Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2015 | Jul. 09, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | US Highland, Inc. | |
Entity Central Index Key | 1,381,871 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 77,727,669 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,015 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 14,446 | $ 14,035 |
Prepaid expenses | 90,529 | 95,748 |
Deposit in Highlon acquisition | 150,000 | 150,000 |
Total Current Assets | 254,975 | 259,783 |
Deposits | 11,478 | 11,478 |
Property and Equipment, net | 8,534 | 10,288 |
Total Assets | 274,987 | 281,549 |
Current Liabilities | ||
Accounts payable | 520,307 | 499,586 |
Accrued liabilities ($299,018 and $255,830 related parties, respectively) | 718,949 | 656,482 |
Convertible debentures ($48,973 and $nil related parties, respectively), net of discounts of $724,727 and $773,700, respectively | 308,606 | 259,633 |
Derivative liabilities | 54,094,831 | 46,065,517 |
Loans payable ($623,200 and $268,000 related parties, respectively) | 810,700 | 391,500 |
Total Current Liabilities | 56,453,393 | 47,872,718 |
Loans payable ($282,000 and $607,000 related parties, respectively) | 282,000 | 607,000 |
Total Liabilities | $ 56,735,393 | $ 48,479,718 |
Stockholder's Deficit | ||
Preferred stock, 3,550,000 shares authorized, par value $0.01; no shares issued and outstanding | ||
Common stock, 500,000,000 shares authorized, $0.01 par value; 77,727,669 shares issued and outstanding | $ 777,276 | $ 777,276 |
Common stock reserved for future issuance; 263,000 and 244,000 shares at March 31, 2015 and December 31, 2014 | 162,068 | 152,236 |
Treasury stock, at cost - 58,333 shares | (773,500) | (773,500) |
Additional Paid-in Capital | 54,757,845 | 54,757,845 |
Accumulated Deficit | (111,384,095) | (103,112,026) |
Total Stockholder's Deficit | (56,460,406) | (48,198,169) |
Total Liabilities and Stockholder's Deficit | $ 274,987 | $ 281,549 |
Unaudited Consolidated Balance3
Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Stockholders' Deficiency | ||
Accrued liabilities - related parties | $ 299,018 | $ 255,830 |
Convertible debentures - related parties | 48,973 | |
Net of discounts | 724,727 | 773,700 |
Loans payable - related parties current | 623,200 | 268,000 |
Loans payable - related parties | $ 282,000 | $ 607,000 |
Preferred Stock, shares authorized | 3,550,000 | 3,550,000 |
Preferred Stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares issued | 77,727,669 | 77,727,669 |
Common Stock, shares outstanding | 77,727,669 | 77,727,669 |
Common stock reserved for future issuance | 263,000 | 244,000 |
Treasury Stock - shares | 58,333 | 58,333 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Unaudited Consolidated Statements Of Operations | ||
Revenue | ||
Operating Expenses | ||
Depreciation | $ 1,754 | $ 2,622 |
General and administrative | 107,585 | 159,793 |
Professional fees | 23,152 | 215,727 |
Total Operating Expenses | 132,491 | 378,142 |
Operating Loss | (132,491) | (378,142) |
Other Income (Expense) | ||
Interest expense | (110,289) | (190,979) |
Change in fair value of derivatives | (8,029,314) | 1,690,434 |
Other income | 25 | 105 |
Total Other Income (Expense) | (8,139,578) | 1,499,560 |
Net (Loss) Income | $ (8,272,069) | $ 1,121,418 |
Net (Loss) Per Common Share: | ||
Basic | $ (0.11) | $ 0.01 |
Diluted | $ (0.11) | $ 0 |
Basic Weighted Average Number of Common Shares Outstanding | 77,727,669 | 77,727,669 |
Diluted Weighted Average Number of Common Shares Outstanding | 77,727,669 | 188,584,669 |
Consolidated Statement of Stock
Consolidated Statement of Stockholder's Deficit - 3 months ended Mar. 31, 2015 - USD ($) | Common Stock | Additional Paid-in Capital | Commom Stock Reserved For Future Issuance | Stock Subscription Receivable | Accumulated Deficit | Treasury Stock | Total |
Beginning Balance, Amount at Dec. 31, 2014 | $ 777,276 | $ 54,757,845 | $ 152,236 | $ (103,112,026) | $ (773,500) | $ (48,198,169) | |
Beginning Balance, Shares at Dec. 31, 2014 | 77,727,669 | ||||||
Shares issuable in payment of accrued interest | $ 9,832 | 9,832 | |||||
Net (loss) | $ (8,272,069) | (8,272,069) | |||||
Ending Balance, Amount at Mar. 31, 2015 | $ 777,276 | $ 54,757,845 | $ 162,068 | $ (111,384,095) | $ (773,500) | $ (56,460,406) | |
Ending Balance, Shares at Mar. 31, 2015 | 77,727,669 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating Activities | ||
Net (loss) income | $ (8,272,069) | $ 1,121,418 |
Adjustments to reconcile net income (loss) to cash used in operating activities: | ||
Depreciation | 1,754 | 2,622 |
Amortization expense | 48,973 | 165,723 |
Change in fair value of derivative | 8,029,314 | (1,690,434) |
Shares issuable for interest expense | $ 9,832 | 1,080 |
Changes in operating assets and liabilities: | ||
Inventory | (25,396) | |
Prepaid expenses and deposits | $ 5,219 | 14,660 |
Accounts payable & accrued liabilities | 40,000 | $ 136,838 |
Accrued liabilities - related parties | 43,188 | |
Net Cash Used in Operating Activities | (93,789) | $ (273,489) |
Financing Activities | ||
Proceeds from loan payable | 70,000 | $ 331,000 |
Proceeds from loans payable - related parties | 30,200 | |
Repayment of loans | (6,000) | |
Net Cash Provided by Financing Activities | 94,200 | $ 331,000 |
Increase In Cash | 411 | 57,511 |
Cash - Beginning of Period | 14,035 | 43,044 |
Cash - End of Period | $ 14,446 | $ 100,555 |
Supplemental Cash Flows Information: | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
Non-cash Investing and Financing Activities | ||
Warrants issued to settle debt | $ 53,606 |
1. Summary of Business and Basi
1. Summary of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Summary of Business and Basis of Presentation | Organization and Business US Highland, Inc. was originally formed as a limited liability company on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to the laws of the State of Oklahoma. On November 9, 2006, Powerhouse Productions, L.L.C. filed Articles of Conversion changing the entity from a limited liability company to a corporation under the name Harcom Productions, Inc. On January 25, 2010, Articles of Merger were filed with the State of Oklahoma merging U.S. Highland, Inc., an Oklahoma corporation into Harcom Productions, Inc. and the name of the corporation was changed to US Highland, Inc. US Highland, Inc. (the "Company") is a recreational power sports Original Equipment Manufacturer ("OEM"), developing motorcycles, quads, single cylinder engines, and v-twin engines under its own brand and for other OEMs. Basis of Presentation The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, US Highlands Electric Inc. All significant intercompany transactions and balances have been eliminated. The unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments (consisting of normal recurring adjustments unless otherwise indicated) which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Certain prior year amounts have been reclassified to conform to current year presentation. Certain information in footnote disclosures normally included in the financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and have been condensed or omitted pursuant to such principles and the financial results for the periods presented may not be indicative of the full year's results. The Company believes the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the Company's audited financial statements and the notes thereto for the fiscal year ended December 31, 2014 included in the Company's Annual Report on Form 10-K filed on July 9, 2015 (the "2014 Annual Report"). Significant Accounting Policies There have been no material changes in the Company's significant accounting policies to those previously disclosed in the 2014 Annual Report. Going Concern The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going-concern basis. The going concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations, and as of March 31, 2015, current liabilities exceed current assets by $56,198,418, and the Company has an accumulated deficit of $111,384,095. The Company's ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company's development, marketing and manufacturing efforts. Earnings (Loss) Per Share For the Three months Ended March 31, 2015 2014 Income (Loss) Weighted Average Common Shares Outstanding Earnings (Loss) Per Share Income (Loss) Weighted Average Common Shares Outstanding Earnings (Loss) Per Share Basic: Income (loss) attributable to common stock $ (8,269,082 ) 77,727,669 $ (0.11 ) $ 1,121,418 77,727,669 $ 0.01 Effect of Dilutive Securities: Convertible Debt -- -- -- (713,111 ) 89,750,000 (0.01 ) Warrants -- -- -- (790,747 ) 21,107,000 (0.00 ) Diluted: Income (loss) attributable to common stock, including assumed conversions $ (8,269,082 ) 77,727,669 $ (0.11 ) $ (382,440 ) 188,584,669 $ (0.00 ) |
2. Deposit on Highlon Distribut
2. Deposit on Highlon Distribution Inc. Acquisition | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Deposit on Highlon Distribution Inc. Acquisition | On December 30, 2014, the Company entered into a share exchange agreement with Highlon Distribution, Inc. (Highlon). Per the agreement, the Company will exchange 100 shares of the Company's common stock for 100% of the Highlon shares. In addition, the Company will transfer $150,000 to Highlon within five days from the execution of the agreement. Highlon is a distribution management business focusing on marketing existing product in logistics area. Currently, parties are negotiating final terms of the Share Exchange. |
3. Property and Equipment
3. Property and Equipment | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Property and Equipment | Property and equipment is recorded at cost and is comprised of: Useful Life March 31, 2015 December 31, 2014 Computers and office equipment 3 years $ 15,930 $ 15,930 Manufacturing equipment 5 - 10 years 19,513 19,513 35,443 35,443 Accumulated depreciation (26,909 ) (25,155 ) Property and equipment, net $ 8,534 $ 10,288 Depreciation expense amounted to approximately $1,754 and $2,622 for the three months ended March 31, 2015 and 2014, respectively. |
4. Related Party Transactions
4. Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Related Party Transactions | a) During the three months ended March 31, 2015, the Company entered into an unsecured, non-guaranteed loan agreement with a significant shareholder for $20,000. Refer to Note 5(g). b) During the three months ended March 31, 2015, the Company entered into an unsecured, non-guaranteed loan agreement with a director for $10,200. Refer to Note 5(e). |
5. Loans Payable
5. Loans Payable | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Loans Payable | Loans payable consist of the following: March 31, 2015 December 31, 2014 a) Loans payable that are unsecured, non-guaranteed, past due and are non-interest bearing. $ 25,000 $ 25,000 b) Note payable which is unsecured, non-guaranteed, past due and bears interest at 10% per annum. 1,500 7,500 c) On January 15, 2011, the Company entered into 8 unsecured, non-guaranteed, loan agreements pursuant to which the Company received proceeds of $56,000. If the loans were not repaid within 90 days they then bear interest at 1% per month. In addition, if the loan was not repaid within 90 days, the Company is required to issue 167 common shares every month until the loan is repaid in full. As at March 31, 2015, and December 31, 2014, the Company recognized the fair value of 168,000 and 164,000 common shares issuable for interest expense of $162,068 and $152,236, respectively, as shares reserved for future issuance. The Company has not yet issued these common shares. As at March 31, 2015, the Company has also accrued interest expense of $28,280 (December 31, 2014 - $26,600). 56,000 56,000 d) On May 30, 2013 and August 12, 2013, the Company received advances from a director for $2,000 and $25,000, respectively. On August 12, 2013, the Company entered into an unsecured, non-guaranteed, demand loan agreement with the director for $27,000. The loan bears interest at 1% per annum compounded monthly. In addition, the Company is required to issue 5,000 common shares every month until the loan is repaid in full. As at March 31, 2015 and December 31, 2014, the Company recognized the fair value of 95,000 and 80,000 common shares issuable for interest expense of $34,250 and $26,500, respectively, as shares reserved for future issuance. The Company has not yet issued these common shares. As at March 31, 2015, the Company has also accrued interest expense of $453 (December 31, 2014- $385). 27,000 27,000 e) On February 27, 2014, and March 19, 2015, the Company received advances from a director of $6,000, and $10,200, respectively. The advances are unsecured, due on demand and bears interest at 1% per annum compounded and calculated monthly. 16,200 6,000 f) On September 18, 2014, February 18, 2015, and March 9, 2015, the Company entered into unsecured, non-guaranteed, loan agreements pursuant to which the Company received proceeds of $35,000, $20,000, and $50,000, respectively. The loans bear interest at 8% per annum compounded annually and is due 1 year after the date of issuance. 105,000 35,000 g) On August 26, 2014, December 4, 2014, December 18, 2014, and January 29, 2015, the Company issued unsecured notes payable of $15,000, $20,000, $200,000 and $20,000, respectively to a significant shareholder. The notes bear interest at an annual rate of 8% per annum, are uncollateralized, and due 1 year after the date of issuance. 255,000 235,000 h) The Company issued the following unsecured notes payable to a significant shareholder. The notes bear interest at an annual rate of 8% per annum, are uncollateralized, and are due 2 years after the date of issuance: 1. On January 17, 2014, the Company issued a $50,000 note payable. 50,000 50,000 2. On January 29, 2014 the Company issued a $50,000 note payable. 50,000 50,000 3. On February 19, 2014, the Company issued a $25,000 note payable. 25,000 25,000 4. On March 3, 2014, the Company issued a $50,000 note payable. 50,000 50,000 5. On March 19, 2014, the Company issued a $150,000 note payable. 150,000 150,000 6. On April 25, 2014, the Company issued a $25,000 note payable. 25,000 25,000 7. On May 19, 2014, the Company issued a $25,000 note payable. 25,000 25,000 8. On June 2, 2014, the Company issued an $18,000 note payable. 18,000 18,000 9. On June 12, 2014, the Company issued a $32,000 note payable. 32,000 32,000 10. On July 1, 2014, the Company issued a $25,000 note payable. 25,000 25,000 11. On July 16, 2014, the Company issued a $75,000 note payable to a related party. 75,000 75,000 12. On October 7, 2014, the Company issued a $30,000 note payable. 30,000 30,000 13. On October 31, 2014, the Company issued a $20,000 note payable. 20,000 20,000 14. On November 4, 2014, the Company issued a $32,000 note payable 32,000 32,000 Total $ 1,092,700 $ 998,500 Less Short Term (810,700 ) (391,500 ) Long Term $ 282,000 $ 607,000 |
6. Convertible Debentures
6. Convertible Debentures | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Convertible Debentures | a) Effective January 25, 2010, the Company issued a convertible note for $225,000. Pursuant to the terms of the agreement, the loan was unsecured, non-interest bearing, and was due on December 21, 2010. The note was convertible into shares of the Company's common stock at any time at a variable conversion price equal to 65% of the average of the closing bid prices of the common stock during the 28 trading days prior to the date of the conversion notice and was subject to adjustment upon the issuance of certain dilutive instruments. Due to these provisions, the embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the derivative liability of $538,249 resulted in a full discount to the note payable of $225,000 and the recognition of a loss on derivatives of $313,249. On June 2, 2010, the Company issued 6,386 restricted shares of common stock upon the conversion of the principal amount of $166,667. The fair value of the derivative liability at June 2, 2010, was $266,425 and $197,352 was reclassified to additional paid-in capital upon conversion. During the year ended December 31, 2013, the Company repaid $2,000 of the note and during the year ended December 31, 2014, the Company repaid an additional $3,000. At March 31, 2015 and December 31, 2014, the carrying value of the note was $53,333. The note is in default at March 31, 2015. b) Effective July 25, 2013, the Company issued a convertible note to secure a demand loan of $75,000. Pursuant to the terms of the agreement, the loan is unsecured and due on July 31, 2014. The note is convertible into shares of the Company's common stock at any time at a price of $0.035. The note bears interest at 8% per annum compounded monthly, and is due on demand. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $577,797 resulted in a discount to the note payable of $75,000 and the recognition of a loss on derivatives of $502,797. As the note is due on demand the entire discount was recorded as interest expense on July 25, 2013. At March 31, 2015 and December 31, 2014, the carrying value of the note was $75,000. c) Effective July 25, 2013, the Company issued a convertible note to secure a demand loan of $45,000. Pursuant to the terms of the agreement, the loan is unsecured and due on July 31, 2014. The note is convertible into shares of the Company's common stock at any time at a price of $0.035. The note bears interest at 8% per annum compounded monthly, and is due on demand. The embedded conversion option qualifies for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $346,678 resulted in a discount to the note payable of $45,000 and the recognition of a loss on derivatives of $301,678. As the note is due on demand the entire discount was recorded as interest expense on July 25, 2013. At March 31, 2015 and December 31, 2014, the carrying value of the note was $45,000. d) On July 25, 2013, the Company issued a convertible note for up to $500,000 and warrants to purchase 12,500,000 underlying shares of the Company's common stock. The warrants are exercisable into 10,000,000 common shares of the Company at $0.05 per share and 2,500,000 shares at an exercise price of $0.10 per share until July 31, 2014. During the year ended December 31, 2013, the Company received proceeds of $500,000 under the note. The note bears interest at 8% per annum compounded monthly, and principal and interest are due on July 31, 2014. In addition, so long as any amounts are due hereunder, the Company is obligated to remit to the lender 100% of all revenues, payments and receivables from the sale of the first 50 engines sold by the Company. The note is secured against substantially all of the assets of the Company. The note may be prepaid by the Company without penalty with 30 days prior notice. The note is convertible into shares of the Company's common stock at any time at a conversion price equal to $0.02 per share and is subject to adjustment upon the issuance of certain dilutive instruments and other events. The conversion price was subsequently reduced to $0.01 per share upon the failure to file various reports with the SEC within 120 days of the issuance of the note. Due to the potential adjustments to the conversion feature and the inability to conclude that the Company has enough unissued-authorized common shares to settle the warrants, the embedded conversion option and the warrants qualify for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $6,714,279 and warrants of $3,169,531 resulted in a discount to the note payable of $500,000 and the recognition of a loss on derivatives of $9,383,810. On July 24, 2014, the Company and the note holder agreed to extend the maturity date to December 31, 2014 and increase the interest rate to 12% starting on August 1, 2014. The Company accounted for the modification in accordance with ASC 405-20 and ASC 470-50-40. As the present value of the future cash flows was more than 10% different than the cash flows of the original debt, it was determined that the original and new debt instruments are substantially different and the Company treated the original convertible note extinguished and exchanged for a new convertible note. The Company recorded a loss on extinguishment of debt of $474,668. The Company also recognized the fair value of the embedded conversion feature of $24,501,757 as a derivative liability and reduced the value of the convertible loan to $nil. On December 31, 2014, the Company and the note holder agreed to extend the maturity date to December 31, 2015. Interest shall accrue at 12% per annum but may be reduced to 8% for any period of time in which the interest is paid in cash and not accrued. The Company accounted for the modification in accordance with ASC 405-20 and ASC 470-50-40. As the present value of the future cash flows was more than 10% different than the cash flows of the original debt, it was determined that the original and new debt instruments are substantially different and the Company treated the original convertible note extinguished and exchanged for a new convertible note. The Company recorded a loss on extinguishment of debt of $411,820. The Company also recognized the fair value of the embedded conversion feature of $25,088,180 as a derivative liability and reduced the value of the convertible loan to $nil. During the three months ended March 31, 2015, the Company recorded total accretion of $26,307. At March 31, 2015 and December 31, 2014, the carrying value of the note was $500,000 and $500,000 with unamortized discount of $473,693 and $500,000, respectively. e) On July 25, 2013, the Company issued a convertible note for up to $500,000 and warrants to purchase 10,197,916 underlying shares of the Company's common stock. The warrants are exercisable into 8,158,333 common shares of the Company at $0.05 per share and 2,039,583 shares at an exercise price of $0.10 per share until July 31, 2014. During the year ended December 31, 2013, the Company received proceeds of $273,700 under the note. At November 30, 2013, the Company had determined that no additional funding would be received pursuant to the convertible note. The note bears interest at 8% per annum compounded monthly, and principal and interest are due on July 31, 2014. The note may be prepaid by the Company without penalty with 30 days prior notice. The note is convertible into shares of the Company's common stock at any time at a conversion price equal to $0.02 per share and is subject to adjustment upon the issuance of certain dilutive instruments and other events. The conversion price was subsequently reduced to $0.01 per share upon the failure to file various reports with the SEC within 120 days of the issuance of the note. Due to the potential adjustments to the conversion rate of the conversion feature and the inability to conclude that the Company has enough unissued-authorized common shares to settle the warrants, the embedded conversion option and the warrants qualify for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $5,278,978 and warrants of $2,450,519 resulted in a discount to the note payable of $273,700 and the recognition of a loss on derivatives of $7,455,797. The note was not repaid on July 31, 2014. On August 4, 2014, the Company and the note holder agreed to extend the maturity date to December 31, 2014 and increase the interest rate to 12% starting on August 1, 2014. The Company accounted for the modification in accordance with ASC 405-20 and ASC 470-50-40. As the present value of the future cash flows was more than 10% different than the cash flows of the original debt, it was determined that the original and new debt instruments are substantially different and the Company treated the original convertible note extinguished and exchanged for a new convertible note. The Company recorded a loss on extinguishment of debt of $273,700. The Company also recognized the fair value of the embedded conversion feature of $13,685,849 as a derivative liability and reduced the value of the convertible loan to $nil. On December 31, 2014, the Company and the note holder agreed to extend the maturity date to December 31, 2015. Interest shall accrue at 12% per annum but may be reduced to 8% for any period of time in which the interest is paid in cash and not accrued. The Company accounted for the modification in accordance with ASC 405-20 and ASC 470-50-40. As the present value of the future cash flows was more than 10% different than the cash flows of the original debt, it was determined that the original and new debt instruments are substantially different and the Company treated the original convertible note extinguished and exchanged for a new convertible note. The Company recorded a loss on extinguishment of debt of $225,431. The Company also recognized the fair value of the embedded conversion feature of $13,733,269 as a derivative liability and reduced the value of the convertible loan to $nil. During the three months ended March 31, 2015, the Company recorded total accretion of $22,666. At March 31, 2015 and December 31, 2014, the carrying value of the note was $273,700 and $273,700 with unamortized discount of $251,034 and $273,700, respectively. f) Effective November 12, 2013, the Company issued a convertible note for up to $500,000 and warrants to purchase 694,445 underlying shares of the Company's common stock. The warrants are exercisable into 555,556 common shares of the Company at $0.05 per share and 138,889 shares at an exercise price of $0.10 per share until July 31, 2014. During the year ended December 31, 2013, the Company received proceeds of $20,000 under the note. At November 30, 2013, the Company had determined that no additional funding would be received pursuant to the convertible note. The note bears interest at 8% per annum compounded monthly, and principal and interest are due on July 31, 2014. The note may be prepaid by the Company without penalty with 30 days prior notice. The note is convertible into shares of the Company's common stock at any time at a conversion price equal to $0.02 per share and is subject to adjustment upon the issuance of certain dilutive instruments and other events. The conversion price was subsequently reduced to $0.01 per share upon the failure to file various reports with the SEC within 120 days of the issuance of the note. Due to the potential adjustments to the conversion feature and the inability to conclude that the Company has enough unissued-authorized common shares to settle the warrants, the embedded conversion option and the warrants qualify for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $250,021 and warrants of $145,943, resulted in a discount to the note payable of $20,000 and the recognition of a loss on derivatives of $375,964. During the year ended December 31, 2014, the Company recorded accretion of $13,479. At March 31, 2015 and December 31, 2014, the carrying value of the note was $20,000. The note is in default at March 31, 2015. g) Effective October 7, 2013, the Company issued a convertible note for up to $500,000 and warrants to purchase 868,055 underlying shares of the Company's common stock. The warrants are exercisable into 694,444 common shares of the Company at $0.05 per share and 173,611 shares at an exercise price of $0.10 per share until July 31, 2014. During the year ended December 31, 2013, the Company received proceeds of $25,000 under the note. At November 30, 2013, the Company had determined that no additional funding would be received pursuant to the convertible note. The note bears interest at 8% per annum compounded monthly, and principal and interest are due on July 31, 2014. The note may be prepaid by the Company without penalty with 30 days prior notice. The note is convertible into shares of the Company's common stock at any time at a conversion price equal to $0.02 per share and is subject to adjustment upon the issuance of certain dilutive instruments and other events. The conversion price was subsequently reduced to $0.01 per share upon the failure to file various reports with the SEC within 120 days of the issuance of the note. Due to the potential adjustments to the conversion feature and the inability to conclude that the Company has enough unissued-authorized common shares to settle the warrants, the embedded conversion option and the warrants qualify for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $312,522 and warrants of $182,522 resulted in a discount to the note payable of $25,000 and the recognition of a loss on derivatives of $470,045. On July 24, 2014, the Company and the note holder agreed to extend the maturity date to December 31, 2014 and increase the interest rate to 12% starting on August 1, 2014. The Company accounted for the modification in accordance with ASC 405-20 and ASC 470-50-40. As the present value of the future cash flows was more than 10% different than the cash flows of the original debt, it was determined that the original and new debt instruments are substantially different and the Company treated the original convertible note extinguished and exchanged for a new convertible note. The Company recorded a loss on extinguishment of debt of $25,000. The Company also recognized the fair value of the embedded conversion feature of $1,250,082 as a derivative liability and reduced the value of the convertible loan to $nil. During the year ended December 31, 2014, the Company recorded total accretion of $42,032. At March 31, 2015 and December 31, 2014, the carrying value of the note was $25,000. The note is in default at March 31, 2015. h) On July 25, 2013, the Company issued a convertible note for up to $500,000 and warrants to purchase 739,584 underlying shares of the Company's common stock. The warrants are exercisable into 591,667 common shares of the Company at $0.05 per share and 147,917 shares at an exercise price of $0.10 per share until July 31, 2014. During the year ended December 31, 2013, the Company received proceeds of $41,300 under the note. At November 30, 2013, the Company had determined that no additional funding would be received pursuant to the convertible note. The note bears interest at 8% per annum compounded monthly, and principal and interest are due on July 31, 2014. The note may be prepaid by the Company without penalty with 30 days prior notice. The note is convertible into shares of the Company's common stock at any time at a conversion price equal to $0.02 per share and is subject to adjustment upon the issuance of certain dilutive instruments and other events. The conversion price was subsequently reduced to $0.01 per share upon the failure to file various reports with the SEC within 120 days of the issuance of the note. Due to the potential adjustments to the conversion feature and the inability to conclude that the Company has enough unissued-authorized common shares to settle the warrants, the embedded conversion option and the warrants qualify for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the conversion feature of $547,736 and warrants of $187,531, resulted in a discount to the note payable of $41,300 and the recognition of a loss on derivatives of $693,967. On August 4, 2014, the Company and the note holder agreed to extend the maturity date to December 31, 2014 and increase the interest rate to 12% starting on August 1, 2014. The Company accounted for the modification in accordance with ASC 405-20 and ASC 470-50-40. As the present value of the future cash flows was more than 10% different than the cash flows of the original debt, it was determined that the original and new debt instruments are substantially different and the Company treated the original convertible note extinguished and exchanged for a new convertible note. The Company recorded a loss on extinguishment of debt of $41,300. The Company also recognized the fair value of the embedded conversion feature of $2,065,135 as a derivative liability and reduced the value of the convertible loan to $nil. During the year ended December 31, 2014, the Company recorded total accretion of $65,955. At March 31, 2015 and December 31, 2014, the carrying value of the note was $41,300. The note is in default at March 31, 2015. |
7. Derivative Liabilities
7. Derivative Liabilities | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Derivative Liabilities | The embedded conversion options of the Company's convertible debentures described in Note 6 contain conversion features that qualify for embedded derivative classification. The warrants described in Notes 6 and 8 also qualify for derivative classification. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. The table below sets forth a summary of changes in the fair value of the Company's Level 3 financial liabilities: March 31, 2015 December 31, 2014 Balance at the beginning of the period $ 46,065,517 $ 29,430,719 Addition of new derivative liabilities (warrants) 103,187 53,606 Change in fair value of warrants 7,926,127 (5,184,569 ) Change in fair value of embedded conversion option -- 21,627,561 Modification of embedded conversion options -- 138,200 Balance at the end of the period $ 54,094,831 $ 46,065,517 The following table summarizes the change in fair value of derivatives: March 31, 2015 March 31, 2014 Change in fair value of derivative liabilities during the period $ (8,029,314 ) $ (1,690,434 ) Change in fair value of derivatives $ (8,029,314 ) $ (1,690,434 ) The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Company's common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At December 31, 2014 167% - 369 % 0.04% - 0.67 % 0 % 0.25-2.50 At March 31, 2015 175% - 263 % 0.05% - 0.89 % 0 % 0.01-2.50 |
8. Stock Purchase Warrants
8. Stock Purchase Warrants | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Stock Purchase Warrants | A summary of the changes in the Company's common share purchase warrants is presented below: Number Weighted Average Exercise Price Weighted Average Expected Life Balance December 31, 2014 2,246,250 $ 0.08 1.10 years Expired (43,750 ) 0.0005 Balance March 31, 2015 2,202,500 $ 0.08 0.88 years |
9. Commitments
9. Commitments | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Commitments | a) During the year ended December 31, 2012, the Company entered into two leases for the provision of office and warehouse space until April 30, 2015. On April 1, 2013, the Company entered into an amendment to the lease agreements. Pursuant to the amendment, one of the leases was terminated and the other was extended to March 31, 2019. During the three months ended March 31, 2015, the Company recognized $21,091 (2014 - $12,788) of rent expense. The Company's future minimum lease payments are as follows: Fiscal year ending Amount December 31, 2015 48,116 December 31, 2016 65,982 December 31, 2017 67,975 December 31, 2018 69,968 December 31, 2019 17,866 $ 269,907 b) The Company issued a $500,000 convertible note on July 25, 2013, of which so long as any amounts are due hereunder, the Company is obligated to remit to the lender 100% of all revenues, payments and receivables from the sale of the first 50 engines sold by the Company. c) On June 17, 2014, the Company was informed that a debtor will be instituting legal proceedings against the Company for collection of the sum of $76,712. The Company believes it owes the debtor $9,986 which it has recorded as owing. Accordingly, the Company intends to defend these potential matters vigorously. d) On June 26, 2014, the Company was informed that a debtor will be instituting legal proceedings against the Company for collection of the sum of $17,534. On March 25, 2015, the Company signed a settlement agreement with the debtor and payments totaling $12,000 are to be made. At March 31, 2015, the Company had repaid $6,000. The remaining $6,000 was paid subsequent to March 31, 2015. e) On December 16, 2013, the Company was informed that a vendor will be instituting legal proceedings against the Company for collection of the sum of $12,455. The Company believes it does not owe the vendor anything. Accordingly, the Company intends to defend these potential matters vigorously. f) On July 8, 2014, the Company filed civil actions against John R. Fitzpatrick, III, its former Chief Executive Officer, President, Chief Financial Officer, and a former director of the Company and against Mr. Steven ("Posie") Pfaff, the Director of Manufacturing of the Company regarding an employment dispute. Mr. Fitzpatrick and Mr. Pfaff have answered the Petition and asserted various counterclaims against US Highland, Inc. and third party claims against directors of the Company and one of the Company's attorneys. Mr. Fitzpatrick and Mr. Pfaff also filed complaints with the Oklahoma Department of Labor. On March 3, 2015, the Oklahoma Department of Labor entered awards of $72,000 in favor of Mr. Fitzpatrick and $54,000 in favor of Mr. Pfaff. Mr. Fitzpatrick and Mr. Pfaff are appealing these awards in Tulsa County District Court in the State of Oklahoma. |
10. Subsequent Events
10. Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
Subsequent Events | a) On March 31, 2015, the Company entered into an unsecured, non-guaranteed, loan agreement pursuant to which the Company received proceeds of $50,000 on April 3, 2015. The loan bears interest at 8% per annum compounded annually and is due 1 year after the date of issuance. b) On May 8, 2015, the Company entered into an unsecured, non-guaranteed, loan agreement pursuant to which the Company received proceeds of $65,000. The loan bears interest at 8% per annum compounded annually and is due 1 year after the date of issuance. c) On May 29, 2015, the Company entered into an unsecured, non-guaranteed, loan agreement pursuant to which the Company received proceeds of $4,000. The loan bears interest at 8% per annum compounded annually and is due 1 year after the date of issuance. |
1 . Summary of Business and Bas
1 . Summary of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Summary Of Business And Basis Of Presentation Policies | |
Organization and Business | US Highland, Inc. was originally formed as a limited liability company on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to the laws of the State of Oklahoma. On November 9, 2006, Powerhouse Productions, L.L.C. filed Articles of Conversion changing the entity from a limited liability company to a corporation under the name Harcom Productions, Inc. On January 25, 2010, Articles of Merger were filed with the State of Oklahoma merging U.S. Highland, Inc., an Oklahoma corporation into Harcom Productions, Inc. and the name of the corporation was changed to US Highland, Inc. US Highland, Inc. (the "Company") is a recreational power sports Original Equipment Manufacturer ("OEM"), developing motorcycles, quads, single cylinder engines, and v-twin engines under its own brand and for other OEMs. |
Basis of Presentation | The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, US Highlands Electric Inc. All significant intercompany transactions and balances have been eliminated. The unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments (consisting of normal recurring adjustments unless otherwise indicated) which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Certain prior year amounts have been reclassified to conform to current year presentation. Certain information in footnote disclosures normally included in the financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and have been condensed or omitted pursuant to such principles and the financial results for the periods presented may not be indicative of the full year's results. The Company believes the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the Company's audited financial statements and the notes thereto for the fiscal year ended December 31, 2014 included in the Company's Annual Report on Form 10-K filed on July 9, 2015 (the "2014 Annual Report"). |
Significant Accounting Policies | There have been no material changes in the Company's significant accounting policies to those previously disclosed in the 2014 Annual Report. |
Going Concern | The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going-concern basis. The going concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations, and as of March 31, 2015, current liabilities exceed current assets by $56,198,418, and the Company has an accumulated deficit of $111,384,095. The Company's ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company's development, marketing and manufacturing efforts. |
Earnings (Loss) Per Share | For the Three months Ended March 31, 2015 2014 Income (Loss) Weighted Average Common Shares Outstanding Earnings (Loss) Per Share Income (Loss) Weighted Average Common Shares Outstanding Earnings (Loss) Per Share Basic: Income (loss) attributable to common stock $ (8,269,082 ) 77,727,669 $ (0.11 ) $ 1,121,418 77,727,669 $ 0.01 Effect of Dilutive Securities: Convertible Debt -- -- -- (713,111 ) 89,750,000 (0.01 ) Warrants -- -- -- (790,747 ) 21,107,000 (0.00 ) Diluted: Income (loss) attributable to common stock, including assumed conversions $ (8,269,082 ) 77,727,669 $ (0.11 ) $ (382,440 ) 188,584,669 $ (0.00 ) |
1. Summary of Business and Ba18
1. Summary of Business and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Summary Of Business And Basis Of Presentation Tables | |
Earnings (Loss) Per Share | For the Three months Ended March 31, 2015 2014 Income (Loss) Weighted Average Common Shares Outstanding Earnings (Loss) Per Share Income (Loss) Weighted Average Common Shares Outstanding Earnings (Loss) Per Share Basic: Income (loss) attributable to common stock $ (8,269,082 ) 77,727,669 $ (0.11 ) $ 1,121,418 77,727,669 $ 0.01 Effect of Dilutive Securities: Convertible Debt -- -- -- (713,111 ) 89,750,000 (0.01 ) Warrants -- -- -- (790,747 ) 21,107,000 (0.00 ) Diluted: Income (loss) attributable to common stock, including assumed conversions $ (8,269,082 ) 77,727,669 $ (0.11 ) $ (382,440 ) 188,584,669 $ (0.00 ) |
3. Property and Equipment (Tabl
3. Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Property And Equipment Tables | |
Property, Plant and Equipment | Useful Life March 31, 2015 December 31, 2014 Computers and office equipment 3 years $ 15,930 $ 15,930 Manufacturing equipment 5 - 10 years 19,513 19,513 35,443 35,443 Accumulated depreciation (26,909 ) (25,155 ) Property and equipment, net $ 8,534 $ 10,288 |
5. Loans Payable (Tables)
5. Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Loans Payable Tables | |
Schedule of Debt | Loans payable consist of the following: March 31, 2015 December 31, 2014 a) Loans payable that are unsecured, non-guaranteed, past due and are non-interest bearing. $ 25,000 $ 25,000 b) Note payable which is unsecured, non-guaranteed, past due and bears interest at 10% per annum. 1,500 7,500 c) On January 15, 2011, the Company entered into 8 unsecured, non-guaranteed, loan agreements pursuant to which the Company received proceeds of $56,000. If the loans were not repaid within 90 days they then bear interest at 1% per month. In addition, if the loan was not repaid within 90 days, the Company is required to issue 167 common shares every month until the loan is repaid in full. As at March 31, 2015, and December 31, 2014, the Company recognized the fair value of 168,000 and 164,000 common shares issuable for interest expense of $162,068 and $152,236, respectively, as shares reserved for future issuance. The Company has not yet issued these common shares. As at March 31, 2015, the Company has also accrued interest expense of $28,280 (December 31, 2014 - $26,600). 56,000 56,000 d) On May 30, 2013 and August 12, 2013, the Company received advances from a director for $2,000 and $25,000, respectively. On August 12, 2013, the Company entered into an unsecured, non-guaranteed, demand loan agreement with the director for $27,000. The loan bears interest at 1% per annum compounded monthly. In addition, the Company is required to issue 5,000 common shares every month until the loan is repaid in full. As at March 31, 2015 and December 31, 2014, the Company recognized the fair value of 95,000 and 80,000 common shares issuable for interest expense of $34,250 and $26,500, respectively, as shares reserved for future issuance. The Company has not yet issued these common shares. As at March 31, 2015, the Company has also accrued interest expense of $453 (December 31, 2014- $385). 27,000 27,000 e) On February 27, 2014, and March 19, 2015, the Company received advances from a director of $6,000, and $10,200, respectively. The advances are unsecured, due on demand and bears interest at 1% per annum compounded and calculated monthly. 16,200 6,000 f) On September 18, 2014, February 18, 2015, and March 9, 2015, the Company entered into unsecured, non-guaranteed, loan agreements pursuant to which the Company received proceeds of $35,000, $20,000, and $50,000, respectively. The loans bear interest at 8% per annum compounded annually and is due 1 year after the date of issuance. 105,000 35,000 g) On August 26, 2014, December 4, 2014, December 18, 2014, and January 29, 2015, the Company issued unsecured notes payable of $15,000, $20,000, $200,000 and $20,000, respectively to a significant shareholder. The notes bear interest at an annual rate of 8% per annum, are uncollateralized, and due 1 year after the date of issuance. 255,000 235,000 h) The Company issued the following unsecured notes payable to a significant shareholder. The notes bear interest at an annual rate of 8% per annum, are uncollateralized, and are due 2 years after the date of issuance: 1. On January 17, 2014, the Company issued a $50,000 note payable. 50,000 50,000 2. On January 29, 2014 the Company issued a $50,000 note payable. 50,000 50,000 3. On February 19, 2014, the Company issued a $25,000 note payable. 25,000 25,000 4. On March 3, 2014, the Company issued a $50,000 note payable. 50,000 50,000 5. On March 19, 2014, the Company issued a $150,000 note payable. 150,000 150,000 6. On April 25, 2014, the Company issued a $25,000 note payable. 25,000 25,000 7. On May 19, 2014, the Company issued a $25,000 note payable. 25,000 25,000 8. On June 2, 2014, the Company issued an $18,000 note payable. 18,000 18,000 9. On June 12, 2014, the Company issued a $32,000 note payable. 32,000 32,000 10. On July 1, 2014, the Company issued a $25,000 note payable. 25,000 25,000 11. On July 16, 2014, the Company issued a $75,000 note payable to a related party. 75,000 75,000 12. On October 7, 2014, the Company issued a $30,000 note payable. 30,000 30,000 13. On October 31, 2014, the Company issued a $20,000 note payable. 20,000 20,000 14. On November 4, 2014, the Company issued a $32,000 note payable 32,000 32,000 Total $ 1,092,700 $ 998,500 Less Short Term (810,700 ) (391,500 ) Long Term $ 282,000 $ 607,000 |
7. Derivative Liabilities (Tabl
7. Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Derivative Liabilities Tables | |
Schedule of Derivative Instruments | March 31, 2015 December 31, 2014 Balance at the beginning of the period $ 46,065,517 $ 29,430,719 Addition of new derivative liabilities (warrants) 103,187 53,606 Change in fair value of warrants 7,926,127 (5,184,569 ) Change in fair value of embedded conversion option -- 21,627,561 Modification of embedded conversion options -- 138,200 Balance at the end of the period $ 54,094,831 $ 46,065,517 |
Fair Value, by Balance Sheet Grouping | March 31, 2015 March 31, 2014 Change in fair value of derivative liabilities during the period $ (8,029,314 ) $ (1,690,434 ) Change in fair value of derivatives $ (8,029,314 ) $ (1,690,434 ) |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At December 31, 2014 167% - 369 % 0.04% - 0.67 % 0 % 0.25-2.50 At March 31, 2015 175% - 263 % 0.05% - 0.89 % 0 % 0.01-2.50 |
8. Stock Purchase Warrants (Tab
8. Stock Purchase Warrants (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Stock Purchase Warrants Tables | |
Schedule of Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity | Number Weighted Average Exercise Price Weighted Average Expected Life Balance December 31, 2014 2,246,250 $ 0.08 1.10 years Expired (43,750 ) 0.0005 Balance March 31, 2015 2,202,500 $ 0.08 0.88 years |
9. Commitments (Tables)
9. Commitments (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Commitments Tables | |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Fiscal year ending Amount December 31, 2015 48,116 December 31, 2016 65,982 December 31, 2017 67,975 December 31, 2018 69,968 December 31, 2019 17,866 $ 269,907 |
1. Summary of Business and Ba24
1. Summary of Business and Basis of Presentation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Summary Of Business And Basis Of Presentation Details | ||
Income (loss) attributable to common stock, basic | $ (8,269,082) | $ 1,121,418 |
Weighted Average Common Shares Outstanding, Basic | 77,727,669 | 77,727,669 |
Earnings (Loss) Per Share, basic | $ (0.11) | $ 0.01 |
Effect of Convertible Debt Warrants attributable to common stock | $ (713,111) | |
Effect of Convertible Debt Warrants attributable to Common Shares Outstanding | 89,750,000 | |
Effect of Convertible Debt Warrants attributable to Earnings (Loss) Per Share, basic | $ (0.01) | |
Income (loss) attributable to common stock, including assumed conversions | $ (790,747) | |
Income (loss) attributable to common stock, including assumed conversions, shares | 21,107,000 | |
Income (loss) attributable to common stock, including assumed conversions per share | $ 0 | |
Income (loss) attributable to common stock, Diluted | $ (8,269,082) | $ (382,440) |
Weighted Average Common Shares Outstanding, Diluted | 77,727,669 | 188,584,669 |
Earnings (Loss) Per Share, Diluted | $ (0.11) | $ 0 |
1. Summary of Business and Ba25
1. Summary of Business and Basis of Presentation (Details Narrative) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Summary Of Business And Basis Of Presentation Details Narrative | ||
Current liabilities exceed current assets | $ 56,198,418 | |
Accumulated deficit | $ 111,384,095 | $ 103,112,026 |
3. Property and Equipment (Deta
3. Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Computers and office equipment | $ 15,930 | $ 15,930 |
Manufacturing equipment | 19,513 | 19,513 |
Property and Equipment Gross | 35,443 | 35,443 |
Accumulated depreciation | (26,909) | (25,155) |
Property and equipment, net | $ 8,534 | $ 10,288 |
Computers and office equipment | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Manufacturing equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Manufacturing equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment, Useful Life | 10 years |
3. Property and Equipment (De27
3. Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property And Equipment Details Narrative | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 1,754 | $ 2,622 |
4. Related Party Transactions (
4. Related Party Transactions (Details Narrative) | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Shareholder [Member] | |
Unsecured, non-guaranteed loan agreement | $ 20,000 |
Director [Member] | |
Unsecured, non-guaranteed loan agreement | $ 10,200 |
5. Loans Payable (Details)
5. Loans Payable (Details) - USD ($) | Mar. 31, 2015 | Mar. 03, 2015 | Dec. 31, 2014 |
Loan Payable | $ 1,092,700 | $ 998,500 | |
Less Short Term | (810,700) | (391,500) | |
Long Term | 282,000 | 607,000 | |
Loan 5 [Member] | |||
Loan Payable | 6,000 | ||
Loan 1 [Member] | |||
Loan Payable | 25,000 | 25,000 | |
Loan 2 [Member] | |||
Loan Payable | 1,500 | 7,500 | |
Loan 3 [Member] | |||
Loan Payable | $ 56,000 | 56,000 | |
Loan 4 [Member] | |||
Loan Payable | 27,000 | 27,000 | |
Loan 5 [Member] | |||
Loan Payable | 16,200 | ||
Loan 6 [Member] | |||
Loan Payable | 105,000 | 35,000 | |
Loan 7 [Member] | |||
Loan Payable | 255,000 | 235,000 | |
Loan 8 [Member] | |||
Loan Payable | 50,000 | 50,000 | |
Loan 9 [Member] | |||
Loan Payable | 50,000 | 50,000 | |
Loan 10 [Member] | |||
Loan Payable | 25,000 | 25,000 | |
Loan 11 [Member] | |||
Loan Payable | 50,000 | 50,000 | |
Loan 12 [Member] | |||
Loan Payable | 150,000 | 150,000 | |
Loan 13 [Member] | |||
Loan Payable | 25,000 | 25,000 | |
Loan 14 [Member] | |||
Loan Payable | 25,000 | 25,000 | |
Loan 15 [Member] | |||
Loan Payable | 18,000 | 18,000 | |
Loan 16 [Member] | |||
Loan Payable | 32,000 | 32,000 | |
Loan 17 [Member] | |||
Loan Payable | 25,000 | 25,000 | |
Loan 18 [Member] | |||
Loan Payable | 75,000 | 75,000 | |
Loan 19 [Member] | |||
Loan Payable | 30,000 | 30,000 | |
Loan 20 [Member] | |||
Loan Payable | 20,000 | 20,000 | |
Loan 21 [Member] | |||
Loan Payable | $ 32,000 | $ 32,000 |
6. Convertible Debentures (Deta
6. Convertible Debentures (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Conversion option warrants [Member] | ||
Carrying value of the note | $ 53,333 | $ 53,333 |
Conversion option warrants one [Member] | ||
Carrying value of the note | 75,000 | 75,000 |
Conversion option warrants two [Member] | ||
Carrying value of the note | 45,000 | 45,000 |
Conversion option warrants three [Member] | ||
Carrying value of the note | 500,000 | 500,000 |
Unamortized discount | 473,693 | 500,000 |
Conversion option warrants four [Member] | ||
Carrying value of the note | 273,700 | 273,700 |
Unamortized discount | 251,034 | 273,700 |
Conversion option warrants five [Member] | ||
Carrying value of the note | 20,000 | 20,000 |
Conversion option warrants six [Member] | ||
Carrying value of the note | 25,000 | 25,000 |
Total accretion | 42,032 | |
Conversion option warrants seven [Member] | ||
Carrying value of the note | $ 41,300 | 41,300 |
Total accretion | $ 65,955 |
7. Derivative Liabilities (Deta
7. Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Derivative Liabilities Details | ||
Balance at the beginning of period | $ 46,065,517 | $ 29,430,719 |
Addition of new derivative liabilities (warrants) | 103,187 | 53,606 |
Change in fair value of warrants | $ 7,926,127 | (5,184,569) |
Change in fair value of embedded conversion option | 21,627,561 | |
Modification of embedded conversion options | 138,200 | |
Balance at the end of the period | $ 54,094,831 | $ 46,065,517 |
7. Derivative Liabilities (De32
7. Derivative Liabilities (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Derivative Liabilities Details 1 | ||
Change in fair value of derivative liabilities during the period | $ (8,029,314) | $ (1,690,434) |
Change in fair value of derivatives | $ (8,029,314) | $ (1,690,434) |
7. Derivative Liabilities (De33
7. Derivative Liabilities (Details 2) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Minimum [Member] | ||
Expected Volatility | 175.00% | 167.00% |
Risk-free Interest Rate | 0.05% | 0.04% |
Expected Dividend Yield | 0.00% | 0.00% |
Expected Life (in years) | 4 days | 3 months |
Maximum [Member] | ||
Expected Volatility | 263.00% | 369.00% |
Risk-free Interest Rate | 0.89% | 0.67% |
Expected Dividend Yield | 0.00% | 0.00% |
Expected Life (in years) | 2 years 6 months | 2 years 6 months |
8. Stock Purchase Warrants (Det
8. Stock Purchase Warrants (Details) - 3 months ended Mar. 31, 2014 - $ / shares | Total |
Stock Purchase Warrants Details | |
Number Beginning Balance | 2,246,250 |
Expired | (43,750) |
Number Ending Balance | 2,202,500 |
Weighted Average Exercise Price Beginning Balance | $ 0.08 |
Expired | 0.0005 |
Weighted Average Exercise Price Ending Balance | $ 0.08 |
Weighted Average Remaining Term Beginning Balance | 1 year 1 month 6 days |
Weighted Average Remaining Term Ending Balance | 10 months 17 days |
9. Commitments (Details)
9. Commitments (Details) | Mar. 31, 2015USD ($) |
Commitments Details | |
December 31, 2015 | $ 48,116 |
December 31, 2016 | 65,982 |
December 31, 2017 | 67,975 |
December 31, 2018 | 69,968 |
December 31, 2019 | 17,866 |
Total | $ 269,907 |
9. Commitments (Details Narrati
9. Commitments (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Commitments Details Narrative | ||
Rent expense | $ 21,091 | $ 12,788 |
Amount paid to settlement agreement | $ 6,000 |