Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 10, 2015 | Jun. 30, 2014 | |
Document and Entity Information: | |||
Entity Registrant Name | BioSolar Inc | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Entity Central Index Key | 1371128 | ||
Current Fiscal Year End Date | -19 | ||
Entity Common Stock, Shares Outstanding | 12,171,879 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $633,510 | ||
Date of Incorporation | 24-Apr-06 | ||
Trading Symbol | BSRC |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ||
Cash | $146,640 | $158,350 |
Prepaid expenses | 45,620 | 8,303 |
TOTAL CURRENT ASSETS | 192,260 | 166,653 |
PROPERTY AND EQUIPMENT | ||
Machinery and equipment | 82,635 | 81,791 |
Less accumulated depreciation | -50,937 | -42,996 |
NET PROPERTY AND EQUIPMENT | 31,698 | 38,795 |
OTHER ASSETS | ||
Patents | 85,830 | 47,098 |
Deposit | 770 | 770 |
TOTAL OTHER ASSETS | 86,600 | 47,868 |
TOTAL ASSETS | 310,558 | 253,316 |
CURRENT LIABILITIES | ||
Accounts payable | 6,982 | 665 |
Accrued expenses | 35,272 | 50,148 |
Derivative liability | 3,320,943 | 361,170 |
Convertible promissory notes less debt discount of $307,604 and $152,928 respectively | 532,396 | 194,072 |
TOTAL CURRENT LIABILITIES | 3,895,593 | 606,055 |
SHAREHOLDERS' DEFICIT | ||
Preferred stock, $0.0001 par value; 10,000,000 authorized common shares | ||
Common stock, $0.0001 par value; 500,000,000 authorized common shares 11,846,354 and 9,041,281 shares issued and outstanding, respectively | 1,184 | 904 |
Additional paid in capital | 6,822,815 | 6,625,212 |
Accumulated deficit | -10,409,034 | -6,978,855 |
TOTAL SHAREHOLDERS' DEFICIT | -3,585,035 | -352,739 |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $310,558 | $253,316 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position | ||
Preferred Stock, par or stated value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Common Stock, par or stated value | $0.00 | $0.00 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 11,846,354 | 9,041,281 |
Common Stock, shares outstanding | 11,846,354 | 9,041,281 |
Convertible Promissory Notes, Debt discount | $307,604 | $152,928 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement | ||
REVENUE | ||
OPERATING EXPENSES | ||
General and administrative expenses | 513,730 | 653,903 |
Research and development | 69,809 | 27,953 |
Depreciation and amortization | 7,941 | 8,203 |
TOTAL OPERATING EXPENSES | 591,480 | 690,059 |
LOSS FROM OPERATIONS BEFORE OTHER INCOME | -591,480 | -690,059 |
TOTAL OTHER INCOME/(EXPENSES) | ||
Interest income | 30 | 99 |
Loss on change in derivative liability | -2,645,222 | -188,261 |
Interest expense | -193,507 | -322,355 |
TOTAL OTHER INCOME/(EXPENSES) | -2,838,699 | -510,517 |
NET LOSS | ($3,430,179) | ($1,200,576) |
BASIC AND DILUTED LOSS PER SHARE | ($0.33) | ($0.16) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED | 10,411,873 | 7,601,521 |
STATEMENT_OF_SHAREHOLDERS_DEFI
STATEMENT OF SHAREHOLDERS' DEFICIT (USD $) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Shareholders' Equity, beginning of period, Value at Dec. 31, 2012 | $643 | $5,676,680 | ($5,778,279) | ($100,956) | |
Shareholders' Equity, beginning of period, Shares at Dec. 31, 2012 | 6,434,413 | ||||
Issuance of common shares for cash at prices of $0.22 and $0.28 per share, Value | 153 | 398,138 | 398,291 | ||
Issuance of common shares for cash at prices of $0.22 and $0.28 per share, Shares | 1,530,631 | ||||
Issuance of common shares for converted promissory notes, Value | 108 | 436,766 | 436,874 | ||
Issuance of common shares for converted promissory notes, Shares | 1,076,237 | 1,076,237 | |||
Adjustment of beneficial conversion feature | -20,369 | -20,369 | |||
Stock based compensation | 133,997 | 133,997 | |||
Net loss for the year | -1,200,576 | -1,200,576 | |||
Shareholders' Equity, end of period, Value at Dec. 31, 2013 | 904 | 6,625,212 | -6,978,855 | -352,739 | |
Shareholders' Equity, end of period, Shares at Dec. 31, 2013 | 9,041,281 | ||||
Issuance of common shares for converted promissory notes, Value | 280 | 145,720 | 146,000 | ||
Issuance of common shares for converted promissory notes, Shares | 2,805,073 | ||||
Stock based compensation | 51,883 | 51,883 | |||
Net loss for the year | -3,430,179 | -3,430,179 | |||
Shareholders' Equity, end of period, Value at Dec. 31, 2014 | $1,184 | $6,822,815 | ($10,409,034) | ($3,585,035) | |
Shareholders' Equity, end of period, Shares at Dec. 31, 2014 | 11,846,354 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($3,430,179) | ($1,200,576) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization expense | 7,941 | 8,203 |
Stock based compensation | 51,883 | 133,997 |
Beneficial conversion feature | -4,584 | |
Loss on change in derivative liability | 2,645,222 | 188,261 |
Amortization of debt discount recognized as interest expense | 159,874 | 307,442 |
Changes in Assets and Liabilities | ||
Prepaid expenses | -37,317 | 3,220 |
Accounts payable | 6,317 | -8,588 |
Accrued expenses | 124,125 | 118,050 |
NET CASH USED IN OPERATING ACTIVITIES | -472,134 | -454,575 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | -844 | |
Patent expenditures | -38,732 | -5,808 |
NET CASH USED IN INVESTING ACTIVITIES | -39,576 | -5,808 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible promissory notes | 500,000 | 177,500 |
Proceeds from issuance of common stock, net of issuance cost | 398,291 | |
NET CASH PROVIDED IN FINANCING ACTIVITIES | 500,000 | 575,791 |
NET INCREASE/(DECREASE) IN CASH | -11,710 | 115,408 |
CASH, BEGINNING OF PERIOD | 158,350 | 42,942 |
CASH, END OF PERIOD | 146,640 | 158,350 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 529 | 597 |
Taxes paid | ||
SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS | ||
Accrued salaries exchanged for promissory notes | 128,000 | |
Common stock issued for convertible notes and accrued interest | $146,000 | $436,873 |
1_Organization_and_Line_of_Bus
1. Organization and Line of Business | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
1. Organization and Line of Business | 1. ORGANIZATION AND LINE OF BUSINESS |
Organization | |
BioSolar, Inc. (the "Company") was incorporated in the state of Nevada on April 24, 2006. The Company, based in Santa Clarita, California, began operations on April 25, 2006 to develop and market Photovoltaic solar technology products. | |
Line of Business | |
We are engaged in the development of innovative technologies and materials that we believe will reduce the cost per watt of electricity generated by Photovoltaic solar modules. We have developed BioBacksheetTM, a high performance green back sheet for Photovoltaic solar modules. We are currently developing technologies and materials for storing electrical energy produced by Photovoltaic solar modules. We are focusing our research and product development efforts on low cost polymer-based components for electrical energy storage. | |
Going Concern | |
The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has not generated significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has obtained funds through private placement offerings of equity and debt. Management believes that it will be able to continue to raise funds by sale of its securities to its existing shareholders and prospective new investors to provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core of business. There is no assurance that the Company will be able to continue raising the required capital for its operations. |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Notes | |||||
2. Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
This summary of significant accounting policies of the Company are presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. | |||||
Revenue Recognition | |||||
The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. To date, the Company has not had significant revenues and is in the development stage. | |||||
Cash and Cash Equivalent | |||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | |||||
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 amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilities and the fair value of stock options. Actual results could differ from those estimates. | |||||
Intangible Assets | |||||
Intangible assets consist of patents that are initially measured at the lower of cost or fair value. The patents are deemed to have an indefinite life and are not amortized. The patents are assessed annually for impairment, or whenever conditions indicate the asset may be impaired, and any such impairment will be recognized in the period identified. | |||||
Property and Equipment | |||||
Property and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives: | |||||
Computer equipment | 5 Years | ||||
Machinery & equipment | 10 Years | ||||
Depreciation expense for the years ended December 31, 2014 and 2013 was $7,941 and $8,203, respectively. | |||||
Stock-Based Compensation | |||||
The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period). | |||||
Compensation expense for options granted to non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted to non-employees is re-measured each period. | |||||
Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company uses the Black-Scholes option-pricing model to value its stock option awards which incorporate the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. | |||||
Loss per Share Calculations | |||||
Loss per Share dictates the calculation of basic earnings per share and diluted earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. No shares for employee options or warrants were used in the calculation of the loss per share as they were all anti-dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2014 and 2013, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. The Company has excluded 811,667 exercisable options and 245,000 warrants for the year ended December 31, 2014. The Company has excluded 611,667 exercisable options and 245,000 warrants for the year ended December 31, 2013. | |||||
For the years ended | |||||
December 31, | |||||
2014 | 2013 | ||||
(Loss) to common shareholders (Numerator) | ($3,430,179) | ($1,200,576) | |||
Basic and diluted weighted average number of common shares outstanding (Denominator) | 10,411,873 | 7,601,521 | |||
Fair Value of Financial Instruments | |||||
Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2014, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. | |||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: | |||||
· Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | |||||
· Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |||||
· Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |||||
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2014: | |||||
Total | (Level 1) | (Level 2) | (Level 3) | ||
Derivative Liability | $3,320,943 | $- | $- | $3,320,943 | |
Total liabilities measured at fair value | $3,320,943 | $- | $- | $3,320,943 | |
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2013: | |||||
Derivative Liability | $361,170 | $- | $- | $361,170 | |
Total liabilities measured at fair value | $361,170 | $- | $- | $361,170 | |
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: | |||||
Beginning balance as of January 1, 2013 | $- | ||||
Fair value of derivative liabilities issued | 455,786 | ||||
Conversion of notes payable | -282,877 | ||||
Loss on change in derivative liability | 188,261 | ||||
Beginning balance as of December 31, 2013 | $361,170 | ||||
Fair value of derivative liabilities issued | 314,551 | ||||
Loss on change in derivative liability | 2,645,222 | ||||
Ending balance as of December 31, 2014 | 3,320,943 | ||||
Research and Development | |||||
Research and development costs are expensed as incurred. Total research and development costs were $69,809 and $27,953 for the years ended December 31, 2014 and 2013, respectively. | |||||
Income Taxes | |||||
Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. | |||||
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. | |||||
Recently Issued Accounting Pronouncements | |||||
In August 2014, FASB issued ASU 2014-15, “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern ”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ASU provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on the Company’s financial statements. | |||||
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. | |||||
3_Capital_Stock
3. Capital Stock | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
3. Capital Stock | 3. CAPITAL STOCK |
During the year ended December 31, 2014, the Company issued 2,805,073 shares of common stock at prices ranging from $0.0367 to $0.10, for conversion of $135,000 in convertible promissory notes, including $11,000 in accrued interest. | |
During the year ended December 31, 2013, the Company issued 504,773 shares of common stock at a price of $0.22 per share for cash of $111,050; issued 1,025,858 shares of common stock at a price of $0.28 per share for cash of $287,241. Also, the Company issued 1,076,237 shares of common stock at prices ranging from $0.10 to $0.39, for conversion of $147,500 in convertible promissory notes, including $6,497 for accrued interest. |
4_Stock_Options_and_Warrants
4. Stock Options and Warrants | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Notes | |||||
4. Stock Options and Warrants | 4. STOCK OPTIONS AND WARRANTS | ||||
During the year ended December 31, 2014, the Company did not grant any stock options. | |||||
12/31/14 | 12/31/13 | ||||
Weighted | Weighted | ||||
Number | average | Number | average | ||
of | exercise | of | exercise | ||
Options | price | Options | price | ||
Outstanding, beginning of period | 836,667 | $1.43 | 236,667 | $4.05 | |
Granted | - | 0.4 | 600,000 | 0.4 | |
Exercised | - | - | - | - | |
Expired | - | - | - | - | |
Outstanding, end of period | 836,667 | $1.43 | 836,667 | $1.43 | |
Exercisable at the end of period | 811,667 | $1.46 | 611,667 | $1.81 | |
The weighted average remaining contractual life of options outstanding as of December 31, 2014 was as follows: | |||||
Weighted | |||||
Average | |||||
Stock | Stock | Remaining | |||
Exercisable | Options | Options | Contractual | ||
Prices | Outstanding | Exercisable | Life (years) | ||
$4.05 | 236,667 | 236,667 | 1.23 | ||
0.4 | 600,000 | 575,000 | 3.17 | ||
Total | 836,667 | 811,667 | |||
The weighted average remaining contractual life of options outstanding as of December 31, 2013 was as follows: | |||||
Weighted | |||||
Average | |||||
Stock | Stock | Remaining | |||
Exercisable | Options | Options | Contractual | ||
Prices | Outstanding | Exercisable | Life (years) | ||
$4.05 | 236,667 | 236,667 | 2.23 | ||
0.4 | 600,000 | 375,000 | 4.17 | ||
Total | 836,667 | 611,667 | |||
On March 1, 2013, the Board of Directors of the Company granted non-qualified stock options to purchase 600,000 shares of common stock of the Company to its employees, directors and certain consultants. The stock options vest at various times, and are exercisable for a period of five years from the date of grant at an exercise price of $0.40 per share, the market value of the Company’s common stock on the date of grant. | |||||
The stock-based compensation expense recognized in the statement of operations during the years ended December 31, 2014 and 2013, related to the granting of these options was $51,883 and $133,997. | |||||
As of December 31, 2014 and 2013, there was no intrinsic value with regards to the outstanding options. | |||||
During the year ended December 31, 2014, the Company did not grant any stock options. | |||||
For purpose of determining the fair market value of the stock options granted during the year ended December 31, 2013, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: | |||||
12/31/13 | |||||
Risk free interest rate | 0.75% | ||||
Stock volatility factor | 82.00% | ||||
Weighted average expected option life | 5 years | ||||
Expected dividend yield | None | ||||
Warrants | |||||
During the years ended December 31, 2014 and 2013, the Company granted no warrants. As of December 31, 2014 and 2013, 245,000 warrants were outstanding for both years, respectively. The warrant terms are 5 years with 95,000 warrants expiring in October 2016 and 150,000 warrants expiring in October 2017. | |||||
12/31/14 | 12/31/13 | ||||
Weighted | Weighted | ||||
Number | average | Number | average | ||
of | exercise | of | exercise | ||
Warrants | price | Warrants | price | ||
Outstanding, beginning of period | 245,000 | $0.97 | 245,000 | $0.97 | |
Granted | - | - | - | - | |
Exercised | - | - | - | - | |
Expired | - | - | - | - | |
Outstanding, end of period | 245,000 | $0.97 | 245,000 | $0.97 | |
Exercisable at the end of period | 245,000 | $0.97 | 245,000 | $0.97 | |
5_Convertible_Promissory_Notes
5. Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
5. Convertible Promissory Notes | 5. CONVERTIBLE PROMISSORY NOTES |
On January 18, 2013, the Company entered into a securities purchase agreement for the sale of 10% convertible promissory note in the aggregate principal amount of $80,000, to be advanced in amounts at the lender’s discretion. Upon execution of the securities purchase agreement, the Company received an advance of $10,000. On April 16, 2013, the Company received an additional advance of $25,000. The total advances received were $35,000, of which principal in the amount of $10,000, and $687 in accrued interest was converted into 106,877 shares of common stock at fair value of $0.43 per share on September 29, 2013, leaving a balance of $25,000. In the month of July 2013, the Company extended the maturity date of the note from six (6) months to eighteen (18) months from the effective date of each advance. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of a) $0.40 per share b) fifty percent (50%) of the lowest trading price of common stock recorded on any trade day after the effective date, or c) the lowest effective price per share granted after the effective date. The fair value of the notes has been determined by using Black-Scholes pricing model with an expected life of more than a year. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $7,736 during the year ended December 31, 2014. | |
On March 1, 2013, the Company entered into a securities purchase agreement, providing for the sale by the Company of a 10% unsecured convertible promissory note in the aggregate principal amount of $100,000, to be advanced in amounts at the lender’s discretion. Upon execution of the securities purchase agreement, the Company received an advance of $10,000 and an additional advance of $25,000 during the year ended December 31, 2013. The note was amended on February 24, 2014, and was extended on the maturity date through August 28, 2014. Subsequently, the note matured and was extended through August 28, 2015. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.20 per share or fifty percent (50%) of the lowest trading price recorded on any trade day after the effective date. On October 2, 2014 and December 30, 2014, the lender converted $20,000 in principal, plus $3,278 of accrued interest. As of December 31, 2014, the remaining balance was $15,000. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of less than a year. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $7,055 during the year ended December 31, 2014. | |
On June 5, 2013, the Company issued two 5% convertible promissory notes in exchange for services rendered by the Company’s Chief Executive Officer ($114,000) and Chief Technology Officer ($128,000) in the aggregate amount of $242,000. On March 5, 2014, the Company issued 694,191 upon partial conversion of principal in the amount of $55,000, plus accrued interest of $2,063, leaving a remaining balance of $187,000. The notes are convertible into shares of common stock of the Company at a conversion price equal to the lesser of $0.24 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The notes mature two (2) years from their effective dates. The fair value of the notes has been determined by using the Black-Scholes pricing model with an expected life of two (2) years. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $63,967 during the year ended December 31, 2014. | |
On June 21, 2013, the Company entered into a securities purchase agreement for the sale of a 10% convertible promissory note in the aggregate principal amount of $100,000, to be advanced in amounts at the lender’s discretion. Upon execution of the securities purchase agreement, the Company received advances of $45,000 during the year ended December 31, 2013. During the year ended December 31 2014, the Company issued 724,616 shares of common stock upon conversion of the remaining principal in the amount of $45,000, plus accrued interest of $3,462. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $23,603 during the year ended December 31, 2014. | |
On May 2, 2014, the Company entered into a securities purchase agreement, providing for the sale by the Company of a 10% unsecured Convertible Note in the aggregate principal amount of $500,000, to be advanced in amounts at the lender’s discretion. Upon execution of the securities purchase agreement, the Company received an advance in the amount of $50,000. On various dates, the Company received additional advances in the aggregate sum of $450,000. The principal balance at December 31, 2014 was $500,000. The note matures eighteen (18) months from the effective date of each advance. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.25 per share or fifty percent (50%) of the three (3) lowest trading prices recorded on any trade day after the effective date. The fair value of the note has been determined by using the Black-Scholes pricing model with an expected life of eighteen (18) months. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $55,806 during the year ended December 31, 2014. | |
On December 18, 2014, the Company issued two 55% convertible promissory notes in exchange for services rendered by the Company’s Chief Executive Officer ($67,000) and Chief Technology Officer ($61,000) in the aggregate amount of $128,000. The notes are convertible into shares of common stock of the Company at a conversion price equal to the lesser of $0.101 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The notes mature two (2) years from their effective dates. The fair value of the notes has been determined by using the Black-Scholes pricing model with an expected life of two (2) years. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $1,707 during the year ended December 31, 2014. | |
We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory note was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The derivative liability is adjusted periodically according to the stock price fluctuations. |
6_Derivative_Liabilities
6. Derivative Liabilities | 12 Months Ended | ||
Dec. 31, 2014 | |||
Notes | |||
6. Derivative Liabilities | 6. DERIVATIVE LIABILITIES | ||
The convertible notes issued and described in Note 5 do not have fixed settlement provisions because their conversion prices are not fixed. The conversion feature has been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. | |||
During the year ended December 31, 2013, as a result of the convertible notes (“Notes”) issued that were accounted for as derivative liabilities, we determined that the fair value of the conversion feature of the convertible notes at issuance was $314,551, based upon a Black-Sholes-Model calculation. We recorded the full value of the derivative as a liability at issuance with an offset to valuation discount, which will be amortized over the life of the Notes. | |||
During the year ended December 31, 2014, approximately $135,000 convertible notes were converted. As a result of the conversion of these notes and the change in fair value of the remaining notes, the Company recorded a loss in change in derivative of $175,602 in the statement of operations for the year ended December 31, 2014. At December 31, 2014 and 2013, the fair value of the derivative liability was $3,320,943 and 361,170, respectively. | |||
For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: | |||
2014 | 2013 | ||
Risk free interest rate | 0.02% - 0.58% | 0.04% - 0.38% | |
Stock volatility factor | 104.46% - 149.81% | 65.07% - 274.85 | |
Weighted average expected option life | 6 months - 2 years | 6 months - 2 years | |
Expected dividend yield | None | None | |
7_Intangible_Assets
7. Intangible Assets | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
7. Intangible Assets | 7. INTANGIBLE ASSETS |
The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar cells traditionally made from petroleum-based film. During the years ended December 31, 2014 and 2013, the Company reviewed the capitalized patents for impairment in accordance with ASC 350, and determined there was no impairment. As of December 31, 2014 and 2013, the carrying value of the patents was $85,830 and $47,098, respectively. As of December 31, 2014 and 2013, no amortization has been expensed for the patents, since approval of the patents are pending. |
8_Income_Taxes
8. Income Taxes | 12 Months Ended | ||
Dec. 31, 2014 | |||
Notes | |||
8. Income Taxes | 8. INCOME TAXES | ||
The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2012. | |||
Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain. Included in the balances at December 31, 2014 and 2013, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. | |||
The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, 2014 and 2013, the Company did not recognize interest or penalties. | |||
At December 31, 2014, the Company had net operating loss carry-forwards of approximately $6,400,000, which expire starting in 2026. No tax benefit has been reported in the December 31, 2014 and 2013 financial statements, since the potential tax benefit is offset by a valuation allowance of the same amount. | |||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2014 and 2013 due to the following: | |||
2014 | 2013 | ||
Book income | ($1,372,071) | ($480,230) | |
Depreciation | -420 | -720 | |
Meals and entertainment | 350 | 530 | |
Stock compensation and other non-cash charges | 1,142,791 | 250,040 | |
Accrued payroll | -14,400 | -53,600 | |
Valuation Allowance | 243,750 | 283,980 | |
Income tax expense | $- | $- | |
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. | |||
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||
Net deferred tax liabilities consist of the following components as of December 31, 2014 and 2013: | |||
2014 | 2013 | ||
Deferred tax assets: | |||
NOL carryover | $2,299,720 | $2,021,190 | |
R & D credit | 47,640 | 45,990 | |
Accrued payroll | - | 36,000 | |
Deferred tax liabilities: | |||
Depreciation | -7,670 | -7,240 | |
Less Valuation Allowance | -2,339,690 | -2,095,940 | |
Net deferred tax asset | $- | $- | |
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years. | |||
The Company’s tax returns for the previous three years remain open for audit by the respective tax jurisdictions. |
9_Commitments_and_Litigations
9. Commitments and Litigations | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
9. Commitments and Litigations | 9. COMMITMENTS AND LITIGATIONS |
The Company’s facility is leased on a month to month basis without an expiration date. Our monthly lease payment is $534. The rent paid for both years ended December 31, 2014 and 2013 were $6,408, respectively. | |
We are not currently a party to, nor is any of our property currently the subject of, any pending legal proceeding that will have a material adverse effect on our business. |
10_Subsequent_Event
10. Subsequent Event | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
10. Subsequent Event | 10. SUBSEQUENT EVENT |
Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has determined that there are the following subsequent events: | |
On January 30, 2015, the Company entered into a securities purchase agreement, providing for the sale by the Company of a 10% unsecured Convertible Note in the aggregate principal amount of $500,000, to be advanced in amounts at the lender’s discretion. Upon execution of the securities purchase agreement, the Company received an advance in the amount of $50,000. | |
On February 25, 2015, the Company issued 325,525 shares of common stock upon the partial conversion of a note payable. |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Policies | |||||
Revenue Recognition | Revenue Recognition | ||||
The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. To date, the Company has not had significant revenues and is in the development stage. | |||||
Cash and Cash Equivalent | Cash and Cash Equivalent | ||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | |||||
Use of Estimates | 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 amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilities and the fair value of stock options. Actual results could differ from those estimates. | |||||
Intangible Assets | Intangible Assets | ||||
Intangible assets consist of patents that are initially measured at the lower of cost or fair value. The patents are deemed to have an indefinite life and are not amortized. The patents are assessed annually for impairment, or whenever conditions indicate the asset may be impaired, and any such impairment will be recognized in the period identified. | |||||
Property and Equipment | Property and Equipment | ||||
Property and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives: | |||||
Computer equipment | 5 Years | ||||
Machinery & equipment | 10 Years | ||||
Depreciation expense for the years ended December 31, 2014 and 2013 was $7,941 and $8,203, respectively. | |||||
Stock-based Compensation | Stock-Based Compensation | ||||
The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period). | |||||
Compensation expense for options granted to non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted to non-employees is re-measured each period. | |||||
Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company uses the Black-Scholes option-pricing model to value its stock option awards which incorporate the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. | |||||
Loss Per Share Calculations | Loss per Share Calculations | ||||
Loss per Share dictates the calculation of basic earnings per share and diluted earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. No shares for employee options or warrants were used in the calculation of the loss per share as they were all anti-dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2014 and 2013, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. The Company has excluded 811,667 exercisable options and 245,000 warrants for the year ended December 31, 2014. The Company has excluded 611,667 exercisable options and 245,000 warrants for the year ended December 31, 2013. | |||||
For the years ended | |||||
December 31, | |||||
2014 | 2013 | ||||
(Loss) to common shareholders (Numerator) | ($3,430,179) | ($1,200,576) | |||
Basic and diluted weighted average number of common shares outstanding (Denominator) | 10,411,873 | 7,601,521 | |||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||
Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2014, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. | |||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: | |||||
· Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | |||||
· Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |||||
· Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |||||
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2014: | |||||
Total | (Level 1) | (Level 2) | (Level 3) | ||
Derivative Liability | $3,320,943 | $- | $- | $3,320,943 | |
Total liabilities measured at fair value | $3,320,943 | $- | $- | $3,320,943 | |
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2013: | |||||
Derivative Liability | $361,170 | $- | $- | $361,170 | |
Total liabilities measured at fair value | $361,170 | $- | $- | $361,170 | |
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: | |||||
Beginning balance as of January 1, 2013 | $- | ||||
Fair value of derivative liabilities issued | 455,786 | ||||
Conversion of notes payable | -282,877 | ||||
Loss on change in derivative liability | 188,261 | ||||
Beginning balance as of December 31, 2013 | $361,170 | ||||
Fair value of derivative liabilities issued | 314,551 | ||||
Loss on change in derivative liability | 2,645,222 | ||||
Ending balance as of December 31, 2014 | 3,320,943 | ||||
Research and Development | Research and Development | ||||
Research and development costs are expensed as incurred. Total research and development costs were $69,809 and $27,953 for the years ended December 31, 2014 and 2013, respectively. | |||||
Income Taxes | Income Taxes | ||||
Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. | |||||
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. | |||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | ||||
In August 2014, FASB issued ASU 2014-15, “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern ”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ASU provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on the Company’s financial statements. | |||||
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. | |||||
2_Summary_of_Significant_Accou2
2. Summary of Significant Accounting Policies: Property and Equipment: Property and Equipment (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Tables/Schedules | ||
Property and Equipment | ||
Computer equipment | 5 Years | |
Machinery & equipment | 10 Years |
2_Summary_of_Significant_Accou3
2. Summary of Significant Accounting Policies: Loss Per Share Calculations: Schedule of Weighted Average Number of Shares (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Tables/Schedules | |||
Schedule of Weighted Average Number of Shares | |||
For the years ended | |||
December 31, | |||
2014 | 2013 | ||
(Loss) to common shareholders (Numerator) | ($3,430,179) | ($1,200,576) | |
Basic and diluted weighted average number of common shares outstanding (Denominator) | 10,411,873 | 7,601,521 |
2_Summary_of_Significant_Accou4
2. Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Fair Value, Liabilities Measured on Recurring Basis (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Tables/Schedules | |||||
Fair Value, Liabilities Measured on Recurring Basis | |||||
Total | (Level 1) | (Level 2) | (Level 3) | ||
Derivative Liability | $3,320,943 | $- | $- | $3,320,943 | |
Total liabilities measured at fair value | $3,320,943 | $- | $- | $3,320,943 | |
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2013: | |||||
Derivative Liability | $361,170 | $- | $- | $361,170 | |
Total liabilities measured at fair value | $361,170 | $- | $- | $361,170 |
2_Summary_of_Significant_Accou5
2. Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Derivative Liabilities at Fair Value (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Tables/Schedules | ||
Schedule of Derivative Liabilities at Fair Value | ||
Beginning balance as of January 1, 2013 | $- | |
Fair value of derivative liabilities issued | 455,786 | |
Conversion of notes payable | -282,877 | |
Loss on change in derivative liability | 188,261 | |
Beginning balance as of December 31, 2013 | $361,170 | |
Fair value of derivative liabilities issued | 314,551 | |
Loss on change in derivative liability | 2,645,222 | |
Ending balance as of December 31, 2014 | 3,320,943 | |
4_Stock_Options_and_Warrants_S
4. Stock Options and Warrants: Schedule of Stock Options, Activity (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Tables/Schedules | |||||
Schedule of Stock Options, Activity | |||||
12/31/14 | 12/31/13 | ||||
Weighted | Weighted | ||||
Number | average | Number | average | ||
of | exercise | of | exercise | ||
Options | price | Options | price | ||
Outstanding, beginning of period | 836,667 | $1.43 | 236,667 | $4.05 | |
Granted | - | 0.4 | 600,000 | 0.4 | |
Exercised | - | - | - | - | |
Expired | - | - | - | - | |
Outstanding, end of period | 836,667 | $1.43 | 836,667 | $1.43 | |
Exercisable at the end of period | 811,667 | $1.46 | 611,667 | $1.81 | |
4_Stock_Options_and_Warrants_S1
4. Stock Options and Warrants: Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Tables/Schedules | ||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | ||||
Weighted | ||||
Average | ||||
Stock | Stock | Remaining | ||
Exercisable | Options | Options | Contractual | |
Prices | Outstanding | Exercisable | Life (years) | |
$4.05 | 236,667 | 236,667 | 1.23 | |
0.4 | 600,000 | 575,000 | 3.17 | |
Total | 836,667 | 811,667 | ||
The weighted average remaining contractual life of options outstanding as of December 31, 2013 was as follows: | ||||
Weighted | ||||
Average | ||||
Stock | Stock | Remaining | ||
Exercisable | Options | Options | Contractual | |
Prices | Outstanding | Exercisable | Life (years) | |
$4.05 | 236,667 | 236,667 | 2.23 | |
0.4 | 600,000 | 375,000 | 4.17 | |
Total | 836,667 | 611,667 |
4_Stock_Options_and_Warrants_S2
4. Stock Options and Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Tables/Schedules | |||||
Schedule of Stockholders' Equity Note, Warrants or Rights | |||||
12/31/14 | 12/31/13 | ||||
Weighted | Weighted | ||||
Number | average | Number | average | ||
of | exercise | of | exercise | ||
Warrants | price | Warrants | price | ||
Outstanding, beginning of period | 245,000 | $0.97 | 245,000 | $0.97 | |
Granted | - | - | - | - | |
Exercised | - | - | - | - | |
Expired | - | - | - | - | |
Outstanding, end of period | 245,000 | $0.97 | 245,000 | $0.97 | |
Exercisable at the end of period | 245,000 | $0.97 | 245,000 | $0.97 | |
6_Derivative_Liabilities_Sched
6. Derivative Liabilities: Schedule of Derivative Liabilities Valuation Assumptions (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Tables/Schedules | |||
Schedule of Derivative Liabilities Valuation Assumptions | |||
2014 | 2013 | ||
Risk free interest rate | 0.02% - 0.58% | 0.04% - 0.38% | |
Stock volatility factor | 104.46% - 149.81% | 65.07% - 274.85 | |
Weighted average expected option life | 6 months - 2 years | 6 months - 2 years | |
Expected dividend yield | None | None |
8_Income_Taxes_Schedule_of_Def
8. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Tables/Schedules | |||
Schedule of Deferred Tax Assets and Liabilities | |||
2014 | 2013 | ||
Deferred tax assets: | |||
NOL carryover | $2,299,720 | $2,021,190 | |
R & D credit | 47,640 | 45,990 | |
Accrued payroll | - | 36,000 | |
Deferred tax liabilities: | |||
Depreciation | -7,670 | -7,240 | |
Less Valuation Allowance | -2,339,690 | -2,095,940 | |
Net deferred tax asset | $- | $- |
1_Organization_and_Line_of_Bus1
1. Organization and Line of Business (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Details | |
Date of Incorporation | 24-Apr-06 |
Trading Symbol | BSRC |
2_Summary_of_Significant_Accou6
2. Summary of Significant Accounting Policies: Property and Equipment: Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Computer Equipment | |
Property, Plant and Equipment, Useful Life | 5 years |
Machinery and Equipment | |
Property, Plant and Equipment, Useful Life | 10 years |
2_Summary_of_Significant_Accou7
2. Summary of Significant Accounting Policies: Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Depreciation expense | $7,941 | $8,203 |
2_Summary_of_Significant_Accou8
2. Summary of Significant Accounting Policies: Loss Per Share Calculations (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 245,000 | 245,000 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 811,667 | 611,667 |
2_Summary_of_Significant_Accou9
2. Summary of Significant Accounting Policies: Loss Per Share Calculations: Schedule of Weighted Average Number of Shares (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
(Loss) to common shareholders (Numerator) | ($3,430,179) | ($1,200,576) |
Basic and diluted weighted average number of common shares outstanding (Denominator) | 10,411,873 | 7,601,521 |
Recovered_Sheet1
2. Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Fair Value, Liabilities Measured on Recurring Basis (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Derivative Liability | $3,320,943 | $361,170 |
Total liabilities measures at fair value | 3,320,943 | 361,170 |
Fair Value, Inputs, Level 1 | ||
Derivative Liability | 0 | 0 |
Total liabilities measures at fair value | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Derivative Liability | 0 | 0 |
Total liabilities measures at fair value | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Derivative Liability | 3,320,943 | |
Total liabilities measures at fair value | $3,320,943 |
Recovered_Sheet2
2. Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Derivative Liabilities at Fair Value (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Details | |||
Derivative Liabilities, Current | $3,320,943 | $361,170 | $0 |
Fair value of derivative liabilities issued | 314,551 | 455,786 | |
Conversion of Notes Payable | -282,877 | ||
Loss on change in derivative liability | $2,645,222 | $188,261 |
Recovered_Sheet3
2. Summary of Significant Accounting Policies: Research and Development (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Research and development | $69,809 | $27,953 |
3_Capital_Stock_Details
3. Capital Stock (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Issuance of common shares for converted promissory notes, Shares | 1,076,237 | |
Debt Conversion, Original Debt, Amount | $135,000 | $147,500 |
Issuance of common shares for converted promissory notes, Value | 146,000 | 436,874 |
Issuance of common shares for cash at prices of $0.22 and $0.28 per share, Value | 398,291 | |
Accrued Interest Converted | ||
Debt Conversion, Original Debt, Amount | 6,497 | |
Common Stock | ||
Issuance of common shares for converted promissory notes, Shares | 2,805,073 | 1,076,237 |
Issuance of common shares for converted promissory notes, Value | 280 | 108 |
Issuance of common shares for cash | 1,530,631 | |
Issuance of common shares for cash at prices of $0.22 and $0.28 per share, Value | 153 | |
Common Stock | Purchase 1 | ||
Issuance of common shares for cash | 504,773 | |
Equity Issuance Per Share Amount | $0.22 | |
Issuance of common shares for cash at prices of $0.22 and $0.28 per share, Value | 111,050 | |
Common Stock | Purchase 2 | ||
Issuance of common shares for cash | 1,025,858 | |
Equity Issuance Per Share Amount | $0.28 | |
Issuance of common shares for cash at prices of $0.22 and $0.28 per share, Value | 287,241 | |
Common Stock | Interest | ||
Issuance of common shares for converted promissory notes, Value | $11,000 | |
Common Stock | Minimum | ||
Debt Instrument, Convertible, Conversion Price | $0.04 | $0.10 |
Common Stock | Maximum | ||
Debt Instrument, Convertible, Conversion Price | $0.10 | $0.39 |
4_Stock_Options_and_Warrants_S3
4. Stock Options and Warrants: Schedule of Stock Options, Activity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Options Outstanding, beginning of period | 836,667 | 236,667 |
Options Outstanding, Weighted average exercise price, beginning of period | $1.43 | $4.05 |
Options Granted | 0 | 600,000 |
Options Granted, Weighted average exercise price | $0.40 | $0.40 |
Options Exercised | 0 | 0 |
Options Exercised, Weighted average exercise price | $0 | $0 |
Options Expired | 0 | 0 |
Options Expired, Weighted average exercise price | $0 | $0 |
Options Outstanding, end of period | 836,667 | 836,667 |
Options Outstanding, Weighted average exercise price, end of period | $1.43 | $1.43 |
Options Exercisable at the end of period | 811,667 | 611,667 |
Options Exercisable, Weighted average exercise price | $1.46 | $1.81 |
4_Stock_Options_and_Warrants_S4
4. Stock Options and Warrants: Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options Outstanding | 836,667 | 836,667 |
Stock Options Exercisable | 811,667 | 611,667 |
4.05 | ||
Exercisable Prices, Upper Range Limit | $4.05 | $4.05 |
Stock Options Outstanding | 236,667 | 236,667 |
Stock Options Exercisable | 236,667 | 236,667 |
Weighted Average Remaining Contractual Life (years) | 1 year 2 months 23 days | 2 years 2 months 23 days |
0.4 | ||
Stock Options Outstanding | 600,000 | 600,000 |
Stock Options Exercisable | 575,000 | 375,000 |
Weighted Average Remaining Contractual Life (years) | 3 years 2 months 1 day | 4 years 2 months 1 day |
Exercisable Prices, Lower Range Limit | $0.40 | $0.40 |
4_Stock_Options_and_Warrants_D
4. Stock Options and Warrants (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Options Granted | 0 | 600,000 |
Options Granted, Weighted average exercise price | $0.40 | $0.40 |
Risk Free Interest Rate | 0.75% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 82.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Warrants, Outstanding | 245,000 | 245,000 |
Warrant Terms | 5 years | 5 years |
October 2016 Expiration Date | ||
Warrants, Outstanding | 95,000 | |
October 2017 Expiration Date | ||
Warrants, Outstanding | 150,000 | |
Employee Stock Option | ||
Stock-based Compensation Expense | $51,883 | $133,997 |
4_Stock_Options_and_Warrants_S5
4. Stock Options and Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Warrants Outstanding, beginning of period | 245,000 | 245,000 |
Warrants Outstanding, Weighted average exercise price, beginning of period | $0.97 | $0.97 |
Warrants, Granted | 0 | 0 |
Warrants Granted, Weighted average exercise price | $0 | $0 |
Warrants, Exercised | 0 | 0 |
Warrants Exercised, Weighted average exercise price | $0 | $0 |
Warrants, Expired | 0 | 0 |
Warrants Expired, Weighted average exercise price | $0 | $0 |
Warrants Outstanding, end of period | 245,000 | 245,000 |
Warrants Outstanding, Weighted average exercise price, end of period | $0.97 | $0.97 |
Warrants, Exercisable | 245,000 | 245,000 |
Warrants Exercisable, Weighted average exercise price | $0.97 | $0.97 |
5_Convertible_Promissory_Notes1
5. Convertible Promissory Notes (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Jan. 18, 2013 | Mar. 01, 2013 | Mar. 05, 2014 | Jun. 05, 2013 | Jun. 21, 2013 | 2-May-14 | Dec. 18, 2014 | |
Proceeds from convertible promissory notes | $500,000 | $177,500 | ||||||||||
Debt Conversion, Original Debt, Amount | 135,000 | 147,500 | ||||||||||
Amortization of debt discount recognized as interest expense | 159,874 | 307,442 | ||||||||||
Convertible Promissory Notes, Debt discount | 307,604 | 152,928 | ||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 1 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Debt Instrument, Face Amount | 80,000 | |||||||||||
Proceeds from convertible promissory notes | 35,000 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 106,877 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $0.43 | |||||||||||
Debt Instrument, Description | In the month of July 2013, the Company extended the maturity date of the note from six (6) months to eighteen (18) months from the effective date of each advance. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of a) $0.40 per share b) fifty percent (50%) of the lowest trading price of common stock recorded on any trade day after the effective date, or c) the lowest effective price per share granted after the effective date. | |||||||||||
Fair Value Assumptions, Expected Term, Simplified Method | expected life of more than a year. | |||||||||||
Amortization of debt discount recognized as interest expense | 7,736 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 1 | Advance 1 | ||||||||||||
Proceeds from convertible promissory notes | 10,000 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 1 | Advance 2 | ||||||||||||
Proceeds from convertible promissory notes | 25,000 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 1 | Principal | ||||||||||||
Debt Conversion, Original Debt, Amount | 10,000 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 1 | Interest | ||||||||||||
Debt Conversion, Original Debt, Amount | 687 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 2 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Debt Instrument, Face Amount | 100,000 | |||||||||||
Proceeds from convertible promissory notes | 10,000 | |||||||||||
Debt Instrument, Description | The note was amended on February 24, 2014, and was extended on the maturity date through August 28, 2014. Subsequently, the note matured and was extended through August 28, 2015. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.20 per share or fifty percent (50%) of the lowest trading price recorded on any trade day after the effective date. | |||||||||||
Fair Value Assumptions, Expected Term, Simplified Method | expected life of less than a year. | |||||||||||
Amortization of debt discount recognized as interest expense | 7,055 | |||||||||||
Long-term Debt, Gross | 15,000 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 2 | Principal | ||||||||||||
Debt Conversion, Original Debt, Amount | 20,000 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 2 | Interest | ||||||||||||
Debt Conversion, Original Debt, Amount | 3,278 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 3 | ||||||||||||
Debt Instrument, Face Amount | 242,000 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 694,191 | |||||||||||
Debt Instrument, Description | The notes are convertible into shares of common stock of the Company at a conversion price equal to the lesser of $0.24 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The notes mature two (2) years from their effective dates. | |||||||||||
Fair Value Assumptions, Expected Term, Simplified Method | expected life of two (2) years. | |||||||||||
Amortization of debt discount recognized as interest expense | 63,967 | |||||||||||
Long-term Debt, Gross | 187,000 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 3 | Chief Executive Officer | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||
Debt Instrument, Face Amount | 114,000 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 3 | Officer | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||
Debt Instrument, Face Amount | 128,000 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 3 | Principal | ||||||||||||
Debt Conversion, Original Debt, Amount | 55,000 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 3 | Interest | ||||||||||||
Debt Conversion, Original Debt, Amount | 2,063 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 4 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Proceeds from convertible promissory notes | 45,000 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 724,616 | |||||||||||
Amortization of debt discount recognized as interest expense | 23,603 | |||||||||||
Debt Instrument, Fair Value Disclosure | 100,000 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 4 | Principal | ||||||||||||
Debt Conversion, Original Debt, Amount | 45,000 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 4 | Interest | ||||||||||||
Debt Conversion, Original Debt, Amount | 3,462 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 5 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Proceeds from convertible promissory notes | 50,000 | |||||||||||
Debt Instrument, Description | The note matures eighteen (18) months from the effective date of each advance. The note is convertible into shares of common stock of the Company at a price equal to a variable conversion price of the lesser of $0.25 per share or fifty percent (50%) of the three (3) lowest trading prices recorded on any trade day after the effective date. | |||||||||||
Fair Value Assumptions, Expected Term, Simplified Method | expected life of eighteen (18) months. | |||||||||||
Debt Instrument, Fair Value Disclosure | 500,000 | |||||||||||
Convertible Promissory Notes, Debt discount | 55,806 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 5 | Advance 1 | ||||||||||||
Proceeds from convertible promissory notes | 500,000 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 6 | ||||||||||||
Debt Instrument, Face Amount | 128,000 | |||||||||||
Debt Instrument, Description | The notes are convertible into shares of common stock of the Company at a conversion price equal to the lesser of $0.101 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The notes mature two (2) years from their effective dates. | |||||||||||
Fair Value Assumptions, Expected Term, Simplified Method | expected life of two (2) years. | |||||||||||
Amortization of debt discount recognized as interest expense | 1,707 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 6 | Chief Executive Officer | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||
Debt Instrument, Face Amount | 67,000 | |||||||||||
Securities Purchase Agreements Unsecured Convertible Notes 6 | Officer | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||||||
Debt Instrument, Face Amount | $61,000 |
6_Derivative_Liabilities_Detai
6. Derivative Liabilities (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair value of derivative liabilities issued | $314,551 | $455,786 |
Debt Conversion, Original Debt, Amount | 135,000 | 147,500 |
Loss on change in derivative liability | -2,645,222 | -188,261 |
Total liabilities measures at fair value | 3,320,943 | 361,170 |
Convertible Debt | ||
Loss on change in derivative liability | $175,602 |
6_Derivative_Liabilities_Sched1
6. Derivative Liabilities: Schedule of Derivative Liabilities Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Risk free interest rate | 0.02% | 0.04% |
Stock volatility factor | 104.46% | 65.07% |
Weighted average expected option life | 6 months | 6 months |
Maximum | ||
Risk free interest rate | 0.58% | 0.38% |
Stock volatility factor | 149.81% | 274.85% |
Weighted average expected option life | 2 years | 2 years |
7_Intangible_Assets_Details
7. Intangible Assets (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Patents | $85,830 | $47,098 |
Amortization of Intangible Assets | $0 | $0 |
8_Income_Taxes_Details
8. Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Net Operating Loss Carryforwards | $6,400,000 | |
Operating Loss Carryforwards, Expiration Date | 31-Dec-26 | |
Book income | -1,372,071 | -480,230 |
Depreciation | -420 | -720 |
Meals and Entertainment | 350 | 530 |
Stock compensation and other non-cash charges | 1,142,791 | 250,040 |
Accrued payroll | -14,400 | -53,600 |
Valuation Allowance | 243,750 | 283,980 |
Income Tax Expense (Benefit), Total | $0 | $0 |
8_Income_Taxes_Schedule_of_Def1
8. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
NOL Carryover | $2,299,720 | $2,021,190 |
R & D credit | 47,640 | 45,990 |
Accrued Payroll | 0 | 36,000 |
Deferred tax liabilities: | ||
Depreciation | -7,670 | -7,240 |
Valuation Allowance | -2,339,690 | -2,095,940 |
Net deferred tax asset | $0 | $0 |
9_Commitments_and_Litigations_
9. Commitments and Litigations (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Monthly Lease Payment | $534 | |
Rent Expense | $6,408 | $6,408 |
10_Subsequent_Event_Details
10. Subsequent Event (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 25, 2015 | Jan. 30, 2015 | |
Proceeds from convertible promissory notes | $500,000 | $177,500 | ||
Issuance of common shares for converted promissory notes, Shares | 1,076,237 | |||
Common Stock | ||||
Issuance of common shares for converted promissory notes, Shares | 2,805,073 | 1,076,237 | ||
Subsequent Event | Common Stock | ||||
Issuance of common shares for converted promissory notes, Shares | 325,525 | |||
Subsequent Event | Securities Purchase Agreements Unsecured Convertible Notes 6 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||
Debt Instrument, Fair Value Disclosure | 500,000 | |||
Proceeds from convertible promissory notes | $50,000 |