Document_and_Entity_Informatio
| Document and Entity Information | 9 Months Ended | |
| Sep. 30, 2013 | Dec. 19, 2013 | |
| Document And Entity Information [Abstract] | ' | ' |
| Document Type | '10-Q | ' |
| Amendment Flag | 'false | ' |
| Document Period End Date | 30-Sep-13 | ' |
| Entity Registrant Name | 'Hangover Joe's Holding Corp | ' |
| Entity Central Index Key | '0001388132 | ' |
| Current Fiscal Year End Date | '--12-31 | ' |
| Document Fiscal Period Focus | 'Q3 | ' |
| Document Fiscal Year Focus | '2013 | ' |
| Entity Filer Category | 'Smaller Reporting Company | ' |
| Entity Common Stock, Shares Outstanding | ' | 122,591,301 |
CONSOLIDATED_BALANCE_SHEETS
| CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
| CURRENT ASSETS | ' | ' |
| Cash | $9,627 | $8,779 |
| Accounts receivable, net | 42,235 | 131,273 |
| Inventory | 52,813 | 26,634 |
| Prepaid expenses | ' | 188,570 |
| Total current assets | 104,675 | 355,256 |
| PROPERTY AND EQUIPMENT,NET | 2,416 | 3,215 |
| TOTAL ASSETS | 107,091 | 358,471 |
| CURRENT LIABILITIES | ' | ' |
| Accounts payable | 919,542 | 594,866 |
| Accrued expenses | 362,612 | 960,465 |
| Stock subscription deposit | 320,500 | ' |
| Revolving credit facility | 378,216 | 97,611 |
| Convertible note payable | 117,733 | ' |
| Payable to shareholder | ' | 20,000 |
| Mandatorily redeemable Series B preferred stock | 67,500 | ' |
| Note payable - related party | 89,422 | 89,422 |
| Total current liabilities | 2,255,525 | 1,762,364 |
| COMMITMENTS AND CONTINGENCIES | ' | ' |
| DEFICIT | ' | ' |
| Preferred stock: $0.10 par value; authorized shares-10,000,000 Series A; 425,000 authorized shares, 87,501 and 87,501 shares issued and outstanding, respectively | 315,078 | 315,078 |
| Common stock; $0.001 par value; 150,000,000 authorized shares, 122,591,301 (2013) and 120,846,348 (2012) shares issued and outstanding | 122,592 | 120,847 |
| Additional paid-in capital | 1,569,604 | 623,790 |
| Accumulated deficit | -4,155,708 | -2,463,608 |
| Total deficit | -2,148,434 | -1,403,893 |
| TOTAL LIABILITIES AND DEFICIT | $107,091 | $358,471 |
CONSOLIDATED_BALANCE_SHEETS_Pa
| CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
| Preferred stock, par value per share | $0.10 | $0.10 |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
| Common Stock, par value per share | $0.00 | $0.00 |
| Common Stock, shares authorized | 150,000,000 | 150,000,000 |
| Common Stock, shares issued | 122,591,301 | 120,846,348 |
| Common stock, shares outstanding | 122,591,301 | 120,846,348 |
| Series A Preferred Stock [Member] | ' | ' |
| Preferred stock, shares authorized | 425,000 | 425,000 |
| Preferred stock, shares issued | 87,501 | 87,501 |
| Preferred stock, shares outstanding | 87,501 | 87,501 |
CONSOLIDATED_STATEMENTS_OF_OPE
| CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS [Abstract] | ' | ' | ' | ' |
| NET SALES | $4,145 | $386,560 | $322,120 | $736,081 |
| COST OF GOODS SOLD | 3,275 | 244,154 | 252,214 | 479,736 |
| GROSS PROFIT | 870 | 142,406 | 69,906 | 256,345 |
| OPERATING EXPENSES | ' | ' | ' | ' |
| Selling and marketing | 146,121 | 258,167 | 573,034 | 607,434 |
| General and administrative | 202,385 | 277,796 | 898,028 | 591,723 |
| Total operating expenses | 348,506 | 535,963 | 1,471,062 | 1,199,157 |
| LOSS FROM OPERATIONS | -347,636 | -393,557 | -1,401,156 | -942,812 |
| OTHER EXPENSE | ' | ' | ' | ' |
| Interest expense | -52,455 | 4 | -290,944 | -211 |
| NET LOSS | ($400,091) | ($393,553) | ($1,692,100) | ($943,023) |
| BASIC AND DILUTED NET LOSS PER COMMON SHARE | ' | ' | ($0.01) | ($0.01) |
| Basic and diluted weighted average common shares outstanding | 122,591,301 | 108,791,655 | 122,496,505 | 66,674,801 |
CONSOLIDATED_STATEMENT_OF_CHAN
| CONSOLIDATED STATEMENT OF CHANGES IN DEFICIT (USD $) | Total | Common stock [Member] | Preferred stock [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] |
| Balance at Dec. 31, 2012 | ($1,403,893) | $120,847 | $315,078 | $623,790 | ($2,463,608) |
| Balance, shares at Dec. 31, 2012 | ' | 120,846,348 | 87,501 | ' | ' |
| Common shares returned by founder | ' | 4,500 | ' | 4,500 | ' |
| Common shares returned by founder, shares | ' | 4,500,000 | ' | ' | ' |
| Common shares issued for accrued settlement costs | 652,500 | 4,500 | ' | 648,000 | ' |
| Common shares issued for accrued settlement costs, shares | ' | 4,500,000 | ' | ' | ' |
| Common shares issued for debt financing costs | 21,250 | 195 | ' | 21,055 | ' |
| Common shares issued for debt financing costs, shares | ' | 194,953 | ' | ' | ' |
| Common shares issued for accrued consulting services | 225,000 | 1,500 | ' | 223,500 | ' |
| Common shares issued for accrued consulting services, shares | ' | 1,500,000 | ' | ' | ' |
| Beneficial conversion feature | 31,735 | ' | ' | 31,735 | ' |
| Common shares issued for settlement | 5,500 | 50 | ' | 5,450 | ' |
| Common shares issued for settlement, shares | ' | 50,000 | ' | ' | ' |
| Warrants to acquire common shares issued for investor relations services | 11,574 | ' | ' | ' | ' |
| Net loss | -1,692,100 | ' | ' | ' | -1,692,100 |
| Balance at Sep. 30, 2013 | ($2,148,434) | $122,592 | $315,078 | $1,569,604 | ($4,155,708) |
| Balance, shares at Sep. 30, 2013 | ' | 122,591,301 | 87,501 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
| CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
| Sep. 30, 2013 | Sep. 30, 2012 | |
| CASH FLOW FROM OPERATING ACTIVITIES: | ' | ' |
| Net loss | ($1,692,100) | ($943,023) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
| Contributed services | ' | 50,000 |
| Bad debt expense | 82,405 | 11,624 |
| Amortization of prepaid consulting paid for in stock | 278,618 | ' |
| Amortization of debt issuance costs | 231,475 | ' |
| Amortization of debt discount | 10,578 | ' |
| Warrant issued for services | 11,574 | ' |
| Settlement costs to dissenting shareholder | 5,500 | ' |
| Depreciation expense | 799 | 708 |
| Stock-based compensation | ' | 18,688 |
| Changes in operating assets and liabilities: | ' | ' |
| Accounts receivable | 6,633 | -107,123 |
| Prepaid expenses | 44,952 | -70,110 |
| Deposits | ' | 7,500 |
| Inventory | -26,179 | -80,379 |
| Accounts payable | 324,676 | 371,806 |
| Customer deposits | ' | 99,140 |
| Accrued expenses | 144,647 | -28,865 |
| Net cash used in operating activities | -576,422 | -670,034 |
| CASH FLOW FROM INVESTING ACTIVITIES: | ' | ' |
| Net proceeds from sale of subsidiary interest | ' | 10,044 |
| Purchase of property, plant and equipment | ' | -1,098 |
| Net cash used in investing activities | ' | 8,946 |
| CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
| Proceeds from issuance of common stock | ' | 710,214 |
| Deposit on stock subscription | 320,500 | ' |
| Payment made to dissenting shareholder | -20,000 | ' |
| Borrowings under revolving credit facility | 481,263 | ' |
| Payments on revolving credit facility | -103,046 | ' |
| Net payments under inventory financing payable | -97,610 | -23,712 |
| Cash received for convertible note payable | 125,000 | ' |
| Cash paid for debt issuance costs | -71,337 | ' |
| Redemption of Series B preferred stock | -57,500 | ' |
| Advances paid to from related party | ' | -26,957 |
| Withdrawals | ' | -10,579 |
| Net cash provided by (used in) financing activities | 577,270 | 648,966 |
| Net (decrease) increase in cash | 848 | -12,122 |
| Cash, beginning of period | 8,779 | 53,048 |
| Cash, end of period | 9,627 | 40,926 |
| SUPPLEMENTAL CASH FLOW DISCLOSURES | ' | ' |
| Interest paid | 23,445 | 223 |
| SUPPLEMENTAL DISCLOSURE NON-CASH ITEMS | ' | ' |
| Mandatorily redeemable preferred stock issued for debt issuance costs | 125,000 | ' |
| Common stock issued for debt issuance costs | 21,250 | ' |
| Common stock issued for accrued settlement | 652,500 | ' |
| Common stock issued for accrued consulting | 225,000 | ' |
| Beneficial conversion recorded on convertible note | 31,735 | ' |
| Discount issued for debt issuance costs | $13,888 | ' |
ORGANIZATION_DESCRIPTION_OF_BU
| ORGANIZATION, DESCRIPTION OF BUSINESS, GOING CONCERN AND MANAGEMENT'S PLANS | 9 Months Ended | |
| Sep. 30, 2013 | ||
| ORGANIZATION, DESCRIPTION OF BUSINESS, GOING CONCERN AND MANAGEMENT'S PLANS [Abstract] | ' | |
| ORGANIZATION, DESCRIPTION OF BUSINESS, GOING CONCERN AND MANAGEMENT'S PLANS | ' | |
| NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS, GOING CONCERN AND MANAGEMENT'S PLANS | ||
| Organization: | ||
| Hangover Joe's Holding Corporation ("HJHC" or the "Company") was originally incorporated in the State of Colorado in December 2005 as Across American Real Estate Exchange, Inc. ("AAEX"). In May 2010, AAEX changed its name to Accredited Members Holding Corporation ("AMHC"). On July 25, 2012, the Company entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Hangover Joe's, Inc., a privately-held Colorado corporation ("HOJ"), whereby on July 25, 2012, the Company acquired HOJ in a reverse triangular merger (the "Acquisition"). Prior to the Acquisition, the Company had 36,807,801 shares outstanding. Upon closing the Acquisition, the Company issued 83,514,827 common shares to the HOJ shareholders in exchange for all of their ownership interests in HOJ such that the former owners of HOJ owned approximately 69% of the Company post Acquisition. The shareholders of the Company prior to the Acquisition owned approximately 31% of the Company post Acquisition. In connection with the Acquisition on July 25, 2012, the Company changed its name to Hangover Joe's Holding Corporation. | ||
| The Merger Agreement further provided that within five business days after the closing of the Acquisition, the Company would sell to Accredited Members Acquisition Corporation ("Buyer") all of the equity interests in three of the Company's subsidiaries (the "Sale"), being Accredited Members, Inc., AMHC Managed Services, Inc. and World Wide Premium Packers, Inc. (collectively, the "Subsidiaries"). Buyer is a privately-held Colorado corporation owned by two former directors of the Company, JW Roth and David Lavigne. The parties closed the Sale on July 27, 2012. The Buyer paid $10,000 and assumed all liabilities related to the business of the Subsidiaries in exchange for all of the shares in the Subsidiaries owned by the Company. | ||
| HOJ is a Colorado corporation formed on March 5, 2012. HOJ was formed for the purpose of acquiring all of the assets of both Hangover Joe's Products LLC ("HOJ LLC") and Hangover Joe's Joint Venture ("HOJ JV"). HOJ LLC had conducted operations through HOJ JV, with the owner of HOJ LLC being one of the same owners and control persons of HOJ JV. Effective March 30, 2012, HOJ acquired the net assets of HOJ LLC and HOJ JV through the issuance of common stock of HOJ. Because HOJ had no significant assets or business operations prior to the merger and each of these entities were owned by the same control group, this transaction was accounted for as a reorganization of entities under common control. Accordingly, the historical results of operations of HOJ LLC and HOJ JV prior to March 30, 2012 are included in the results of operations of the Company. | ||
| Because all of the operating businesses of AMHC were contemporaneously sold within five business days after the Acquisition, the transaction has been accounted for as a recapitalization of HOJ. Accordingly, the accompanying consolidated financial statements include the financial position, results of operations and cash flows of HOJ and its predecessor entities, HOJ LLC and HOJ JV, prior to the date of Acquisition. The historical results of operations and cash flows of AMHC and the Subsidiaries prior to the date of the Acquisition have been excluded from the accompanying consolidated financial statements. The stockholders' equity of HOJ prior to the Acquisition has been retroactively restated for the equivalent number of shares received in the exchange after giving effect to any differences in the par value of the AMHC and HOJ common stock, with an offset to additional paid-in capital. The restated consolidated accumulated deficit of the accounting acquirer (HOJ) has been carried forward after the exchange. | ||
| Description of Business: | ||
| The Company sells an all-natural, two-ounce beverage, formulated to help relieve the symptoms associated with alcohol induced hangovers - the Hangover Recovery Shot. The Hangover Recovery Shot is an officially licensed product of The Hangover movie series from Warner Brothers. The Company has registered the trademark "Hangover Joe's Get Up & Go" with the U.S. Patent and Trademark office. The assets consist of intellectual property relating to Hangover Joe's Recovery Shot, including but not limited to a license agreement dated July 19, 2011, between HOJ LLC and Warner Bros. Consumer Products, Inc. The license agreement permits HOJ to use the costumes, artwork logos, and other elements depicted in the 2009 movie "The Hangover" during the term of the license agreement, as amended, which expires January 31, 2016. The Company sells its products primarily to convenience stores, liquor stores, and grocery stores through distribution agreements, as well as through online internet sales. The Company began selling a hangover recovery shot in February 2011 and began selling the licensed Hangover Joe's Recovery Shot in July 2011. HOJ is actively seeking to expand the distribution of the Hangover Joe's Recovery Shot, and has recently entered into distribution agreements to expand its reach to Australia, New Zealand and Canada. | ||
| Management's plans | ||
| The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company reported a net loss of approximately $400,000 and $1,692,000 for the three and nine months ended September 30, 2013, and a working capital deficiency and accumulated deficit of approximately $2,150,000 and $4,155,000, respectively, at September 30, 2013. The Company has a limited operating history and has relied primarily on debt financing and private placements of its common stock to fund its operations. It is also in default on its revolving credit facility with TCA Global Financial (note 3). The Company cannot provide any assurance it will be able to raise funds through a future issuance of debt or equity to carry out its business plan. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts or classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Management's plans with regards to these conditions are described below. | ||
| Management has taken various steps to increase capital resources and improve liquidity. | ||
| - | On April 12, 2013, the Company executed a term sheet with an accredited investor ("Investor") for a proposed investment of $1,000,000 in the Company in exchange for 15,000,000 shares of common stock, 5,000,000 shares of newly authorized Series C Preferred Stock (convertible into 15,000,000 shares of common stock) and warrants to acquire 500,000 shares of common stock at $0.12 for a period of five years. The first tranche of $500,000 was to be deposited on or before May 17, 2013 in exchange for 15,000,000 shares of common stock and warrants to acquire 250,000 common shares described above. The second tranche of $500,000 is to be deposited on or before September 20, 2013 in exchange for 5,000,000 shares of Series C Preferred Stock and warrants to acquire 250,000 common shares described above (See Note 7). As of December 18, 2013, the Company received $340,500 toward the first investment tranche ($20,000 of which was recieved subsequent to September 30, 2013). (Note 7). | |
| - | In June 2013, the Company entered into a 12% 12 month convertible note for up to a maximum borrowing of $500,000 with JMJ Financial, Inc. The Company was advanced $125,000, less fees and closing costs. (Note 3). | |
| - | In November 2013, the Company entered an arrangement with Fundable.com to raise $500,000. (Note 9). To date, this project has not commenced. Additionally the Company has entered into a $25,000 convertible note with JSJ Financial; however no funds have been received under this note agreement. | |
| - | Management has also taken steps to reduce its operating costs. As part of this effort, certain executive officers and consultants agreed to defer a portion of their compensation effective October 1, 2012. | |
| On December 16, 2013, the Company announced signing of a distribution contract for the sale of hangover recovery shots in Japan. Over the next three years the Company intends to distribute its recovery shots through up to 8,600 drug and food stores, and sales are expected to reach over 10 million bottles. This is the largest distribution agreement yet internationally for the Company to date. The Company intends to start shipping containers to Japan in early 2014. The contract calls for one million bottles to be shipped in 2014, which would exceed all of our sales to date, followed by three million bottles in 2015, and six million in 2016. The Company is pursuing additional opportunities but has no assurance they will materialize. The contract will require marketing support and additional capital which the company intends to pursue vigorously. There is no assurance the Company can raise the capital or perform the contractual requirements without capital. | ||
SIGNIFICANT_ACCOUNTING_POLICIE
| SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |
| Sep. 30, 2013 | ||
| SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | |
| SIGNIFICANT ACCOUNTING POLICIES | ' | |
| NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | ||
| Basis of Presentation | ||
| The financial information contained herein should be read in conjunction with the Company's consolidated audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2012. | ||
| The accompanying unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete consolidated financial statements. In the opinion of management, the unaudited consolidated financial statements included in this quarterly report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of its financial position at the dates presented and the Company's results of operations and cash flows for the periods presented. The Company's interim results are not necessarily indicative of the results to be expected for the entire year. | ||
| Principles of Consolidation | ||
| The consolidated financial statements include the accounts of the Company and its 100%-owned subsidiary. All intercompany accounts, transactions, and profits are eliminated in consolidation. | ||
| Use of Estimates | ||
| The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
| Significant estimates are used in accounting for certain items such as allowance for doubtful accounts, revenue recognition, and stock-based compensation. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ. | ||
| Accounts Receivable and Concentration of Credit Risk | ||
| The Company is subject to credit risk through trade receivables. This credit risk is mitigated by the diversification of the Company's operations, as well as its customer base. The Company grants varying payment terms to its customers. Payment terms for customers can vary from due upon receipt up to net 45 days. | ||
| Four customers comprise approximately 84% of trade accounts receivable at September 30, 2013; these individual customer balances represent approximately 26%, 21%, 19% and 18% of the trade accounts receivable. Two customers comprise approximately 78% of the trade accounts receivable at December 31, 2012; these individual customer balances represent approximately 65%, and 13% of the total trade accounts receivable. No single customer accounted for 10% or more of net sales for the three or nine months ended September 30, 2013. One customer accounted for 44% and 23% of net sales for the three months and nine months ended September 30, 2012 respectively. | ||
| Ongoing credit evaluations of customers' financial condition are performed. Collateral is not required. The Company maintains an allowance when necessary for doubtful accounts that is the Company's best estimate of potentially uncollectible trade receivables. Provisions are made based upon a specific review of all significant outstanding invoices that are considered potentially uncollectible in whole or in part. For those invoices not specifically reviewed or considered uncollectible, general provisions are provided at different rates, based upon the age of the receivable, historical experience, and other currently available evidence. The allowance estimates are adjusted as additional information becomes known or as payments are made. As of September 30, 2013 the allowance for doubtful accounts was approximately $113,000 and at December 31, 2012, the allowance for doubtful accounts was $11,624. | ||
| Inventory | ||
| Inventory is valued at the lower of cost (first-in, first-out) or market value. The inventory at September 30, 2013 consisted of finished goods and packing supplies and at December 31, 2012 primarily consisted of packing supplies. | ||
| License and Royalties | ||
| The Company has a license with Warner Bros. Consumer Products, Inc. ("WBCP") that allows the Company the use of the costumes, artwork, logos and other elements depicted in the 2009 movie, The Hangover. This license, as amended, expires January 31, 2016. The terms of the WBCP license provide for royalties based on a percentage of products sold, as defined, subject to agreed-upon guaranteed minimum royalties. Guaranteed minimum royalty payments are made periodically over the term of the license and are recorded when paid as a prepaid expense in the balance sheet. The prepaid expense is amortized to royalties in cost of goods sold at a ratio of current period revenues to the total revenues expected to be recorded over the term of the license. The Company reviews its sales projections quarterly to determine the likely recoverability of its prepaid asset, as well as any unpaid minimum obligation. If management determines that the prepaid expense is unlikely to be recovered by product sales, prepaid license expense is charged to cost of goods sold, based on current and expected revenues, in the period in which such determination is made. | ||
| Revenue Recognition | ||
| The Company has contractual agreements with certain third-party distributors. Under the agreements, the Company is not guaranteed any minimum level of sales or transactions. The Company also offers its products for sale through its website at www.hangoverjoes.com. | ||
| The Company recognizes revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists; (2) delivery to third party distributors and consumers via the Company's website has occurred; (3) the sales price is fixed or determinable; and (4) collectability is reasonably assured. Delivery is not considered to have occurred until the title and the risk of loss passes to the customer according to the terms of the contract between the Company and the customer. For sales to distributors, revenue is usually recognized at the time of delivery. The Company defers revenues on products sold to distributors for which there is a lack of credit history or if the distribution may be in a new market in which the Company has no prior experience. The Company defers revenue in these situations until cash is received. For sales through the Company's website, revenue is recognized at time of shipment. | ||
| Management evaluates the terms of its sales in consideration of the criteria outlined in Principal Agent Consideration with regards to its determination of gross versus net reporting of revenue for transactions with customers. The Company sells, through its website, Hangover Joe's Recovery Shots. In these transactions, management has determined that the Company (i) acts as principal; (ii) has the risks and rewards of ownership, including the risk of loss for collection, delivery or returns; and (iii) has latitude in establishing price with the customer. For these transactions, the Company recognizes revenue on a gross basis. | ||
| The Company offers a variety of incentives and discounts to distributors, customers and consumers through various programs to support the distribution of its products. These incentives and discounts include cash discounts, price allowances, volume based rebates and product placement fees. These incentives and discounts are reflected as a reduction of gross sales to arrive at net sales. The aggregate deductions from gross sales recorded in relation to these programs were approximately $6,000 and $12,000 for the three months and nine months ended September 30, 2013 and $7,400 and $17,200 for the three and nine months ended September 30, 2012, respectively. | ||
| Cost of Goods Sold | ||
| Cost of goods sold consists of the costs of raw materials utilized in the production of its product, co-packing fees, and in-bound freight charges. Raw material costs account for the largest portion of the cost of goods sold. Raw materials include bottles, ingredients and packaging materials. The manufacturer is responsible for the ingredients. Costs of goods sold also include license and royalty expenses. | ||
| Supplier/Manufacturer Concentration | ||
| The Company relies on its third-party suppliers for raw materials necessary for its products, and it relies on third-party manufacturers for the production of its product. Although the Company believes that it could utilize alternative suppliers and manufacturers, any delay in locating and establishing relationships with other suppliers/manufacturers could result in product shortages and back orders for the products, with a resulting loss of net sales and profitability. The Company's third-party manufacturer acquires some ingredients from suppliers outside of the United States. Purchasing these ingredients is subject to the risks generally associated with importing raw materials from other countries, including, among other factors, delays in shipments, changes in economic and political conditions, quality assurance, tariffs, trade disputes and foreign currency fluctuations. These factors could result in a delay in or disruption of the supply of certain raw materials. Any significant delay in or disruption of the supply of raw materials could have a material adverse effect on the Company's business. | ||
| Sales and Marketing Expenses | ||
| Sales and marketing costs include selling expenses such as distribution expenses to transport products to customers and warehousing expenses after manufacture, as well as expenses for advertising, sampling and in-store demonstration costs, costs for merchandise displays, point-of-sale materials, trade shows, other marketing expenses and product design expenses. | ||
| Advertising Expenses | ||
| Advertising costs are expensed as incurred and are included in sales and marketing expense in the accompanying consolidated statements of operations. Total advertising expenses were approximately $1,000 and $101,000 for the three months and nine months ended September 30, 2013 and $47,000 and $104,000 for the three months and nine months ended September 30, 2012, respectively. | ||
| Income Taxes | ||
| Prior to March 2012, no provision for income taxes was provided in the accompanying financial statements because HOJ LLC (as a limited liability company), and HOJ JV (as a partnership), elected to file as partnerships, and therefore management believes that prior to September 30, 2012 the Company was not subject to income taxes, and, that such taxes were the responsibility of the individual member/partners. | ||
| Beginning in March 2012, as a corporation, the Company now records a provision for deferred income tax assets and liabilities in order to reflect the net tax effects of temporary differences between (i) the tax basis of assets and liabilities and (ii) their reported amounts in the financial statements. The provision is based upon enacted tax laws and rates in effect for the years in which the differences are expected to affect taxable income. The Company establishes a valuation allowance when necessary to reduce deferred income tax assets to the amounts expected to be realized. The Company expects to file income tax returns in the US Federal jurisdiction and various State jurisdictions. | ||
| The Company assesses the likelihood of the financial statement effect of a tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date. All tax years remain open and subject to U.S. Federal tax examination. Management does not believe that there are any current tax positions that would result in an asset or liability for taxes being recognized in the accompanying financial statements. | ||
| The Company's policy is to classify tax related interest and penalties as income tax expense. There is no interest or penalties estimated on the underpayment of income taxes as a result of unrecognized tax benefits. | ||
| Stock-Based Compensation | ||
| Stock-Based Compensation is recognized for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. Stock-Based Compensation expense is recognized over the period of service in exchange for the award (generally the vesting period). The Company estimates the fair value of each stock option at the grant date by using an option pricing model, typically the Black-Scholes model. | ||
| For shares issued to non-employees for goods or services, the Company accounts for these shares in accordance with ASC 505-50. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever are more reliably measurable (a) goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of the performance commitment date or performance completion date. | ||
| Net Loss per Share | ||
| Basic net loss per share is computed by dividing the net loss applicable to common shareholders by the weighted-average number of shares of common stock outstanding for the period. Historical loss per share of the accounting acquirer (HOJ) has been adjusted retroactively to reflect the new capital structure of the Company as a result of the Merger Agreement. Diluted net loss per share reflects the potential dilution that could occur if dilutive securities were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect of such inclusion would reduce a loss or increase earnings per share. For each of the periods presented in the accompanying consolidated financial statements, the effect of the inclusion of dilutive shares would have resulted in a decrease in loss per share. Stock options, warrants, common shares underlying convertible preferred stock and convertible notes payable in the aggregate of 24,457,845, -0-, 24,457,845 and -0- shares as of and for the three and nine months ended September 30, 2013 and 2012 , respectively, were not included in the calculation of diluted net loss per common share because the effect would have been anti-dilutive. | ||
| Antidilutive shares of approximately 9,775,250 are included in the three and nine months ended September 30, 2013 for the prorated potential common share and warrant to be issued under the stock subscription agreement. | ||
| Fair Value of Financial Instruments | ||
| ASC 820 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value 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 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. | ||
| The three levels of inputs required by the standard that the Company uses to measure fair value are summarized below. | ||
| · | Level 1: Quoted prices in active markets for identical assets or liabilities. | |
| · | Level 2: Observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. | |
| · | Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |
| Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of September 30, 2013 and December 31, 2012, the Company had no financial assets or liabilities required to be reported for fair value purposes. | ||
| The carrying value of the Company's financial instruments, including cash, accounts receivable, accounts payable, line of credit, mandatorily redeemable preferred stock, and the inventory financing payable approximate fair value at September 30, 2013 and December 31, 2012, due to the relatively short maturity of the respective instruments. The fair value of related party payables is not practicable to estimate due to the related party nature of the underlying transactions. | ||
| Recent Accounting Pronouncements | ||
| In February 2013, FASB issued Accounting standards update 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income. This update requires an entity to provide information about the amount reclassified out of accumulated other comprehensive income by component. The entity is also required to disclose significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting periods. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other discourses required under U.S. GAAP that provide additional detail about those amounts. The objective in this Update is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update should be applied prospectively for reporting periods beginning after December 15, 2012. The adoption of this standard did not have a material impact on the Company's reported results of operations or financial position. | ||
DEBT
| DEBT | 9 Months Ended |
| Sep. 30, 2013 | |
| DEBT [Abstract] | ' |
| DEBT | ' |
| NOTE 3 - DEBT | |
| Inventory financing and factoring arrangements | |
| In September 2012, the Company entered into a factoring agreement with a finance company which provided financing up to $250,000, secured by the accounts receivable and inventory of the Company. The finance company advanced to the Company up to 80% of eligible accounts receivable and was entitled to collect receivables directly from the Company's customers. The Company paid a financing fee equal to 2.5% for receivable amounts outstanding up to 30 days and an additional rate of 0.084% per day (30.7% annualized) after the initial 30 days with a maximum exposure of 60 days. | |
| In October 2012, the Company entered into a purchase order financing arrangement with this same finance company which supplements the factoring agreement above. The finance company advanced up to 100% of the manufacturing and shipping costs at the time a Company purchase order is submitted to the manufacturer. The Company paid a financing fee equal to 3.85% of the purchase order amount for each transaction and an additional rate of 0.13% per day (47.4% annualized) after the initial 30 days. As of December 31, 2012, the inventory financing payable under the purchase order financing and factoring arrangement was $97,611. Amounts outstanding under this agreement were paid in full in January 2013 when the Company entered into the revolving credit facility. | |
| Revolving Credit Facility | |
| On January 10, 2013, the Company entered into a senior secured lending arrangement with TCA for up to a maximum borrowing of $6,000,000. The credit facility provided for an initial line of credit of $425,000 based upon accounts receivables and projected sales and is to be used only as permitted under the specified use of proceeds for working capital purposes. The initial line of credit has a six month term from the date of closing with a six month renewal option. The lending arrangement is secured by all of the assets of the Company. As a partial guaranty under the TCA lending arrangement, the Company's CEO personally guaranteed certain representations made by the Company to TCA. At closing, the Company was advanced $425,000 less fees and closing costs, and an additional $56,000 has been advanced to the company through September 30, 2013. | |
| In connection with the agreement above, TCA was issued an investment banking fee consisting of 125,000 shares of newly authorized Series B Preferred Shares in the Company equating to an aggregate of $125,000 in the Company's capital stock. The shares are mandatorily redeemable and scheduled to be repaid over the remainder of calendar year 2013. See below for further discussion of the Series B Preferred shares. Also in connection with the TCA agreement, the Company issued 194,954 shares of common stock to a consulting firm as consideration for a finder's fee for this transaction. | |
| The Company is in default in its agreement with TCA and is currently trying to renegotiate its arrangement. | |
| Mandatorily Redeemable Series B Preferred Stock | |
| On January 10, 2013, the Board of Directors approved the authorization of 125,000 shares of Series B Preferred Stock (the "Series B Preferred Stock"). In connection with the TCA transaction, the Company issued 125,000 shares of Series B Preferred Stock. The Series B Preferred Stock ranks pari passu to the Common Stock. The Holder of outstanding shares of Series B Preferred Stock shall be entitled to notice of any shareholders' meeting and to vote as a single class with the Common Stock upon any matter submitted for approval by the holders of common stock. Each share of Series B Preferred Stock shall have one vote per share. All outstanding shares of Series B Preferred Stock will be entitled to be paid the "Liquidation Preference," which is defined and calculated as follows: $125,000 in the aggregate (not on a per share basis), payable monthly at various amounts, and due in full by virtue of the TCA default discussed above. The mandatorily redeemable preferred stock is presented as a current liability in the accompanying September 30, 2013 balance sheet. | |
| Convertible Promissory Note | |
| On June 19, 2013, the Company closed on a 12%, 12 month convertible promissory note (the "Note") with JMJ Financial ("JMJ"). The face amount of the Note reflects a principal sum of $500,000 for total consideration of $450,000 (or a 10% original issue discount). Upon closing of the Note, the Company received $100,000 from JMJ. On September 24, 2013, the Company received an additional $25,000 from JMJ. | |
| JMJ has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company. The conversion price is the lesser of $0.05 or 70% of the average of the three lowest closing prices in the 25 trading days previous to the conversion. | |
| The Note is subject to various default provisions (an "Event of Default"), and the occurrence of such an Event of Default will cause the outstanding principal amount under the Note, together with accrued and unpaid interest, and all other amounts payable under the Note, to become, at JMJ's election, immediately due and payable to JMJ. | |
| The Company determined a beneficial conversion feature exists at the commitment date. A beneficial conversion feature of $32,000 was recorded as a discount to the note and has been amortized over the life of the loan. The debt discount recorded at September 30, 2013 is approximately $22,000. |
ACCRUED_EXPENSES
| ACCRUED EXPENSES | 9 Months Ended | ||||||||
| Sep. 30, 2013 | |||||||||
| ACCRUED EXPENSES [Abstract] | ' | ||||||||
| ACCRUED EXPENSES | ' | ||||||||
| NOTE 4 - ACCRUED EXPENSES | |||||||||
| Accrued expenses as of September 30, 2013 and December 31, 2012 consist of the following: | |||||||||
| September 30, | December 31, | ||||||||
| 2013 | 2012 | ||||||||
| Accrued expenses | $ | 6,520 | $ | 37,005 | |||||
| Deferred salaries | 166,594 | 45,960 | |||||||
| Accrued settlement costs - paid for in common stock | 172,000 | 652,500 | |||||||
| Accrued consulting costs - paid for in common stock | - | 225,000 | |||||||
| Accrued Interest | 17,498 | - | |||||||
| $ | 362,612 | $ | 960,465 | ||||||
| In January 2013, the Company issued 4,500,000 and 1,500,000 common shares for the accrued settlement costs and accrued consulting costs, respectively. See Note 6 for further discussion of accrued settlement costs and accrued consulting costs. | |||||||||
| Investor Relations Agreement | |||||||||
| On February 15, 2013, the Company entered into an investor relations agreement with a firm which required the Company to pay a consulting fee of $2,500 per month and to provide 100,000 shares of the Company's common stock per month and warrants to purchase 100,000 shares of the Company's common stock per month. Based on the terms of the agreement, the Company determined that the measurement date of the shares to be issued is on the dates that the shares are earned, which is monthly. The February and March common stock earned have an estimated fair value as $37,000 based on the closing market price on February 15, 2013 and March 1, April 1, and May 1, respectively. As the shares of common stock have not been issued as of September 30, 2013, the Company has recorded an accrued expense of $37,000 on the consolidated balance sheet until such shares are issued. | |||||||||
RELATED_PARTY_TRANSACTIONS
| RELATED PARTY TRANSACTIONS | 9 Months Ended |
| Sep. 30, 2013 | |
| RELATED PARTY TRANSACTIONS [Abstract] | ' |
| RELATED PARTY TRANSACTIONS | ' |
| NOTE 5 - RELATED PARTY TRANSACTIONS | |
| 5.5% Promissory note payable, related party | |
| The President/CEO of the Company has advanced funds to the Company from time to time for working capital. As of September 30, 2013 and December 31, 2012, amounts payable to this party were $89,422 and $89,422, respectively. These advances were non-interest bearing, unsecured, and due on demand. On March 1, 2013, the Company converted the outstanding advance amount of $89,422 into a promissory note. Interest at the rate of 5.5% per annum is compounded and paid annually. Principal payments in the amount of $14,966 and accrued interest shall be payable in six installments with the first payment due on June 15, 2013, which was not paid as of December 18, 2013. | |
| Other related party transactions | |
| During the three months and nine months ended September 30, 2013, the Company recorded net sales of $-0- and $4,693 for product sold to a company that is 32% owned by a board of director. |
COMMITMENTS_AND_CONTINGENCIES
| COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
| Sep. 30, 2013 | |
| COMMITMENTS AND CONTINGENCIES [Abstract] | ' |
| COMMITMENTS AND CONTINGENCIES | ' |
| NOTE 6 - COMMITMENTS AND CONTINGENCIES | |
| WBCP License Agreement | |
| The Company has a license with WBCP that allows the Company the use of the costumes, artwork, logos and other elements depicted in the 2009 movie, The Hangover. This license had an initial term through January 31, 2013 and provides for certain royalties based on a percentage of products sold subject to certain agreed-upon guaranteed minimum royalty payments over the term of the license. | |
| In January 2013, the Company entered into an extension of its product license agreement with WBCP extending the term of the agreement to January 31, 2016. Further, the extension added certain channels of distribution and required certain agreed-upon additional Guaranteed Consideration of $200,000, as defined over the next three years. Pursuant to the agreement, $75,000 of Guaranteed Consideration was paid in January 2013, payments of $50,000 are due on or before October 1, 2013 and 2014, and a payment of $25,000 is due on or before October 1, 2015. The amount was recorded as a prepaid expense and was amortized to October 1, 2013 when the next payment is due. The Company recognized $27,000 and $75,000 in cost of sales for royalties on this agreement for the three months and nine months ended September 30, 2013. The Company paid WBCP $20,000 of the $50,000 Guaranteed Consideration amount due as of October 1, 2013, subsequent to September 30, 2013. The Company has negotiated an extension agreement with WBCP for the remaining amount due until December 31, 2013. | |
| Royalty and Commission Agreements | |
| The Company has a representative agreement with an individual who became a member of the Company's board of directors in March 2012. Under this agreement, as amended, this individual is entitled to a commission of between 4% and 6% of sales made by this individual, based on the nature of the sales, and a royalty of 3% of all sales made by the Company, as defined. Commissions and royalty expense to this individual for the nine months ended September 30, 2013 and 2012 totaled approximately $43,000 and $41,000 respectively. Effective April 1, 2012, the Company agreed to pay this individual a $6,000 draw per month against commissions. As of September 30, 2013 and December 31, 2012, net prepaid expenses related to draws in excess of commissions were nil and approximately $28,000, respectively. | |
| The Company has an agreement with a second individual for design services. Under this agreement, as amended, this individual is entitled to receive a royalty of 2% of net sales, as defined. Royalty expense to this individual was $8,465 and $2,500 for the three months ended September 30, 2013 and 2012, respectively. Effective April 1, 2012, the Company agreed to pay this individual a $3,000 draw per month against royalties. As of September 30, 2013 and December 31, 2012, net prepaid expenses related to draws in excess of royalties were nil and approximately $17,000, respectively. | |
| Management Agreement with AMHC Managed Services | |
| Effective March 1, 2012, HOJ entered into a management agreement (the "Management Agreement") with AMHC Managed Services, Inc. ("AMHC Services"), a subsidiary of AMHC. The significant terms of the Management Agreement provided for monthly payments to AMHC Services in exchange for financial management and accounting services, corporate office and administrative services, and expertise regarding compliance with securities regulations. The Management Agreement term was 24 months, and required the Company to pay AMHC Services $27,500 per month. | |
| On October 1, 2012, AMHC Services suspended the accounting and financial management services provided under the Management Agreement due to a dispute under the contract. In January 2013, the Company settled the dispute and terminated the Management Agreement in exchange for 3,000,000 shares of common stock (See below). | |
| Settlement Agreement with AMHC Services and Other Claims | |
| On January 14, 2013, the Company entered into a settlement agreement with AMHC Services, the principal owners of AMHC Services, and an independent third party pursuant to which the respective parties released each other from certain claims. Under the terms of the settlement, the Company issued AMHC Services 3,000,000 shares of its common stock, and issued the independent third party 1,500,000 shares of its common stock. The fair value of the shares issued under this settlement was $652,500 based upon the closing price of the stock on the date of the signed settlement agreement. This settlement was recorded in year ended December 31, 2012 (see Note 4). | |
| Strategic Consulting Agreement | |
| In November 2012, the Company entered into a consulting agreement with The Bricktown Group ("Bricktown") to provide beverage management and strategic advisory consulting services to the Company. The consulting agreement has an initial term of nine months with an automatic extension of 180 days provided neither party has provided a written notice to not extend the agreement. The contract can be terminated upon written notice at any time, but the Company is obligated to pay any fees accrued under the agreement. The agreement requires the Company to pay an upfront retainer of $10,000 and monthly consulting fees of $10,000 per month, which was to be deferred until the Company raised at least $300,000 in debt or equity. The Company is to issue 3,000,000 shares of the Company's common stock in two tranches, of which 1,500,000 shares are issuable upon request after January 4th, 2013 and 1,500,000 shares are issuable on March l, 2013. The first 1,500,000 shares are non-forfeitable and fully vested on the date of the agreement. | |
| Based upon the terms of the agreement, the Company determined that the measurement date for the initial 1,500,000 shares to be issued under the agreement is the contract date and calculated a fair value of $225,000 based upon the closing market price on this date. Accordingly, the Company recorded an accrued consulting cost liability of $225,000 on the consolidated balance sheet as of December 31, 2012 until such shares are issued. The stock-based compensation associated with the initial shares of $225,000 was recorded as prepaid consulting costs and is being amortized over the initial 3 months of this agreement. For the nine months ended September 30, 2013, the Company recognized consulting expense of $278,616 related to this agreement. The measurement date for the second tranche of 1,500,000 shares was March 1, 2013. The fair value of these shares of $135,000 was determined based upon the closing market price of the Company's common stock on this date and was amortized over the remaining 3 months of the contract. On January 10, 2013, the Company issued the initial 1,500,000 shares of its common stock to Bricktown. The second tranche of shares have not been issued as of December 18, 2013. |
STOCKHOLDERS_EQUITY
| STOCKHOLDERS' EQUITY | 9 Months Ended | ||||||||||||||||
| Sep. 30, 2013 | |||||||||||||||||
| STOCKHOLDERS' EQUITY [Abstract] | ' | ||||||||||||||||
| STOCKHOLDERS' EQUITY | ' | ||||||||||||||||
| NOTE 7 - STOCKHOLDERS' EQUITY | |||||||||||||||||
| Preferred stock | |||||||||||||||||
| The Company is authorized to issue up to 10,000,000 shares of Preferred stock, par value $0.10 per share. The Articles of Incorporation provide that the Preferred stock may be issued from time to time in one or more series and gives the Board of Directors authority to establish the designations, preferences, limitations, restrictions, and relative rights of each series of Preferred Stock | |||||||||||||||||
| Series A Preferred Stock | |||||||||||||||||
| Of the 10,000,000 shares of the Company's authorized Preferred Stock, ($0.10 par value per share), 425,000 shares are designated as Series A Convertible Preferred Stock (the "Series A Preferred"). The holders of outstanding shares of Series A Preferred are entitled to notice of any shareholders' meeting and to vote as a single class with the common stock upon any matter submitted for approval by the holders of common stock, on an as-converted basis, as defined. Each share of Series A Preferred shall have eight votes per share. If any dividend or distribution is declared or paid by the Company on common stock, whether payable in cash, property, securities or rights to acquire securities, the holders of the Series A Preferred will be entitled to participate with the holders of common stock in such dividend or distribution, as defined. | |||||||||||||||||
| Additionally, upon liquidation, dissolution or winding up on the Company, the Series A Preferred shareholders are entitled to be paid together with the common shareholders on a pro-rata basis. The Series A Preferred holders may convert such shares of Series A Preferred in whole or in part, at any time, or from time-to-time upon written notice to the Company subject to the terms set forth below. The Series A Preferred may, or shall, be converted into shares of the Company's authorized but unissued common stock on the following bases: (i) At the option of the holder, at any time before the "Financial Milestone" is met each share of Series A Preferred shall be convertible into eight shares of the Company's common stock. (ii) Upon the "Financial Milestone" being met, each share of Series A Preferred shall automatically be converted into 28.8 shares of the Company's common stock. (iii) If the "Financial Milestone" has not been met by October 8, 2013, each share of Series A Preferred then outstanding shall automatically be converted into eight shares of the Corporation's Common Stock. | |||||||||||||||||
| Series C Preferred Stock | |||||||||||||||||
| In April 2013, the Board of Directors approved the authorization of 5,000,000 shares of Series C Preferred Stock (the "Series C Preferred Stock"). The Series C Preferred shares have voting rights equal to three votes per share and contain an automatic conversion into 15,000,000 common shares immediately upon the Company obtaining shareholder approval of, and filing with the Colorado Secretary of State, an increase in authorized common stock to at least 200,000,000 shares. | |||||||||||||||||
| On April 12, 2013, the Company executed a term sheet with an accredited investor ("Investor") for a proposed investment of $1,000,000 in the Company in exchange for 15,000,000 shares of common stock, 5,000,000 shares of Series C Preferred Stock, and warrants to acquire 500,000 shares of common stock at $0.12 per share for a period of five years. The first tranche of $500,000 was to be deposited on or before May 17, 2013 in exchange for 15,000,000 shares of common stock and warrants to acquire 250,000 common shares described above. The second tranche of $500,000 is to be deposited on or before September 20, 2013 in exchange for 5,000,000 shares of Series C Preferred Stock and warrants to acquire 250,000 common shares described above. As of September 30, 2013, the Company received $320,500 toward the first investment tranche. | |||||||||||||||||
| The common shares and underlying common shares attributable to the Series C Preferred Stock and warrants will have piggyback registration rights that will be triggered if the Company files a registration statement with the Securities and Exchange Commission for the resale of other securities. The warrants may be redeemed by the Company if certain conditions are met, including that the shares underlying the warrants have been registered and the common stock trades at or above $.20 per share for 20 trading days. The Investor will be entitled to one seat on the Company's Board of Directors, and certain other development and distribution rights, as defined. | |||||||||||||||||
| Common stock | |||||||||||||||||
| The Company is authorized to issue up to 150,000,000 shares of $0.001 par value common stock. As discussed in Note 1, the Company entered into the Merger Agreement with HOJ, whereby the Company issued 83,514,827 common shares in exchange for all the outstanding shares of HOJ. This transaction has been accounted for as a recapitalization of HOJ and accordingly the historical stockholders' equity transactions of HOJ prior to the Acquisition has been retroactively restated for the equivalent number of shares received in the exchange after giving effect to any differences in the par value of the AMHC and HOJ common stock, with an offset to additional paid-in capital. | |||||||||||||||||
| Surrender of Founder's shares | |||||||||||||||||
| In January 2013, a shareholder of the Company surrendered 4,500,000 shares of common stock to the Company's treasury for no consideration. The shares were initially issued to a founder in March 2012 and were returned to increase the number of common shares available. | |||||||||||||||||
| Dissenting Shareholder | |||||||||||||||||
| In connection with the Acquisition, an HOJ shareholder holding the equivalent of 612,953 shares of common stock asserted his rights as a dissenting shareholder under the Colorado Business Corporation Act and demanded payment for the fair value amount of his shares as of the date of the Acquisition. In July 2012, the Company estimated the fair value of these shares to be $20,000 and recorded a payable to shareholder in the amount of $20,000 and corresponding decrease to Equity. | |||||||||||||||||
| On February 15, 2013, the Company entered into a settlement agreement with the dissenting HOJ shareholder. Under the terms of the settlement agreement, the Company agreed to pay $5,000 cash at closing and $15,000 plus accrued interest at 5% within 90 days. The Company also agreed to issue 50,000 shares of the Company's common stock. The fair value of the common stock at the date of settlement was $5,500. As of September 30, 2013, the outstanding amount has been repaid in full. | |||||||||||||||||
| Stock options | |||||||||||||||||
| Effective March 11, 2009, AMHC established the 2009 Stock Option Plan ("the "2009 Plan). The 2009 Plan established by AMHC was retained by the Company after the Acquisition. Under the 2009 Plan, the Company may grant non-statutory and incentive options to employees, directors and consultants for up to a total of 7,000,000 shares of common stock. The exercise prices of the options granted are determined by the Plan Committee, whose members are appointed by the Board of Directors, and the exercise prices are generally to be established at the estimated fair value of the Company's common stock at the date of grant. Options granted have terms that do not exceed five years. As of September 30, 2013, stock options to purchase 650,000 shares of common stock are outstanding under the 2009 Plan. | |||||||||||||||||
| On July 26, 2012, the Company's shareholders approved the 2012 Stock Option Plan (the "2012 Plan"). Under the Plan, the Company may grant stock options, restricted and other equity awarded to any employee, consultant, independent contractor, director or officer of the Company for up to a total of 11,500,000 shares of common stock. As of September 30, 2013, stock options to purchase 2,266,190 shares of common stock are outstanding under the 2012 Plan. | |||||||||||||||||
| In April 2013, the Company's Board of Directors reduced the number of common shares reserved under the 2012 Stock Option Plan from 11,500,000 shares to 4,500,000 and reduced the number of common shares reserved under the 2009 Stock Option Plan from 7,000,000 shares to 650,000 shares thereby increasing the number of common shares available for issuance by 13,350,000. | |||||||||||||||||
| The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton valuation model. Expected volatility is based upon weighted average of historical volatility over the expected term of the option and implied volatility. The expected term of stock options is based upon historical exercise behavior and expected exercised behavior. The risk-free interest rate is based upon implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the option. The dividend yield is assumed to be none as the Company does not anticipate paying any dividends in the foreseeable future. | |||||||||||||||||
| The following is a summary of stock option activity for the nine months ended September 30, 2013: | |||||||||||||||||
| Weighted | |||||||||||||||||
| Weighted | Average | ||||||||||||||||
| Shares | average | Remaining | Aggregate | ||||||||||||||
| under | exercise | contractual | intrinsic | ||||||||||||||
| Options | Option | price | Life | value | |||||||||||||
| Outstanding at January 1, 2013 | 2,916,190 | $ | 0.11 | ||||||||||||||
| Granted | - | $ | - | ||||||||||||||
| Exercised | - | $ | - | ||||||||||||||
| Forfeited/Cancelled | - | $ | - | ||||||||||||||
| Outstanding at September 30, 2013 | 2,916,190 | $ | 0.11 | 2.26 | 75,796 | ||||||||||||
| Vested or Expected to Vest at September 30, 2013 | 2,150,000 | $ | 0.14 | 2.44 | 26,250 | ||||||||||||
| Exercisable at September 30, 2013 | 2,150,000 | $ | 0.14 | 2.44 | 26,250 | ||||||||||||
| The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the estimated fair value of the Company's common stock on September 30, 2013, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had they exercised their options on September 30, 2013. | |||||||||||||||||
| As a result of the reorganization described in Note 1, the Company has not recognized any stock-based compensation cost previously recorded on the books of AMHC prior to the date of reorganization. No stock-based compensation was recognized during the three and nine months ended September 30, 2013 or during the three and nine months ended September 30, 2012. As of September 30, 2013, the Company does not expect outstanding options to acquire 766,190 shares of common stock will vest due to the performance criteria outlined in the option agreement. Compensation cost is revised if subsequent information indicates that the actual number of options vested is likely to differ from previous estimates. | |||||||||||||||||
| The following table summarizes the activity and value of non-vested options as of and for the nine months ended September 30, 2013: | |||||||||||||||||
| Weighted | |||||||||||||||||
| Number | Average | ||||||||||||||||
| Of | grant date | ||||||||||||||||
| Options | fair value | ||||||||||||||||
| Non-vested options at January 1, 2013 | 766,190 | $ | 0.06 | ||||||||||||||
| Granted | - | - | |||||||||||||||
| Vested | - | - | |||||||||||||||
| Forfeited/cancelled | - | - | |||||||||||||||
| Non-vested options at September 30, 2013 | 766,190 | $ | 0.06 | ||||||||||||||
| As of September 30, 2013, there was $42,159 of total unrecognized compensation cost related to non-vested share based compensation arrangements granted under the qualified stock option plans. That cost is expected to be recognized over a weighted average period of 1.0 years if certain performance criteria are met. | |||||||||||||||||
| Warrants: | |||||||||||||||||
| Summarized information about warrants outstanding and exercisable at September 30, 2013 is as follows: | |||||||||||||||||
| Weighted | |||||||||||||||||
| Weighted | Average | ||||||||||||||||
| average | Remaining | Aggregate | |||||||||||||||
| exercise | contractual | intrinsic | |||||||||||||||
| Warrants | Shares | Price | Life | value | |||||||||||||
| Outstanding at January 1, 2013 | 6,739,528 | $ | 0.05 | ||||||||||||||
| Issued for Services | 150,000 | $ | 0.1 | ||||||||||||||
| Exercised | - | $ | - | ||||||||||||||
| Forfeited/Cancelled | (3,564,764 | ) | $ | 0.04 | |||||||||||||
| Outstanding at September 30, 2013 | 3,324,764 | $ | 0.07 | $ | 1.89 | $ | 0 | ||||||||||
| Vested or Expected to Vest at September 30, 2013 | 260,000 | $ | 0.11 | $ | 2.53 | $ | 0 | ||||||||||
| Exercisable at September 30, 2013 | 260,000 | $ | 0.11 | $ | 2.53 | $ | 0 | ||||||||||
| In April 2012, the Company granted a warrant to a sales consultant and director of the Company to purchase up to 6,129,528 shares of common stock in connection with a two-year service agreement. This warrant has a three-year term and an exercise price of $0.0326 per share with 3,064,764 shares vesting each on January 1, 2013 and January 1, 2014 if the Company's sales exceed certain thresholds in 2012 and 2013, respectively. On January 1, 2013, the board of directors concluded the sales target for 2012 was not met and warrants to purchase 3,064,764 shares of Company common stock were cancelled. Management has evaluated the performance criteria and currently does not anticipate that the sales thresholds for 2013 will be met and accordingly no stock-based compensation has been recognized during the three and nine months ended September 30, 2013. Compensation cost is revised if subsequent information indicates that the actual number of warrants vested is likely to differ from previous estimates. | |||||||||||||||||
| In February and March 2013, the Company granted a warrant to an investor relations firm to purchase up to 150,000 shares of common stock that vested immediately. The warrants have a three-year term and an exercise price of $0.11 and $.09 per share, and $11,574 of stock based compensation related to this warrant and is recorded in general and administrative expenses during the nine months ended September 30, 2013. | |||||||||||||||||
| Contributed Services | |||||||||||||||||
| Prior to September 30, 2012, the Company's owners/officers contributed management and administrative services to the Company. The fair value of those services has been recorded as an expense in the accompanying consolidated financial statements based on the estimated fair value for such services, with a corresponding credit to contributed capital. The fair value of the historical services was estimated based on the compensation per employment terms that were entered into in March 2012. Contributed services were $0, $0, $0 and $50,000 for the three and nine months ended September 30, 2013 and 2012, respectively. | |||||||||||||||||
INCOME_TAXES
| INCOME TAXES | 9 Months Ended |
| Sep. 30, 2013 | |
| INCOME TAXES [Abstract] | ' |
| INCOME TAXES | ' |
| NOTE 8 - INCOME TAXES | |
| As discussed in Note 1, the Company entered into the Merger Agreement with HOJ, whereby on July 25, 2012, the Company acquired HOJ in a reverse triangular merger (the "Acquisition"). Because all of the operating businesses of AMHC were contemporaneously sold within five business days after the Acquisition, the transaction has been accounted for as a recapitalization of HOJ. Accordingly, the consolidated statement of operations includes the historical results of HOJ (a Colorado Corporation) and its predecessor entities, HOJ LLC (a limited liability company) and HOJ JV (a partnership). | |
| Through March 5, 2012 (the date of incorporation of HOJ), no provision for income taxes has been provided in the accompanying combined financial statements because HOJ LLC and HOJ JV elected to file as partnerships, and therefore HOJ was not subject to income taxes, and, that such taxes are the responsibility of the individual member/partners. | |
| Beginning March 5, 2012, HOJ began recording a provision for deferred income tax assets and liabilities in order to reflect the net tax effects of temporary differences between (i) the tax basis of assets and liabilities and (ii) their reported amounts in the financial statements. The provision is based upon enacted tax laws and rates in effect for the years in which the differences are expected to affect taxable income. The Company establishes a valuation allowance when necessary to reduce deferred income tax assets to the amounts expected to be realized. | |
| On July 25, 2012, the Company acquired HOJ and began recording a provision for deferred income tax assets and liabilities for the combined companies. The provision for income taxes is recorded at the end of each interim period based on the Company's best estimate of its effective income tax rate expected to be applicable for the full fiscal year. The Company's expected income tax benefit was approximately $575,000 for the nine months ended September 30, 2013. The expected income tax benefit differs from the actual benefit of $0 each period, due primarily to the change in valuation allowance. |
SUBSEQUENT_EVENTS
| SUBSEQUENT EVENTS | 9 Months Ended |
| Sep. 30, 2013 | |
| SUBSEQUENT EVENTS [Abstract] | ' |
| SUBSEQUENT EVENTS | ' |
| NOTE 9 - SUBSEQUENT EVENTS | |
| On December 16, 2013, we announced signing of a distribution contract for the sale of hangover recovery shots in Japan. Over the next three years our product is to be distributed through up to 8,600 drug and food stores and sales are expected to reach over 10 million bottles. This is the largest distribution agreement yet internationally for the Company to date. We intend to start shipping containers to Japan in early 2014. The contract calls for one million bottles to be shipped in 2014, which would exceed all of our sales to date, followed by three million bottles in 2015, and six million in 2016. | |
| On November 6, 2013, the Company reached an agreement with Fundable.com, an online portal, to raise up to $500,000 in 200,000 units sold at $2.50 per unit. Each unit consists of one share of Series D Preferred Stock and 100 five year warrants exercisable at $.05 per share upon a successful increase of the Company's authorized common shares to 500,000,000. Terms of the preferred stock are as follows: | |
| Series D Preferred Stock | |
| Of the 10,000,000 shares of the Company's authorized Preferred Stock, ($0.10 par value per share), 200,000 shares are designated as Series D Convertible Preferred Stock (the "Series D Preferred"). The holders of outstanding shares of Series D Preferred are entitled to notice of any shareholders' meeting and to vote as a single class with the common stock upon any matter submitted for approval by the holders of common stock, on an as-converted basis, as defined. Each share of Series D Preferred shall have one hundred votes per share. If any dividend or distribution is declared or paid by the Company on common stock, whether payable in cash, property, securities or rights to acquire securities, the holders of the Series D Preferred will be entitled to participate with the holders of common stock in such dividend or distribution, as defined. | |
| Additionally, upon liquidation, dissolution or winding up on the Company, the Series D Preferred shareholders are entitled to be paid together with the common shareholders on a pro-rata basis. The Series D Preferred holders may convert such shares of Series D Preferred in whole or in part, at any time, or from time-to-time upon written notice to the Company subject to the terms set forth below. The Series D Preferred may, or shall, be converted into shares of the Company's authorized but unissued common stock at the option of the holder, at any time after the Company is able to successfully increase its authorized common shares to 500,000,000 each share of Series D Preferred shall be convertible into one hundred shares of the Company's common stock. Additionally, The Company may automatically convert such shares six months after the increase in authorized shares. |
SIGNIFICANT_ACCOUNTING_POLICIE1
| SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | |
| Sep. 30, 2013 | ||
| SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | |
| Basis of Presentation | ' | |
| Basis of Presentation | ||
| The financial information contained herein should be read in conjunction with the Company's consolidated audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2012. | ||
| The accompanying unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete consolidated financial statements. In the opinion of management, the unaudited consolidated financial statements included in this quarterly report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of its financial position at the dates presented and the Company's results of operations and cash flows for the periods presented. The Company's interim results are not necessarily indicative of the results to be expected for the entire year. | ||
| Principles of Consolidation | ' | |
| Principles of Consolidation | ||
| The consolidated financial statements include the accounts of the Company and its 100%-owned subsidiary. All intercompany accounts, transactions, and profits are eliminated in consolidation. | ||
| Use of estimates | ' | |
| Use of Estimates | ||
| The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
| Significant estimates are used in accounting for certain items such as allowance for doubtful accounts, revenue recognition, and stock-based compensation. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ. | ||
| Accounts Receivable and Concentration of Credit Risk | ' | |
| Accounts Receivable and Concentration of Credit Risk | ||
| The Company is subject to credit risk through trade receivables. This credit risk is mitigated by the diversification of the Company's operations, as well as its customer base. The Company grants varying payment terms to its customers. Payment terms for customers can vary from due upon receipt up to net 45 days. | ||
| Four customers comprise approximately 84% of trade accounts receivable at September 30, 2013; these individual customer balances represent approximately 26%, 21%, 19% and 18% of the trade accounts receivable. Two customers comprise approximately 78% of the trade accounts receivable at December 31, 2012; these individual customer balances represent approximately 65%, and 13% of the total trade accounts receivable. No single customer accounted for 10% or more of net sales for the three or nine months ended September 30, 2013. One customer accounted for 44% and 23% of net sales for the three months and nine months ended September 30, 2012 respectively. | ||
| Ongoing credit evaluations of customers' financial condition are performed. Collateral is not required. The Company maintains an allowance when necessary for doubtful accounts that is the Company's best estimate of potentially uncollectible trade receivables. Provisions are made based upon a specific review of all significant outstanding invoices that are considered potentially uncollectible in whole or in part. For those invoices not specifically reviewed or considered uncollectible, general provisions are provided at different rates, based upon the age of the receivable, historical experience, and other currently available evidence. The allowance estimates are adjusted as additional information becomes known or as payments are made. As of September 30, 2013 the allowance for doubtful accounts was approximately $113,000 and at December 31, 2012, the allowance for doubtful accounts was $11,624. | ||
| Inventory | ' | |
| Inventory | ||
| Inventory is valued at the lower of cost (first-in, first-out) or market value. The inventory at September 30, 2013 consisted of finished goods and packing supplies and at December 31, 2012 primarily consisted of packing supplies. | ||
| License and Royalties | ' | |
| License and Royalties | ||
| The Company has a license with Warner Bros. Consumer Products, Inc. ("WBCP") that allows the Company the use of the costumes, artwork, logos and other elements depicted in the 2009 movie, The Hangover. This license, as amended, expires January 31, 2016. The terms of the WBCP license provide for royalties based on a percentage of products sold, as defined, subject to agreed-upon guaranteed minimum royalties. Guaranteed minimum royalty payments are made periodically over the term of the license and are recorded when paid as a prepaid expense in the balance sheet. The prepaid expense is amortized to royalties in cost of goods sold at a ratio of current period revenues to the total revenues expected to be recorded over the term of the license. The Company reviews its sales projections quarterly to determine the likely recoverability of its prepaid asset, as well as any unpaid minimum obligation. If management determines that the prepaid expense is unlikely to be recovered by product sales, prepaid license expense is charged to cost of goods sold, based on current and expected revenues, in the period in which such determination is made. | ||
| Revenue Recognition | ' | |
| Revenue Recognition | ||
| The Company has contractual agreements with certain third-party distributors. Under the agreements, the Company is not guaranteed any minimum level of sales or transactions. The Company also offers its products for sale through its website at www.hangoverjoes.com. | ||
| The Company recognizes revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists; (2) delivery to third party distributors and consumers via the Company's website has occurred; (3) the sales price is fixed or determinable; and (4) collectability is reasonably assured. Delivery is not considered to have occurred until the title and the risk of loss passes to the customer according to the terms of the contract between the Company and the customer. For sales to distributors, revenue is usually recognized at the time of delivery. The Company defers revenues on products sold to distributors for which there is a lack of credit history or if the distribution may be in a new market in which the Company has no prior experience. The Company defers revenue in these situations until cash is received. For sales through the Company's website, revenue is recognized at time of shipment. | ||
| Management evaluates the terms of its sales in consideration of the criteria outlined in Principal Agent Consideration with regards to its determination of gross versus net reporting of revenue for transactions with customers. The Company sells, through its website, Hangover Joe's Recovery Shots. In these transactions, management has determined that the Company (i) acts as principal; (ii) has the risks and rewards of ownership, including the risk of loss for collection, delivery or returns; and (iii) has latitude in establishing price with the customer. For these transactions, the Company recognizes revenue on a gross basis. | ||
| The Company offers a variety of incentives and discounts to distributors, customers and consumers through various programs to support the distribution of its products. These incentives and discounts include cash discounts, price allowances, volume based rebates and product placement fees. These incentives and discounts are reflected as a reduction of gross sales to arrive at net sales. The aggregate deductions from gross sales recorded in relation to these programs were approximately $6,000 and $12,000 for the three months and nine months ended September 30, 2013 and $7,400 and $17,200 for the three and nine months ended September 30, 2012, respectively. | ||
| Cost of Goods Sold | ' | |
| Cost of Goods Sold | ||
| Cost of goods sold consists of the costs of raw materials utilized in the production of its product, co-packing fees, and in-bound freight charges. Raw material costs account for the largest portion of the cost of goods sold. Raw materials include bottles, ingredients and packaging materials. The manufacturer is responsible for the ingredients. Costs of goods sold also include license and royalty expenses. | ||
| Supplier/Manufacturer Concentration | ' | |
| Supplier/Manufacturer Concentration | ||
| The Company relies on its third-party suppliers for raw materials necessary for its products, and it relies on third-party manufacturers for the production of its product. Although the Company believes that it could utilize alternative suppliers and manufacturers, any delay in locating and establishing relationships with other suppliers/manufacturers could result in product shortages and back orders for the products, with a resulting loss of net sales and profitability. The Company's third-party manufacturer acquires some ingredients from suppliers outside of the United States. Purchasing these ingredients is subject to the risks generally associated with importing raw materials from other countries, including, among other factors, delays in shipments, changes in economic and political conditions, quality assurance, tariffs, trade disputes and foreign currency fluctuations. These factors could result in a delay in or disruption of the supply of certain raw materials. Any significant delay in or disruption of the supply of raw materials could have a material adverse effect on the Company's business. | ||
| Sales and Marketing Expenses | ' | |
| Sales and Marketing Expenses | ||
| Sales and marketing costs include selling expenses such as distribution expenses to transport products to customers and warehousing expenses after manufacture, as well as expenses for advertising, sampling and in-store demonstration costs, costs for merchandise displays, point-of-sale materials, trade shows, other marketing expenses and product design expenses. | ||
| Advertising Expenses | ' | |
| Advertising Expenses | ||
| Advertising costs are expensed as incurred and are included in sales and marketing expense in the accompanying consolidated statements of operations. Total advertising expenses were approximately $1,000 and $101,000 for the three months and nine months ended September 30, 2013 and $47,000 and $104,000 for the three months and nine months ended September 30, 2012, respectively. | ||
| Income Taxes | ' | |
| Income Taxes | ||
| Prior to March 2012, no provision for income taxes was provided in the accompanying financial statements because HOJ LLC (as a limited liability company), and HOJ JV (as a partnership), elected to file as partnerships, and therefore management believes that prior to September 30, 2012 the Company was not subject to income taxes, and, that such taxes were the responsibility of the individual member/partners. | ||
| Beginning in March 2012, as a corporation, the Company now records a provision for deferred income tax assets and liabilities in order to reflect the net tax effects of temporary differences between (i) the tax basis of assets and liabilities and (ii) their reported amounts in the financial statements. The provision is based upon enacted tax laws and rates in effect for the years in which the differences are expected to affect taxable income. The Company establishes a valuation allowance when necessary to reduce deferred income tax assets to the amounts expected to be realized. The Company expects to file income tax returns in the US Federal jurisdiction and various State jurisdictions. | ||
| The Company assesses the likelihood of the financial statement effect of a tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date. All tax years remain open and subject to U.S. Federal tax examination. Management does not believe that there are any current tax positions that would result in an asset or liability for taxes being recognized in the accompanying financial statements. | ||
| The Company's policy is to classify tax related interest and penalties as income tax expense. There is no interest or penalties estimated on the underpayment of income taxes as a result of unrecognized tax benefits. | ||
| Stock-Based Compensation | ' | |
| Stock-Based Compensation | ||
| Stock-Based Compensation is recognized for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. Stock-Based Compensation expense is recognized over the period of service in exchange for the award (generally the vesting period). The Company estimates the fair value of each stock option at the grant date by using an option pricing model, typically the Black-Scholes model. | ||
| For shares issued to non-employees for goods or services, the Company accounts for these shares in accordance with ASC 505-50. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever are more reliably measurable (a) goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of the performance commitment date or performance completion date. | ||
| Net Loss Per Share | ' | |
| Net Loss per Share | ||
| Basic net loss per share is computed by dividing the net loss applicable to common shareholders by the weighted-average number of shares of common stock outstanding for the period. Historical loss per share of the accounting acquirer (HOJ) has been adjusted retroactively to reflect the new capital structure of the Company as a result of the Merger Agreement. Diluted net loss per share reflects the potential dilution that could occur if dilutive securities were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect of such inclusion would reduce a loss or increase earnings per share. For each of the periods presented in the accompanying consolidated financial statements, the effect of the inclusion of dilutive shares would have resulted in a decrease in loss per share. Stock options, warrants, common shares underlying convertible preferred stock and convertible notes payable in the aggregate of 24,457,845, -0-, 24,457,845 and -0- shares as of and for the three and nine months ended September 30, 2013 and 2012 , respectively, were not included in the calculation of diluted net loss per common share because the effect would have been anti-dilutive. | ||
| Antidilutive shares of approximately 9,775,250 are included in the three and nine months ended September 30, 2013 for the prorated potential common share and warrant to be issued under the stock subscription agreement. | ||
| Fair Value of Financial Instruments | ' | |
| Fair Value of Financial Instruments | ||
| ASC 820 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value 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 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. | ||
| The three levels of inputs required by the standard that the Company uses to measure fair value are summarized below. | ||
| · | Level 1: Quoted prices in active markets for identical assets or liabilities. | |
| · | Level 2: Observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. | |
| · | Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |
| Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of September 30, 2013 and December 31, 2012, the Company had no financial assets or liabilities required to be reported for fair value purposes. | ||
| The carrying value of the Company's financial instruments, including cash, accounts receivable, accounts payable, line of credit, mandatorily redeemable preferred stock, and the inventory financing payable approximate fair value at September 30, 2013 and December 31, 2012, due to the relatively short maturity of the respective instruments. The fair value of related party payables is not practicable to estimate due to the related party nature of the underlying transactions. | ||
| Recent Accounting Pronouncements | ' | |
| Recent Accounting Pronouncements | ||
| In February 2013, FASB issued Accounting standards update 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income. This update requires an entity to provide information about the amount reclassified out of accumulated other comprehensive income by component. The entity is also required to disclose significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting periods. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other discourses required under U.S. GAAP that provide additional detail about those amounts. The objective in this Update is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update should be applied prospectively for reporting periods beginning after December 15, 2012. The adoption of this standard did not have a material impact on the Company's reported results of operations or financial position. | ||
ACCRUED_EXPENSES_Tables
| ACCRUED EXPENSES (Tables) | 9 Months Ended | ||||||||
| Sep. 30, 2013 | |||||||||
| ACCRUED EXPENSES [Abstract] | ' | ||||||||
| Schedule of Accrued Expenses | ' | ||||||||
| September 30, | December 31, | ||||||||
| 2013 | 2012 | ||||||||
| Accrued expenses | $ | 6,520 | $ | 37,005 | |||||
| Deferred salaries | 166,594 | 45,960 | |||||||
| Accrued settlement costs - paid for in common stock | 172,000 | 652,500 | |||||||
| Accrued consulting costs - paid for in common stock | - | 225,000 | |||||||
| Accrued Interest | 17,498 | - | |||||||
| $ | 362,612 | $ | 960,465 | ||||||
STOCKHOLDERS_EQUITY_Tables
| STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended | ||||||||||||||||
| Sep. 30, 2013 | |||||||||||||||||
| STOCKHOLDERS' EQUITY [Abstract] | ' | ||||||||||||||||
| Schedule of Stock Option Activity | ' | ||||||||||||||||
| Weighted | |||||||||||||||||
| Weighted | Average | ||||||||||||||||
| Shares | average | Remaining | Aggregate | ||||||||||||||
| under | exercise | contractual | intrinsic | ||||||||||||||
| Options | Option | price | Life | value | |||||||||||||
| Outstanding at January 1, 2013 | 2,916,190 | $ | 0.11 | ||||||||||||||
| Granted | - | $ | - | ||||||||||||||
| Exercised | - | $ | - | ||||||||||||||
| Forfeited/Cancelled | - | $ | - | ||||||||||||||
| Outstanding at September 30, 2013 | 2,916,190 | $ | 0.11 | 2.26 | 75,796 | ||||||||||||
| Vested or Expected to Vest at September 30, 2013 | 2,150,000 | $ | 0.14 | 2.44 | 26,250 | ||||||||||||
| Exercisable at September 30, 2013 | 2,150,000 | $ | 0.14 | 2.44 | 26,250 | ||||||||||||
| Schedule of Nonvested Share Activity | ' | ||||||||||||||||
| Weighted | |||||||||||||||||
| Number | Average | ||||||||||||||||
| Of | grant date | ||||||||||||||||
| Options | fair value | ||||||||||||||||
| Non-vested options at January 1, 2013 | 766,190 | $ | 0.06 | ||||||||||||||
| Granted | - | - | |||||||||||||||
| Vested | - | - | |||||||||||||||
| Forfeited/cancelled | - | - | |||||||||||||||
| Non-vested options at September 30, 2013 | 766,190 | $ | 0.06 | ||||||||||||||
| Schedule of Warrant Activity | ' | ||||||||||||||||
| Weighted | |||||||||||||||||
| Weighted | Average | ||||||||||||||||
| average | Remaining | Aggregate | |||||||||||||||
| exercise | contractual | intrinsic | |||||||||||||||
| Warrants | Shares | Price | Life | value | |||||||||||||
| Outstanding at January 1, 2013 | 6,739,528 | $ | 0.05 | ||||||||||||||
| Issued for Services | 150,000 | $ | 0.1 | ||||||||||||||
| Exercised | - | $ | - | ||||||||||||||
| Forfeited/Cancelled | (3,564,764 | ) | $ | 0.04 | |||||||||||||
| Outstanding at September 30, 2013 | 3,324,764 | $ | 0.07 | $ | 1.89 | $ | 0 | ||||||||||
| Vested or Expected to Vest at September 30, 2013 | 260,000 | $ | 0.11 | $ | 2.53 | $ | 0 | ||||||||||
| Exercisable at September 30, 2013 | 260,000 | $ | 0.11 | $ | 2.53 | $ | 0 | ||||||||||
ORGANIZATION_DESCRIPTION_OF_BU1
| ORGANIZATION, DESCRIPTION OF BUSINESS, GOING CONCERN AND MANAGEMENT'S PLANS (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
| Apr. 12, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 19, 2013 | Nov. 14, 2013 | Nov. 06, 2013 | Sep. 20, 2013 | 17-May-13 | Jan. 10, 2013 | Dec. 31, 2012 | Jul. 25, 2012 | |
| ORGANIZATION, DESCRIPTION OF BUSINESS, GOING CONCERN AND MANAGEMENT'S PLANS [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Common stock, shares outstanding | ' | 122,591,301 | ' | 122,591,301 | ' | ' | ' | ' | ' | ' | ' | 120,846,348 | 36,807,801 |
| Cash paid for business acquired | ' | ' | ' | ' | $10,000 | ' | ' | ' | ' | ' | ' | ' | ' |
| Number of shares issued for business acquisition | ' | ' | ' | ' | 83,514,827 | ' | ' | ' | ' | ' | ' | ' | ' |
| Existing shareholders new ownership percentage in company after merger and reorganization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 69.00% |
| HOJ shareholders new ownership percentage in company after merger and reorganization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31.00% |
| Net loss | ' | -400,091 | -393,553 | -1,692,100 | -943,023 | ' | ' | ' | ' | ' | ' | ' | ' |
| Working capital deficiency | ' | -2,150,000 | ' | -2,150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Accumulated deficit | ' | -4,155,708 | ' | -4,155,708 | ' | ' | ' | ' | ' | ' | ' | -2,463,608 | ' |
| Line of credit, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' |
| Line of credit, initial borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 425,000 | ' | ' |
| Line of credit, advance | ' | 56,000 | ' | 56,000 | ' | ' | ' | ' | ' | ' | 425,000 | ' | ' |
| Borrowings under revolving credit facility | ' | ' | ' | 481,263 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Subscription agreement, investment | 1,000,000 | ' | ' | ' | ' | 20,000 | 340,500 | ' | 500,000 | 500,000 | ' | ' | ' |
| Subscription agreement, number of common shares | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' |
| Subscription agreement, number of Series C Preferred shares | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' |
| Subscription agreement, common shares issuable upon conversion of preferred stock | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Subscription agreement, number of common shares called by warrants | 500,000 | ' | ' | ' | ' | ' | ' | ' | 250,000 | 250,000 | ' | ' | ' |
| Exercise price of warrants | 0.12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Warrant term | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Interest rate | ' | 12.00% | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Initial term of note | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Debt issued | ' | 500,000 | ' | 500,000 | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' |
| Cash received for convertible note payable | ' | ' | ' | 125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Capital raise amount | ' | ' | ' | ' | ' | ' | ' | $500,000 | ' | ' | ' | ' | ' |
SIGNIFICANT_ACCOUNTING_POLICIE2
| SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
| Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
| Trade Accounts Receivable [Member] | Trade Accounts Receivable [Member] | Net Revenue [Member] | Net Revenue [Member] | Major Customer One [Member] | Major Customer Two [Member] | Major Customer Three [Member] | Major Customer Three [Member] | Major Customer Four [Member] | Major Customer Four [Member] | ||||||
| Trade Accounts Receivable [Member] | Trade Accounts Receivable [Member] | Trade Accounts Receivable [Member] | Trade Accounts Receivable [Member] | Trade Accounts Receivable [Member] | Trade Accounts Receivable [Member] | ||||||||||
| SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Allowance for doubtful accounts | $113,000 | ' | $113,000 | ' | $11,624 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Sales incentives and discounts | 6,000 | 7,400 | 12,000 | 17,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Advertising expense | $1,000 | $47,000 | $101,000 | $104,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Antidilutive stock options, warrants and common shares | 24,457,845 | 0 | 24,457,845 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Antidilutive shares included | 9,775,250 | ' | 9,775,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Number of customers | ' | ' | ' | ' | ' | 4 | 2 | 1 | 1 | ' | ' | ' | ' | ' | ' |
| Concentration percentage | ' | ' | ' | ' | ' | 84.00% | 78.00% | 44.00% | 23.00% | 26.00% | 21.00% | 19.00% | 65.00% | 18.00% | 13.00% |
DEBT_Details
| DEBT (Details) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | |||||
| Sep. 24, 2013 | Sep. 19, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Nov. 06, 2013 | Jan. 10, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | |
| Inventory financing and factoring arrangements | ' | ' | ' | ' | ' | ' | ' | ' |
| Maximum financing amount | ' | ' | ' | $250,000 | ' | ' | ' | ' |
| Maximum financing percentage | ' | ' | ' | 80.00% | ' | ' | ' | 100.00% |
| Financing fee, percentage of purchase order amount | ' | ' | ' | ' | ' | ' | ' | 3.85% |
| Financing fee, percentage of receivables | ' | ' | ' | 2.50% | ' | ' | ' | ' |
| Additional fee, percent per day after remaining open for 30 days | ' | ' | ' | 0.08% | ' | ' | ' | 0.13% |
| Additional fee, annualized rate | ' | ' | ' | 30.70% | ' | ' | ' | 47.40% |
| Inventory financing payable | ' | ' | ' | ' | ' | ' | 97,611 | ' |
| Revolving Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' |
| Line of credit, maximum borrowing capacity | ' | ' | ' | ' | ' | 6,000,000 | ' | ' |
| Line of credit, initial borrowing capacity | ' | ' | ' | ' | ' | 425,000 | ' | ' |
| Line of credit, advance | ' | ' | 56,000 | ' | ' | 425,000 | ' | ' |
| Borrowings under revolving credit facility | ' | ' | 481,263 | ' | ' | ' | ' | ' |
| Preferred shares issued for debt issuance costs | ' | ' | 125,000 | ' | ' | ' | ' | ' |
| Value of peferred shares issued for debt issuance costs | ' | ' | 125,000 | ' | ' | ' | ' | ' |
| Finders' fee, shares issued | ' | ' | 194,954 | ' | ' | ' | ' | ' |
| Convertible preferred stock, liquidation preference | ' | ' | 125,000 | ' | ' | ' | ' | ' |
| Interest rate | ' | ' | 12.00% | ' | ' | ' | ' | ' |
| Initial term of note | ' | ' | '12 months | ' | ' | ' | ' | ' |
| Debt issued | ' | ' | 500,000 | ' | 25,000 | ' | ' | ' |
| Proceeds from debt issuance, net of discount and costs | 25,000 | 100,000 | 450,000 | ' | ' | ' | ' | ' |
| Debt conversion, price per share | ' | ' | $0.05 | ' | ' | ' | ' | ' |
| Conversion price, percent of stock price | ' | ' | 70.00% | ' | ' | ' | ' | ' |
| Number of trading days preceding any conversion | ' | ' | 25 | ' | ' | ' | ' | ' |
| Beneficial conversion recorded on convertible note | ' | ' | 31,735 | ' | ' | ' | ' | ' |
| Discount | ' | ' | $22,000 | ' | ' | ' | ' | ' |
ACCRUED_EXPENSES_Details
| ACCRUED EXPENSES (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
| Sep. 30, 2013 | Dec. 31, 2012 | Mar. 01, 2013 | |
| ACCRUED EXPENSES [Abstract] | ' | ' | ' |
| Accrued expenses | $6,520 | $37,005 | ' |
| Salary | 166,594 | 45,960 | ' |
| Accrued settlement costs - paid for in common stock | 172,000 | 652,500 | ' |
| Accrued consulting costs - paid for in common stock | ' | 225,000 | 135,000 |
| Accrued interest | 17,498 | ' | ' |
| Total accrued expenses | 362,612 | 960,465 | ' |
| Shares issued for accrued settlement costs | 4,500,000 | ' | ' |
| Shares issued for accrued consulting costs | 1,500,000 | ' | ' |
| Consulting agreement, monthly fee | 2,500 | 10,000 | ' |
| Consulting agreement, shares issuable | 100,000 | 3,000,000 | ' |
| Consulting agreeement, warrants issuable | 100,000 | ' | ' |
| Consulting agreement, fair value | 37,000 | ' | ' |
| Consulting agreement, accrued expense | $37,000 | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
| RELATED PARTY TRANSACTIONS (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
| Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
| RELATED PARTY TRANSACTIONS [Abstract] | ' | ' | ' |
| Advances to related party | $89,422 | $89,422 | $89,422 |
| Promissory note payable | 89,422 | 89,422 | ' |
| Interest rate | ' | 5.50% | ' |
| Periodic principal payments to be paid in six installments | ' | 14,966 | ' |
| Net sales from related party | $0 | $4,693 | ' |
| Ownership percentage in related party | ' | 32.00% | ' |
COMMITMENTS_AND_CONTINGENCIES_
| COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||
| Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Mar. 01, 2013 | Dec. 19, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 01, 2015 | Oct. 01, 2014 | Jan. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
| WBCP License Agreement [Member] | WBCP License Agreement [Member] | WBCP License Agreement [Member] | WBCP License Agreement [Member] | WBCP License Agreement [Member] | WBCP License Agreement [Member] | Board of Directors [Member] | Board of Directors [Member] | Board of Directors [Member] | Design Services [Member] | Design Services [Member] | Design Services [Member] | AMHC [Member] | Independent Third Party [Member] | |||||||
| COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Management services agreement, monthly fee | ' | ' | ' | ' | $27,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Management service agreement, term | ' | ' | ' | ' | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Consulting agreement, term | ' | ' | ' | ' | '9 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Consulting agreement, extension | ' | ' | ' | ' | '180 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Consulting agreement, retainer | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Consulting agreement, monthly fee | ' | ' | 2,500 | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Consulting agreement, deferral until capital raise amount | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Consulting agreement, shares issuable | ' | ' | 100,000 | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Consulting agreement, shares issuable on demand | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Consulting agreement, shares issuable on specific date | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Accrued consulting costs - paid for in common stock | ' | ' | ' | ' | 225,000 | 135,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Prepaid consulting costs | ' | ' | ' | ' | 225,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Consulting expense | ' | ' | 278,616 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Consideration payable | ' | ' | ' | ' | ' | ' | ' | 50,000 | 50,000 | 25,000 | 50,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
| Payment for license rights | ' | ' | ' | ' | ' | ' | 20,000 | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Sales commission, minimum percentage of individual sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' |
| Sales commission, maximum percentage of individual sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' |
| Royalty, percentage of all sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | 2.00% | ' | ' | ' | ' |
| Royalty expense | ' | ' | ' | ' | ' | ' | ' | 27,000 | 75,000 | ' | ' | ' | 43,000 | 41,000 | ' | 8,465 | 2,500 | ' | ' | ' |
| Settlement, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | 1,500,000 |
| Settlement liability | ' | ' | ' | ' | 652,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Monthly draw against commission or royalty | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000 | ' | ' | 3,000 | ' | ' | ' | ' |
| Prepaid expenses | ' | ' | ' | ' | ' | ' | ' | 75,000 | 75,000 | ' | ' | ' | ' | ' | 28,000 | ' | ' | 17,000 | ' | ' |
| Cost of goods | $3,275 | $244,154 | $252,214 | $479,736 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_Narrative_
| STOCKHOLDERS' EQUITY (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||||
| Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 19, 2013 | Nov. 14, 2013 | Sep. 20, 2013 | 17-May-13 | Apr. 12, 2013 | Dec. 31, 2012 | |
| Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | 10,000,000 |
| Preferred stock, par value per share | $0.10 | $0.10 | ' | ' | ' | ' | ' | ' | $0.10 |
| Subscription agreement, investment | ' | ' | ' | $20,000 | $340,500 | $500,000 | $500,000 | $1,000,000 | ' |
| Subscription agreement, number of Series C Preferred shares | ' | ' | ' | ' | ' | 5,000,000 | ' | 5,000,000 | ' |
| Subscription agreement, common shares issuable upon conversion of preferred stock | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' |
| Subscription agreement, number of common shares | ' | ' | ' | ' | ' | ' | 15,000,000 | 15,000,000 | ' |
| Subscription agreement, number of common shares called by warrants | ' | ' | ' | ' | ' | 250,000 | 250,000 | 500,000 | ' |
| Proceeds from subscription agreement, second tranche | ' | 320,500 | ' | ' | ' | ' | ' | ' | ' |
| Common Stock, shares authorized | 150,000,000 | 150,000,000 | ' | ' | ' | ' | ' | ' | 150,000,000 |
| Common Stock, par value per share | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | $0.00 |
| Number of shares issued for business acquisition | ' | ' | 83,514,827 | ' | ' | ' | ' | ' | ' |
| Dissenting Shareholder, cash at closing | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' |
| Dissenting Shareholder, cash within 90 days | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' |
| Dissenting shareholder, interest rate for accrued interest payable | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' |
| Dissenting Shareholder, shares issuable | ' | ' | 612,953 | ' | ' | 50,000 | ' | ' | ' |
| Dissenting Shareholder, fair value of shares issuable | ' | ' | 20,000 | ' | ' | 5,500 | ' | ' | ' |
| Authorized grants increase | ' | 13,350,000 | ' | ' | ' | ' | ' | ' | ' |
| Options to acquire shares not expected to vest | 766,190 | 766,190 | ' | ' | ' | ' | ' | ' | 3,064,764 |
| Common shares issued for settlement | ' | 5,500 | ' | ' | ' | ' | ' | ' | ' |
| Common shares issued for accrued settlement costs | ' | 652,500 | ' | ' | ' | ' | ' | ' | ' |
| Common shares returned by founder, shares | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
| Shares cancelled due to dissenters right | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Series A Preferred Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Preferred stock, shares authorized | 425,000 | 425,000 | ' | ' | ' | ' | ' | ' | 425,000 |
| Voting rights | ' | 8 | ' | ' | ' | ' | ' | ' | ' |
| Number of shares issued for each share of convertible preferred stock that is converted prior to 'Financial Milestones' being reached | ' | ' | ' | ' | ' | 8 | ' | ' | ' |
| Number of shares issued for each share of convertible preferred stock that is converted after 'Financial Milestones' are reached and before October 8, 2013 deadline | ' | ' | ' | ' | ' | 28.8 | ' | ' | ' |
| Number of shares issued for each share of convertible preferred stock that is converted after 'Financial Milestones' are reached and after October 8, 2013 deadline. | ' | ' | ' | ' | ' | 8 | ' | ' | ' |
| Series C Preferred Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ' | ' | ' | 5,000,000 | ' | ' | ' |
| Voting rights | ' | 3 | ' | ' | ' | ' | ' | ' | ' |
| Common Stock, shares authorized | ' | ' | ' | ' | ' | 200,000,000 | ' | ' | ' |
STOCKHOLDERS_EQUITY_Stock_Opti
| STOCKHOLDERS' EQUITY (Stock Option Activity) (Narrative) (Details) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
| Sep. 30, 2013 | Apr. 12, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2012 | |
| 2009 Plan [Member] | 2009 Plan [Member] | 2012 Plan [Member] | 2012 Plan [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | ||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Shares authorized under plan | ' | ' | ' | 650,000 | 7,000,000 | 4,500,000 | 11,500,000 | ' | ' | ' | ' | ' | ' | ' |
| Options outstanding | ' | ' | ' | 650,000 | ' | 2,266,190 | ' | 3,324,764 | ' | 3,324,764 | ' | ' | ' | 6,739,528 |
| Authorized grants increase | 13,350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Options to acquire shares not expected to vest | 766,190 | ' | 3,064,764 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Share-based compensation expense, amount allocated | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11,574 | ' | ' | ' | ' |
| Share-based compensation expense, amount not yet recognized | 42,159 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Share-based compensation expense, period of recognition | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Number of shares called by warrants | ' | ' | ' | ' | ' | ' | ' | 150,000 | 6,129,528 | 150,000 | 6,129,528 | ' | ' | ' |
| Warrant term | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '3 years | ' | ' | ' |
| Exercise price of warrants | ' | 0.12 | ' | ' | ' | ' | ' | ' | 0.0326 | ' | 0.0326 | 0.09 | 0.11 | ' |
| Number of shares vesting in 2013 upon the achievement of certain performance objectives, subsequently cancelled | ' | ' | ' | ' | ' | ' | ' | ' | 3,064,764 | ' | 3,064,764 | ' | ' | ' |
| Number of shares vesting in 2014 upon the achievement of certain performance objectives | ' | ' | ' | ' | ' | ' | ' | ' | 3,064,764 | ' | 3,064,764 | ' | ' | ' |
| Contributed services | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | $0 | $50,000 | ' | ' | ' |
STOCKHOLDERS_EQUITY_Schedule_o
| STOCKHOLDERS EQUITY (Schedule of Stock Option Activity) (Details) (USD $) | 9 Months Ended |
| Sep. 30, 2013 | |
| Shares Under Options | ' |
| Granted | ' |
| Stock Options [Member] | ' |
| Shares Under Options | ' |
| Outstanding, beginning balance | 2,916,190 |
| Granted | ' |
| Exercised | ' |
| Forfeited/Cancelled | ' |
| Outstanding, ending balance | 2,916,190 |
| Vested or Expected to Vest | 2,150,000 |
| Exercisable | 2,150,000 |
| Weighted Average Exercise Price | ' |
| Outstanding, beginning balance | 0.11 |
| Granted | ' |
| Exercised | ' |
| Forfeited/Cancelled | ' |
| Outstanding, ending balance | 0.11 |
| Vested or Expected to Vest | 0.14 |
| Exercisable | 0.14 |
| Outstanding, weighted average remaining contractual life | '2 years 3 months 4 days |
| Vested or Expected to Vest, weighted average remaining contractual life | '2 years 5 months 9 days |
| Exercisable, weighted average remaining contractual life | '2 years 5 months 9 days |
| Outstanding, aggregate intrinsic value | 75,796 |
| Vested or Expected to Vest, aggregate intrinsic value | 26,250 |
| Exercisable, aggregate intrinsic value | 26,250 |
| Warrants [Member] | ' |
| Shares Under Options | ' |
| Outstanding, beginning balance | 6,739,528 |
| Granted | 150,000 |
| Exercised | ' |
| Forfeited/Cancelled | 3,564,764 |
| Outstanding, ending balance | 3,324,764 |
| Vested or Expected to Vest | 260,000 |
| Exercisable | 260,000 |
| Weighted Average Exercise Price | ' |
| Outstanding, beginning balance | 0.05 |
| Granted | 0.1 |
| Exercised | ' |
| Forfeited/Cancelled | 0.04 |
| Outstanding, ending balance | 0.07 |
| Vested or Expected to Vest | 0.11 |
| Exercisable | 0.11 |
| Outstanding, weighted average remaining contractual life | '1 year 10 months 21 days |
| Vested or Expected to Vest, weighted average remaining contractual life | '2 years 6 months 11 days |
| Exercisable, weighted average remaining contractual life | '2 years 6 months 11 days |
| Outstanding, aggregate intrinsic value | 0 |
| Vested or Expected to Vest, aggregate intrinsic value | 0 |
| Exercisable, aggregate intrinsic value | 0 |
STOCKHOLDERS_EQUITY_Schedule_o1
| STOCKHOLDERS EQUITY (Schedule of Nonvested Stock Option Activity) (Details) (USD $) | 9 Months Ended |
| Sep. 30, 2013 | |
| Number of Options | ' |
| Nonvested options, beginning balance | 766,190 |
| Granted | ' |
| Vested | ' |
| Forfeited/cancelled | ' |
| Nonvested options, ending balance | 766,190 |
| Weighted Average Grant Date Fair Value | ' |
| Nonvested options, beginning balance | $0.06 |
| Granted | ' |
| Vested | ' |
| Forfeited/cancelled | ' |
| Nonvested options, ending balance | $0.06 |
INCOME_TAXES_Details
| INCOME TAXES (Details) (USD $) | 9 Months Ended |
| Sep. 30, 2013 | |
| INCOME TAXES [Abstract] | ' |
| Income tax benefit | ($1,575,000) |
| Change in valuation allowance | $0 |
SUBSEQUENT_EVENTS_Details
| SUBSEQUENT EVENTS (Details) (USD $) | Nov. 06, 2013 | Sep. 30, 2013 | Apr. 12, 2013 | Dec. 31, 2012 |
| Subsequent Event [Line Items] | ' | ' | ' | ' |
| Capital raise amount | $500,000 | ' | ' | ' |
| Exercise price of warrants | ' | ' | 0.12 | ' |
| Common Stock, shares authorized | ' | 150,000,000 | ' | 150,000,000 |
| Preferred stock, shares authorized | ' | 10,000,000 | ' | 10,000,000 |
| Preferred stock, par value per share | ' | $0.10 | ' | $0.10 |
| Investment Agreement [Member] | ' | ' | ' | ' |
| Subsequent Event [Line Items] | ' | ' | ' | ' |
| Number of units | 200,000 | ' | ' | ' |
| Price per unit | $2.50 | ' | ' | ' |
| Preferred shares per unit | 1 | ' | ' | ' |
| Warrants per unit | 100 | ' | ' | ' |
| Exercise price of warrants | 0.05 | ' | ' | ' |
| Common Stock, shares authorized | 500,000,000 | ' | ' | ' |
| Series D Preferred Stock [Member] | ' | ' | ' | ' |
| Subsequent Event [Line Items] | ' | ' | ' | ' |
| Preferred stock, shares authorized | 200,000 | ' | ' | ' |