secured 10% Convertible Notes [Member] | 2012 Senior Secured 10% Convertible Notes [Member] | 2012 Senior Secured 10% Convertible Notes [Member] | 2012 Senior Secured 10% Convertible Notes [Member] | 2013 Senior Secured 10% Convertible Notes [Member] | Senior Secured Convertible Notes, Exclusive Note [Member] | Senior Secured Convertible Notes, Exclusive Note [Member] | Senior Secured Convertible Notes, Exclusive of Certain Note [Member] | Senior Secured Convertible Notes, Exclusive of Certain Note [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | $374,200 | $200,000 | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt amount | ' | ' | ' | ' | ' | ' | 450,000 | ' | 250,000 | ' | ' | ' | 25,000 | ' | 200,000 |
Repayments of debt | ' | ' | ' | ' | ' | ' | ' | ' | 124,200 | ' | ' | 25,000 | ' | ' | ' |
Amount of debt cancelled | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175,000 | ' |
Warrant term | ' | ' | '5 years | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant exercise price | ' | ' | $0.31 | $0.31 | $0.31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of shares called by warants | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares number of shares covered by warrants | 7,585,711 | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, price per share | ' | ' | ' | ' | ' | ' | ' | $0.28 | ' | $0.60 | ' | ' | ' | $0.28 | ' |
Debt conversion, number of shares issued | ' | ' | ' | ' | ' | ' | ' | 1,156,789 | ' | ' | ' | ' | ' | 784,764 | ' |
Number of warrants issued for cancellation of debt | ' | ' | ' | 297,903 | 202,097 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value per warrant | ' | ' | ' | $0.18 | $0.18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of warrants issued | $341,912 | ' | ' | $53,623 | $36,377 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured_10_Bridge_Notes_Detail
Secured 10% Bridge Notes (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | |
Secured 10% Bridge Notes [Member] | Bridge Notes Warrants, Tranche One [Member] | Bridge Notes Warrants, Tranche Two [Member] | Bridge Notes Warrants [Member] | Bridge Notes Warrants [Member] | Bridge Notes, Placement Agent Warrants [Member] | Secured 10% Bridge Notes [Member] | Secured 10% Bridge Notes [Member] | Secured Bridge Notes, Tranche One [Member] | Secured Bridge Notes, Tranche Two [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' |
Proceeds from issuance of debt | ' | ' | ' | ' | ' | ' | ' | ' | $750,000 | ' | ' | ' |
Debt amount | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | 300,000 | 450,000 | 300,000 |
Warrant ratio | ' | ' | ' | 0.20% | 0.50% | ' | ' | ' | ' | ' | ' | ' |
Warrant exercise price | ' | ' | ' | ' | ' | $0.32 | ' | $0.32 | ' | ' | ' | ' |
Warrant term | ' | ' | ' | ' | ' | '5 years | ' | '5 years | ' | ' | ' | ' |
Number of warrants issued to debt holders | ' | ' | ' | ' | ' | 240,000 | ' | 481,428 | ' | ' | ' | ' |
Value of warrants issued | 341,912 | ' | ' | ' | ' | ' | 21,000 | 81,843 | ' | ' | ' | ' |
Amount of debt cancelled | ' | ' | $450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, price per share | ' | ' | ' | ' | ' | ' | ' | ' | $0.28 | ' | $0.28 | $0.28 |
Derivative_Liability_Details
Derivative Liability (Details) (USD $) | 0 Months Ended | 3 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | ||||
Jan. 10, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Jul. 06, 2014 | Jun. 18, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Jul. 06, 2014 | Mar. 31, 2014 | |
Scenario, Plan [Member] | Scenario, Plan [Member] | Baytree Capital Partners Llc Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares number of shares covered by warrants | ' | 7,585,711 | ' | ' | ' | ' | ' | ' | 4,250,000 |
Warrant exercise price | ' | ' | ' | ' | ' | ' | ' | ' | $0.32 |
Warrant term | ' | ' | ' | ' | ' | ' | ' | ' | '5 years |
Shares issued for services | ' | ' | ' | ' | ' | ' | 100,000 | 267,858 | ' |
Value of stock to be issued for services | ' | ' | ' | ' | ' | ' | $75,000 | ' | ' |
Stock issued, price per share | ' | $0.28 | ' | ' | $0.28 | ' | ' | $0.28 | ' |
Accrued Professional Fees, Current | ' | ' | ' | 75,000 | ' | ' | ' | ' | ' |
Consulting fees | ' | 33,333 | ' | ' | ' | ' | ' | ' | ' |
Derivative expense included in financial advisory fees | ' | 722,500 | ' | ' | ' | ' | ' | ' | ' |
Fair value inputs and assumptions: | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of derivative liability | $722,500 | $722,500 | ' | ' | ' | ' | ' | ' | ' |
Trading market value | $0.28 | $0.28 | ' | ' | ' | $0.28 | ' | ' | ' |
Expected term | '5 years | '4 years 9 months 11 days | ' | ' | ' | ' | ' | ' | ' |
Expected volatility | 80.00% | 80.00% | ' | ' | ' | ' | ' | ' | ' |
Risk-free rate | 1.64% | 1.73% | ' | ' | ' | ' | ' | ' | ' |
Effective Exercise price | $0.32 | $0.32 | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||||
Mar. 31, 2014 | Dec. 31, 2013 | Jun. 18, 2014 | Jan. 02, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jan. 06, 2014 | Jan. 06, 2014 | Jan. 06, 2014 | Jan. 06, 2014 | Mar. 31, 2014 | |
Former Consultant [Member] | Senior Secured 10% Convertible Notes [Member] | Accrued Interest Converted [Member] | Value of Foregone Warrants [Member] | Old Kogeto [Member] | Old Kogeto [Member] | Old Kogeto [Member] | Kogeto Lucy, LLC [Member] | Common Stock [Member] | ||||
Series APreferred Stock Holders [Member] | Common Stock Holders [Member] | |||||||||||
Shares issued in business acquisition | ' | 7,142,855 | ' | ' | ' | ' | ' | 24,357,087 | 10,040,223 | 9,932,094 | 1,000 | ' |
Value of shares issued in transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $280 | ' |
Number of shares exchanged | ' | ' | ' | ' | ' | ' | ' | ' | 3,916,655 | 7,284,000 | ' | ' |
Ownership interest acquired | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | 100.00% | ' |
Stock option exchange upon Merger | 167,385 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,355 |
Stock option exchange upon Merger, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,354,821 |
Cumulative stock-based compensation expense | 211,965 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of shares issued | 379,350 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued to previous holders upon Merger | 81,054 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 289 |
Stock issued to previous holders upon Merger, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 289,478 |
Conversion of Senior Secured 10% Convertible Notes upon Merger | 543,635 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,942 |
Amount of debt cancelled | ' | ' | ' | ' | 425,000 | 46,020 | 72,615 | ' | ' | ' | ' | ' |
Conversion of Senior Secured 10% Convertible Notes upon Merger, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,941,553 |
Issuance of stock to settle liabilities upon Merger | 223,698 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 799 |
Issuance of stock to settle liabilities upon Merger, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 798,918 |
Shares issued for services | ' | ' | ' | 160,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Value of stock to be issued for services | ' | ' | ' | $44,800 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued, price per share | $0.28 | ' | $0.28 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants_Details
Warrants (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Class of Warrant or Right [Line Items] | ' |
Warrants outstanding | 7,585,711 |
Warrants, Tranche One [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Exercise price | $0.32 |
Warrants outstanding | 7,085,711 |
Warrant term | '5 years |
Warrants, Tranche Two [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Exercise price | $0.31 |
Warrants outstanding | 500,000 |
Warrant term | '5 years |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Jun. 18, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' |
Stock-based compensation | $248,439 | $33,495 | ' |
Stock option exchange upon Merger | 167,385 | ' | ' |
Cumulative stock-based compensation expense | 211,965 | ' | ' |
Fair value of shares issued | 379,350 | ' | ' |
Stock issued, price per share | $0.28 | ' | $0.28 |
Stock issued to previous holders upon Merger | 81,054 | ' | ' |
Common Stock [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' |
Stock option exchange upon Merger | 1,355 | ' | ' |
Stock option exchange upon Merger, shares | 1,354,821 | ' | ' |
Stock issued to previous holders upon Merger, shares | 289,478 | ' | ' |
Stock issued to previous holders upon Merger | $289 | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Jun. 18, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jul. 17, 2014 | Jun. 18, 2014 | Jul. 17, 2014 | Jul. 17, 2014 | Jul. 03, 2014 | Jun. 18, 2014 | Jun. 18, 2014 | |
Secured Bridge Notes [Member] | Secured Bridge Notes [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||
Baytree, Tranche One [Member] | Baytree, Tranche Two [Member] | Secured Bridge Notes [Member] | Placement Agent Warrants [Member] | June Investors Warrants [Member] | ||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock, shares | 2,714,285 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued, price per share | $0.28 | ' | $0.28 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from private placement | $760,000 | $2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' |
Number of shares number of shares covered by warrants | ' | ' | 7,585,711 | ' | ' | ' | ' | ' | ' | ' | 542,857 | 260,571 |
Warrant exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.32 | $0.32 |
Private placement cash commissions | ' | ' | ' | ' | ' | ' | 60,800 | ' | ' | ' | ' | ' |
Debt amount | ' | ' | ' | 300,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' |
Repayments of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | $150,000 | ' | ' |
Shares issued for services | ' | ' | ' | ' | ' | 384,620 | ' | 267,858 | 116,762 | ' | ' | ' |