Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 12-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Thinspace Technology, Inc. | |
Entity Central Index Key | 1393935 | |
Amendment Flag | FALSE | |
Trading Symbol | thns | |
Current Fiscal Year End Date | -19 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 104,488,675 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $166,191 | $135,965 |
Accounts receivable | 516,016 | 158,329 |
Inventory | 95,703 | 100,637 |
Prepaid expenses and other current assets | 7,009 | 17,058 |
Total current assets | 784,919 | 411,989 |
Fixed assets, net of accumulated depreciation of $75,133 and $73,396, respectively | 25,737 | 31,272 |
Intangible assets, net of accumulated amortization of $481,837 and $489,221, respectively | 122,701 | 142,799 |
Other assets | 101,178 | 104,683 |
Total assets | 1,034,535 | 690,743 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,089,488 | 1,627,641 |
Income taxes payable | 29,000 | 29,000 |
Deferred revenue | 673,697 | 773,163 |
Loans and notes payable, current portion | 478,837 | 469,400 |
Convertible notes payable, net of discount of $243,647 and $0, respectively | 317,284 | |
Derivative liabilities | 12,142,152 | 12,173,986 |
Total current liabilities | 15,730,458 | 15,073,190 |
Deferred revenue, long term | 190,903 | 202,826 |
Convertible notes payable, net of discount of $1,380,201 and $1,247,035, respectively | 714,796 | 849,396 |
Loans payable | 13,953 | |
Total liabilities | 16,636,157 | 16,139,365 |
Stockholders' deficit | ||
Common stock authorized 500,000,000 shares, $0.001 par value, 98,381,445 shares issued and outstanding | 98,381 | 98,381 |
Additional paid in capital | 6,991,204 | 6,890,970 |
Accumulated deficit | -22,684,907 | -22,414,873 |
Accumulated other comprehensive income (loss) | -7,047 | -23,847 |
Total stockholders' deficit | -15,601,622 | -15,448,622 |
Total liabilities and stockholders' deficit | 1,034,535 | 690,743 |
Preferred Stock, Undesignated | ||
Stockholders' deficit | ||
Preferred stock, value | ||
Preferred Stock, Series B | ||
Stockholders' deficit | ||
Preferred stock, value | 75 | 75 |
Preferred Stock,Series C | ||
Stockholders' deficit | ||
Preferred stock, value | $672 | $672 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Accumulated depreciation (in dollars) | $75,133 | $73,396 |
Accumulated amortization (in dollars) | 481,837 | 489,221 |
Discount on convertible notes payable, current | 243,647 | 0 |
Discount on convertible notes payable | $1,380,201 | $1,247,035 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 98,381,445 | 98,381,445 |
Common stock, shares outstanding | 98,381,445 | 98,381,445 |
Preferred Stock, Undesignated | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 49,253,000 | 49,253,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Preferred Stock, Series B | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 75,000 | 75,000 |
Preferred stock, shares issued | 75,000 | 75,000 |
Preferred stock, shares outstanding | 75,000 | 75,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 672,000 | 672,000 |
Preferred stock, shares issued | 672,000 | 672,000 |
Preferred stock, shares outstanding | 672,000 | 672,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | $790,306 | $784,608 |
Cost of goods sold | 362,266 | 115,679 |
Gross profit | 428,040 | 668,929 |
Operating expense: | ||
Selling, general and administrative | 996,859 | 1,188,574 |
Depreciation and amortization | 19,629 | 19,784 |
Total operating expense | 1,016,488 | 1,208,358 |
Loss from operations | -588,448 | -539,429 |
Gain (loss) on change in fair value of derivative liability | 1,171,320 | -21,752,944 |
Gain on conversion of debt | 155,129 | |
Interest expense | -852,906 | -3,784,885 |
Loss before provision for income taxes | -270,034 | -25,922,129 |
Provision for income taxes | ||
Net loss | -270,034 | -25,922,129 |
Preferred dividend | -1,875 | -1,875 |
Net loss attributable to common shareholders | -271,909 | -25,924,004 |
Basic and diluted loss per share | $0 | ($0.29) |
Weighted average shares outstanding, Basic and diluted | 98,381,445 | 89,934,196 |
Comprehensive loss: | ||
Net loss | -270,034 | -25,922,129 |
Foreign currency translation adjustments | 16,800 | -7,097 |
Comprehensive loss | ($253,234) | ($25,929,226) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | ($270,034) | ($25,922,129) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 19,629 | 19,784 |
Amortization of prepaid stock based compensation | 312,500 | |
Stock based compensation | 102,109 | |
Gain on conversion of debt | -155,129 | |
Change in fair value of derivative liability | -1,171,320 | 21,752,944 |
Amortization of debt discount | 773,920 | 3,756,944 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -371,145 | 75,032 |
Inventory | 4,934 | -10,579 |
Prepaid expenses and other current assets | 9,735 | -291,830 |
Other assets | -934 | -7,000 |
Accounts payable and accrued expenses | 481,228 | -55,835 |
Deferred revenue | -97,294 | -336,334 |
Net cash used in operating activities | -519,172 | -861,633 |
Cash flows from investing activities: | ||
Cash paid for fixed assets | -3,748 | |
Net cash used in investing activities | -3,748 | |
Cash flows from financing activities: | ||
Proceeds from sale of preferred stock | 472,000 | |
Proceeds from notes payable | 640,650 | 300,000 |
Repayments of notes payable | -92,400 | |
Repayment of loan | -3,543 | -3,735 |
Payment of accrued preferred dividends | -1,800 | |
Repayments to related parties | -38,900 | |
Net cash provided by financing activities | 542,907 | 729,365 |
Effect of exchange rate changes on cash | 6,491 | -5,928 |
Net increase (decrease) in cash | 30,226 | -141,944 |
Cash, beginning of period | 135,965 | 341,031 |
Cash, end of period | 166,191 | 199,087 |
Supplemental Schedule of Cash Flow Information: | ||
Cash paid for interest | 17,475 | 334 |
Non-cash investing and financing activities: | ||
Derivative liability of debt issued | 1,139,486 | 2,729,757 |
Fair value of common stock issued upon conversion of notes | 1,012,968 | |
Note payable converted to common stock | 191,184 | |
Accrued interest converted to common stock | 11,410 | |
Derivative liability reclassified to equity upon conversion of debt | 1,012,880 | |
Common stock issued as payment of prepaid consulting fees | $1,250,000 |
Organization_and_Line_of_Busin
Organization and Line of Business | 3 Months Ended | |
Mar. 31, 2015 | ||
Organization and Line of Business [Abstract] | ||
ORGANIZATION AND LINE OF BUSINESS | NOTE 1 - ORGANIZATION AND LINE OF BUSINESS | |
COMPANY OVERVIEW | ||
Nature of Operations | ||
THINSPACE TECHNOLOGY, INC. (formerly Vanity Events Holding, Inc.) (the “Company”, “Thinspace” “we”, “us” or “our”), was organized as a Delaware corporation on August 25, 2004, and is a holding company. We are a cloud computing company that develops software productivity solutions that allow our customers secure access to centrally managed desktop or software applications and to work and collaborate from anywhere, accessing enterprise apps and data on any of the latest devices, as easily as they would in their own office- simply and securely. | ||
The Company’s principal activity is the development and sale of network software. The company has a desktop virtualization solution suite, named skySpace, offering 5 key products: | ||
• | skyDesk - a simple management software solution for Microsoft remote desktop users. | |
• | skyGate – software solution that allows secure remote access to applications and data from outside of the corporate network. | |
• | skyView – provides access to applications or Windows desktops from a browser on any device, including iPad, iPhone or Android tablet or Smartphone. | |
• | skyDirect – a virtual desktop infrastructure (VDI) software solution that allows secure fast access to hosted virtual desktops. | |
• | skyPoint – A branded hardware thin client endpoint aimed for the enterprise and corporate market. | |
We sell directly to independent software vendors and Application Service Providers (ASPs) and to end users through a chain of distributors and resellers. Our larger customers are predominantly large businesses based around the world, with a concentration in North America, the Far East and India. | ||
Our operating subsidiaries are Thinspace Technology Ltd (“Thinspace UK”), organized and operating in the United Kingdom, and Thinspace Technology Ltd. (“Thinspace US”), a Nevada corporation formed on August 24, 2010 and operating in the states of Florida and Texas. | ||
BASIS OF PRESENTATION AND GOING CONCERN | ||
Basis of Presentation | ||
We have incurred a net loss of $270,034 for the three months ended March 31, 2015. As of March 31, 2015 we have negative working capital of $14,945,539 and a stockholders’ deficit of $15,601,622. As a result, there is substantial doubt about the Company’s ability to continue as a going concern at March 31, 2015. | ||
Management has implemented its business plan to add new products, increase marketing activities and, as a result, increase revenue. Our ability to continue to implement our current business plan and continue as a going concern ultimately is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and to achieve profitable operations. | ||
There can be no assurances that funds will be available to the Company when needed or, if available, that such funds will be available under favorable terms. In the event that the Company is unable to generate adequate revenues to cover expenses and cannot obtain additional funds in the near future, the Company may seek protection under bankruptcy laws. To date, management has not considered this alternative, nor does management view it as a likely occurrence, since the Company is progressing with various potential sources of new capital and we anticipate a successful outcome from these activities. However, capital markets remain difficult and there can be no certainty of a successful outcome from these activities. | ||
The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
PRINCIPLES OF CONSOLIDATION | |||||||||||||||||
The unaudited condensed consolidated financial statements include the accounts of Thinspace Technology, Inc. and its wholly-owned subsidiaries, Thinspace UK and Thinspace US. All material inter-company accounts and transactions have been eliminated. | |||||||||||||||||
USE OF ESTIMATES | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||||||
For the purpose of the statements of cash flows, we consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. | |||||||||||||||||
ACCOUNTS RECEIVABLE | |||||||||||||||||
Accounts receivable are reported at the customers' outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. The Company evaluates receivables on a regular basis for potential reserve. The accounts receivable balances of $516,016 and $158,329 as of March 31, 2015 and December 31, 2014, respectively, do not include an allowance for doubtful accounts as the Company anticipates payment on all accounts within the next fiscal year. The Company routinely evaluates accounts receivable for uncollectible amounts. | |||||||||||||||||
REVENUE RECOGNITION | |||||||||||||||||
The Company is party to certain volume licensing arrangements that include a perpetual license for current products combined with rights to receive unspecified future versions of software products, which the Company has determined are additional software products and are therefore accounted for as subscriptions, with billings recorded as unearned revenue and recognized as revenue ratably over the coverage period. Arrangements that include term based licenses for current products with the right to use unspecified future versions of the software during the coverage period are also accounted for as subscriptions, with revenue recognized ratably over the coverage period. | |||||||||||||||||
Revenue from cloud-based services arrangements that allow for the use of a hosted software product or service over a contractually determined period of time without taking possession of software are accounted for as subscriptions with billings recorded as unearned revenue and recognized as revenue ratably over the coverage period beginning on the date the service is made available to customers. | |||||||||||||||||
Some volume licensing arrangements include time-based subscriptions for cloud-based services and software offerings that are accounted for as subscriptions. These arrangements are considered multiple element arrangements. However, because all elements are accounted for as subscriptions and have the same coverage period and delivery pattern, they have the same revenue recognition timing. | |||||||||||||||||
DEFERRED REVENUE | |||||||||||||||||
Deferred revenue related to support and maintenance is recorded in a manner consistent with the Company’s revenue recognition policy. The Company typically enters into one-year upgrade and maintenance contracts with its customers. The upgrade and maintenance contracts are generally paid in advance but can be billed monthly or quarterly. The Company defers such payment and recognizes revenue ratably over the contract period. | |||||||||||||||||
INVENTORY | |||||||||||||||||
The Company values its inventory at the lower of cost (first-in, first-out) or market. The Company uses estimates and judgments regarding the valuation of inventory to properly value inventory. Inventory adjustments are made for the difference between the cost of the inventory and the estimated realizable value and charged to cost of goods sold in the period in which the facts that give rise to the adjustments become known. | |||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||||||
Our short-term financial instruments, including cash, accounts receivable and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their terms. | |||||||||||||||||
Fair value measurements | |||||||||||||||||
ASC 820 “Fair Value Measurements and Disclosure” establishes a framework for measuring fair value and expands disclosure about fair value measurements. | |||||||||||||||||
ASC 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used: | |||||||||||||||||
Level 1 – Quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, 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 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. | |||||||||||||||||
In accordance with ASC 820, the following table represents the Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis as of March 31, 2015: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities | |||||||||||||||||
Conversion derivative liabilities | $ | - | $ | - | $ | 12,142,152 | $ | 12,142,152 | |||||||||
Total Liabilities | $ | - | $ | - | $ | 12,142,152 | $ | 12,142,152 | |||||||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (conversion and warrant derivative liabilities) for the three months ended March 31, 2015. | |||||||||||||||||
2015 | |||||||||||||||||
Balance at beginning of year | $ | 12,173,986 | |||||||||||||||
Additions to derivative instruments | 1,139,486 | ||||||||||||||||
Change in fair value of derivative liabilities | (1,171,320 | ) | |||||||||||||||
Balance at end of period | $ | 12,142,152 | |||||||||||||||
The following is a description of the valuation methodologies used for these items: | |||||||||||||||||
Conversion derivative liability — these instruments consist of certain of our notes which are convertible based on a discount to the market value of our common stock. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life. | |||||||||||||||||
CONCENTRATIONS OF CREDIT RISK | |||||||||||||||||
The Company performs ongoing credit evaluations of its customers. At March 31, 2015, one customer accounted for 77% of accounts receivable. | |||||||||||||||||
The Company maintains cash and cash equivalents with major financial institutions. Cash held in US bank accounts is insured up to $250,000 at each institution. Cash held in UK bank accounts is insured up to £85,000 (approximately $126,000 at March 31, 2015) at each institution for each entity. At times, cash balances may exceed the insured limits. The Company has not experienced any loss on these accounts. The balances are maintained in demand accounts to minimize risk. | |||||||||||||||||
RESEARCH AND DEVELOPMENT | |||||||||||||||||
Expenses related to present and future products are expensed as incurred. | |||||||||||||||||
FOREIGN CURRENCY TRANSLATION | |||||||||||||||||
The financial statements of the Company’s U.K. subsidiary, Thinspace UK, are measured using the British Pound as the functional currency. Assets, liabilities and equity accounts of the company are translated at exchange rates as of the balance sheet date or historical acquisition date, depending on the nature of the account. Revenues and expenses are translated at average rates of exchange in effect throughout the year. The resulting cumulative translation adjustments have been recorded as a separate component of stockholders' equity. The financial statements are presented in United States of America dollars. | |||||||||||||||||
LOSS PER SHARE | |||||||||||||||||
We use ASC 260, “Earnings Per Share” for calculating the basic and diluted income (loss) per share. We compute basic income (loss) per share by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding. | |||||||||||||||||
Dilutive common stock equivalents consist of shares issuable upon conversion of debt and preferred stock and the exercise of our stock warrants. There were 290,158,353 common share equivalents at March 31, 2015 and 171,022,597 at March 31, 2014, which have been excluded from the computation of the weighted average diluted shares. | |||||||||||||||||
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |||||||||||||||||
Recent accounting pronouncements issued by the FASB and the SEC did not, or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Convertible_Notes_Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2015 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 3 – CONVERTIBLE NOTES PAYABLE |
IBC Funds 2015 Financings | |
During January and February of 2015 the Company received additional funds, aggregating $167,000, pursuant to a Securities Purchase Agreement with IBC Funds, LLC (“IBC Funds”) dated May 29, 2014 in which the Company sold to IBC Funds an 8% convertible debenture in the principal amount of up to $617,500. The debenture matures on the third anniversary of the date of issuance and bears interest a rate of 8% per annum, payable semi-annually and on the maturity date. IBC Funds may convert, at any time, the outstanding principal and accrued interest on the debenture into shares of the Company’s common stock, at a conversion price per share at 40% of the lowest closing bid price for the Company’s common stock during the previous 20 trading days. The conversion price is subject to adjustment in the event of sales by the Company of common stock or securities convertible into common stock at a price per share lower than the then-effective conversion price, to such lower price, subject to certain exceptions. A total of $617,000 has been received pursuant to this debenture. | |
During March 2015 the Company received additional funds, aggregating $100,000, pursuant to a Securities Purchase Agreement originally entered into with Greystone Capital Partners, Inc. (“Greystone”) dated May 29, 2014 in which the Company sold to Greystone Funds an 8% convertible debenture in the principal amount of up to $617,500. Greystone has assigned $100,000 of this debenture to IBC Funds. The debenture matures on the third anniversary of the date of issuance and bears interest a rate of 8% per annum, payable semi-annually and on the maturity date. IBC Funds may convert, at any time, the outstanding principal and accrued interest on the debenture into shares of the Company’s common stock, at a conversion price per share at 40% of the lowest closing bid price for the Company’s common stock during the previous 20 trading days. The conversion price is subject to adjustment in the event of sales by the Company of common stock or securities convertible into common stock at a price per share lower than the then-effective conversion price, to such lower price, subject to certain exceptions. A total of $156,000 has been received pursuant to this debenture, $100,000 from IBC Funds in 2015 and $56,000 from Greystone in 2014. | |
LG Capital March 19, 2015 Financing | |
On March 20, 2015, the Company entered into and closed a securities purchase agreement with LG Capital Funding, LLC (“LG Capital”), pursuant to which the Company issued and sold to LG Capital an 8% convertible redeemable note in the principal amount of $137,500 for a purchase price of $131,250. The note matures on the one year anniversary of the date of issuance and bears interest a rate of 8% per annum, payable on the maturity date. LG Capital may convert, at any time, the outstanding principal and accrued interest on the note into shares of the Company’s common stock, at a conversion price equal to 70% of the average of the 5 lowest closing prices of the common stock for the twenty prior trading days including the day upon which a notice of conversion is received by the Company. | |
Iconic Holdings March 23, 2015 Financing | |
On March 23, 2015, the Company entered into and closed a securities purchase agreement with Iconic Holdings, LLC (“Iconic”), pursuant to which the Company issued and sold to Iconic a 6% convertible debenture in the principal amount of $50,000 for a purchase price of $50,000. The note matures on the one year anniversary of the date of issuance and bears interest a rate of 6% per annum, payable on the maturity date. Iconic may convert, at any time, the outstanding principal and accrued interest on the note into shares of the Company’s common stock, at a conversion price equal to 70% of the average of the 5 lowest closing prices of the common stock for the twenty prior trading days including the day upon which a notice of conversion is received by the Company. | |
Black Mountain March 23, 2015 Financing | |
On March 23, 2015, the Company entered into, and on March 25, 2015, the Company closed a securities purchase agreement with Black Mountain Equities, Inc. (“Black Mountain”), pursuant to which the Company sold to Black Mountain a 10% convertible note in the principal amount of $105,000 for a purchase price of $100,000. The note matures on the two year anniversary of the date of issuance and bears interest a rate of 10% of principal, payable on the maturity date. Black Mountain may convert, at any time, the outstanding principal and accrued interest on the note into shares of the Company’s common stock, at a conversion price equal to the lesser of (a) $0.17 or (b) 70% of the average of the three lowest closing bids occurring during the twenty consecutive trading days immediately preceding the applicable conversion date. | |
The conversion features of the debentures described above contain a variable conversion rate. As a result, we have classified the conversion features as derivative liabilities in the financial statements. Upon issuance, we have recorded conversion feature liabilities of $993,260. The value of the conversion feature liabilities was determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rates of between 0.265 - 0.50%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of between 168% - 210%; and (4) expected lives of 1 - 2 years. The Company has allocated $546,077 to debt discount, to be amortized over the life of the debt, with the balance of $447,183 being charged to expense at issue. |
Derivative_Liabilities
Derivative Liabilities | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Derivative Liabilities [Abstract] | |||||||||||||||||||||||||||||
DERIVATIVE LIABILITIES | NOTE 4 –DERIVATIVE LIABILITIES | ||||||||||||||||||||||||||||
The Company has identified certain embedded derivatives related to its convertible debentures, convertible preferred stock and a debt purchase agreement. Since certain of the debentures, the preferred stock and the debt settlement agreement are convertible into a variable number of shares, the conversion features of those debentures are recorded as derivative liabilities. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to adjust to fair value as of each subsequent balance sheet date. | |||||||||||||||||||||||||||||
Convertible Debentures and Debt Settlement Agreement | |||||||||||||||||||||||||||||
At March 31, 2015, we recalculated the fair value of the embedded conversion feature of our notes and debt settlement agreement subject to derivative accounting and have determined that their fair value at March 31, 2015 was $9,739,180. The value of the conversion liabilities was determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 0.265% - 0.50%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of between 168% - 214% and (4) an expected life of 1 - 2.16 years. We recorded income of $830,970 during the three months ended March 31, 2015 related to the change in fair value. | |||||||||||||||||||||||||||||
During the three months ended March 31, 2015 we recorded additions to our derivative conversion liabilities related to the conversion feature attributable to interest accrued during the period. These additions aggregated $146,226 for the three months ended March 31, 2015, which has been charged to interest expense. | |||||||||||||||||||||||||||||
Convertible Preferred Stock | |||||||||||||||||||||||||||||
At March 31, 2015, we recalculated the fair value of the embedded conversion feature of our Series B and Series C preferred stock subject to derivative accounting and have determined that the fair value at March 31, 2015 was $2,365,679. The value of the conversion liabilities was determined using the Black-Scholes method based on the following weighted average assumptions: (1) risk free interest rate of 0.265%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 170% and (4) an expected life of 1.03 years. We recorded income of $337,233 during the three months ended March 31, 2015 related to the change in fair value. | |||||||||||||||||||||||||||||
Derivative liability activity for the three months ended March 31, 2015 is summarized as follows: | |||||||||||||||||||||||||||||
Balance at December 31, 2014 | Additions | Modifications | Conversions | Reclassifications | Change in Value | Balance at March 31, 2015 | |||||||||||||||||||||||
Convertible notes, interest and debt settlement | $ | 9,471,074 | $ | 1,139,486 | $ | - | $ | - | $ | - | $ | (834,087 | ) | $ | 9,776,473 | ||||||||||||||
Convertible preferred stock | 2,702,912 | - | - | - | - | (337,233 | ) | 2,365,679 | |||||||||||||||||||||
$ | 12,173,986 | $ | 1,139,486 | $ | - | $ | - | $ | - | $ | (1,171,320 | ) | $ | 12,142,152 |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY |
Preferred Stock | |
The Company is authorized to issue 50,000,000 shares of preferred stock, with par value of $0.001 per share, of which 75,000 shares have been designated as Series B 10% Convertible preferred stock, with par value of $0.001 per share, and 672,000 shares have been designated as Series C Convertible preferred stock. There were 75,000 Series B shares and 672,000 Series C shares issued and outstanding as of March 31, 2015. | |
Common Stock | |
The Company is authorized to issue 500,000,000 shares of common stock, with par value of $0.001 per share. As of March 31, 2015 and December 31, 2014, there were 98,381,445 shares of common stock issued and outstanding. | |
During May 2014 we issued a stock grant to an employee in the amount of 200,000 shares of common stock, valued at $34,000. The grant vests upon the two year anniversary, on May 29, 2016. The expense will be recorded over that two year period. We have recorded an expense of $4,250 for the three month ended March 31, 2015. | |
Options Outstanding | |
We have recorded an expense for employee options of $97,859 for the three months ended March 31, 2015. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 - COMMITMENTS AND CONTINGENCIES |
LEASE | |
We currently occupy office space pursuant to various short term leases expiring in 2015. | |
Rent expense for the three months ended March 31, 2015 and 2014 was $20,458 and $37,283, respectively. | |
LITIGATION | |
From time to time, the Company and its subsidiaries may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company and its subsidiaries are currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 - SUBSEQUENT EVENTS |
Common Shares Issued | |
During the month of April 2015, we issued 4,509,112 shares of common stock upon the conversion of $106,000 of note principal and $16,534 of accrued interest. | |
During the month of May 2015, we issued 1,598,120 shares of common stock upon the conversion of $15,000 of note principal and $7,022 of accrued interest. | |
Debt Financings | |
On April 6, 2015, the Company issued and sold to RDW Capital , LLC (“RDW”) a 6% convertible debenture in the principal amount of $105,000 for a purchase price of $100,000. The debenture is convertible into the Company’s common stock at a conversion price equal to 65% of the average of the 3 lowest closing prices of the common stock for the twenty trading days prior to conversion. Repayment of the debenture is due one year from the date of issuance. | |
On April 9, 2015, the Company entered into and closed a securities purchase agreement with St. George Investments LLC (“St. George”), pursuant to which the Company issued and sold to St. George a 8% convertible promissory note in the principal amount of $107,500 for a purchase price of $100,000. The note is convertible into the Company’s common stock at a conversion price equal to 65% of the lowest closing bid price of the common stock for the twenty trading days prior to conversion. Repayment of the note is due one year from the date of issuance. | |
On April 10, 2015, the Company entered into and closed a securities purchase agreement with Blue Citi PR (“Blue Citi”), pursuant to which the Company issued and sold to Blue Citi a 8% convertible debenture in the principal amount of up to $535,000 for a purchase price of $500,000 payable as follows: (i) $200,000 was paid upon issuance; (ii) $200,000 is payable at Blue Citi’s discretion at any time within 60 days of issuance provided that, if Blue Citi does not make such payment prior to the date this is 60 days from the date of issuance, Blue Citi will be required to make such payment on the date that is 60 days from the date of issuance, subject to the condition that the average trading price for the Company’s common stock for the five trading days prior to the date that is 60 days from the date of issuance is equal to or greater than 50% of the 5 day average trading price prior to the date of issuance, and (iii) $100,000 at the sole discretion of Blue Citi within 365 days of the date of issuance provided that, if Blue Citi does not make the second $200,000 payment under the debenture within 60 days of the date of issuance, Blue Citi will not have the right to make such $100,000 payment. The debenture is convertible into the Company’s common stock at a conversion price equal to 65% of the average of the three lowest trading prices for the common stock for the twenty trading days prior to conversion. Repayment of the debenture is due two years from the date of issuance. | |
On May 14, 2015 the Company entered into an Amendment with Blue Citi PR whereby the terms were adjusted as follows: i) Two Hundred Thousand Dollars ($200,000) payable to the Company on the Effective Date; (ii) Two Hundred Thousand Dollars ($200,000) payable to the Company on June 10, 2015; and One Hundred Thousand Dollars ($100,000) payable to the Company on July 10, 2015; and Each such payment of Consideration reflect a 7% original issue discount (“OID”) added to the principal amount at time of payment to Borrower (up to $14,000). | |
During the month of April 2015 the Company received funds, aggregating $100,000, pursuant to a Securities Purchase Agreement originally entered into with Greystone Capital Partners, Inc. (“Greystone”) dated May 29, 2014 in which the Company sold to Greystone Funds an 8% convertible debenture in the principal amount of up to $617,500. | |
During the month of May 2015 the Company received additional funds, aggregating $50,000, pursuant to a Securities Purchase Agreement originally entered into with Greystone Capital Partners, Inc. (“Greystone”) dated May 29, 2014 in which the Company sold to Greystone Funds an 8% convertible debenture in the principal amount of up to $617,500. Greystone has assigned an aggregate of $250,000 of the May 29, 2014 debenture to IBC Funds. A total of $306,000 has been received pursuant to this debenture, $250,000 from IBC Funds in 2015 and $56,000 from Greystone in 2014. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION | ||||||||||||||||
The unaudited condensed consolidated financial statements include the accounts of Thinspace Technology, Inc. and its wholly-owned subsidiaries, Thinspace UK and Thinspace US. All material inter-company accounts and transactions have been eliminated. | |||||||||||||||||
USE OF ESTIMATES | USE OF ESTIMATES | ||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS | ||||||||||||||||
For the purpose of the statements of cash flows, we consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. | |||||||||||||||||
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE | ||||||||||||||||
Accounts receivable are reported at the customers' outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. The Company evaluates receivables on a regular basis for potential reserve. The accounts receivable balances of $516,016 and $158,329 as of March 31, 2015 and December 31, 2014, respectively, do not include an allowance for doubtful accounts as the Company anticipates payment on all accounts within the next fiscal year. The Company routinely evaluates accounts receivable for uncollectible amounts. | |||||||||||||||||
REVENUE RECOGNITION | REVENUE RECOGNITION | ||||||||||||||||
The Company is party to certain volume licensing arrangements that include a perpetual license for current products combined with rights to receive unspecified future versions of software products, which the Company has determined are additional software products and are therefore accounted for as subscriptions, with billings recorded as unearned revenue and recognized as revenue ratably over the coverage period. Arrangements that include term based licenses for current products with the right to use unspecified future versions of the software during the coverage period are also accounted for as subscriptions, with revenue recognized ratably over the coverage period. | |||||||||||||||||
Revenue from cloud-based services arrangements that allow for the use of a hosted software product or service over a contractually determined period of time without taking possession of software are accounted for as subscriptions with billings recorded as unearned revenue and recognized as revenue ratably over the coverage period beginning on the date the service is made available to customers. | |||||||||||||||||
Some volume licensing arrangements include time-based subscriptions for cloud-based services and software offerings that are accounted for as subscriptions. These arrangements are considered multiple element arrangements. However, because all elements are accounted for as subscriptions and have the same coverage period and delivery pattern, they have the same revenue recognition timing. | |||||||||||||||||
DEFERRED REVENUE | DEFERRED REVENUE | ||||||||||||||||
Deferred revenue related to support and maintenance is recorded in a manner consistent with the Company’s revenue recognition policy. The Company typically enters into one-year upgrade and maintenance contracts with its customers. The upgrade and maintenance contracts are generally paid in advance but can be billed monthly or quarterly. The Company defers such payment and recognizes revenue ratably over the contract period. | |||||||||||||||||
INVENTORY | INVENTORY | ||||||||||||||||
The Company values its inventory at the lower of cost (first-in, first-out) or market. The Company uses estimates and judgments regarding the valuation of inventory to properly value inventory. Inventory adjustments are made for the difference between the cost of the inventory and the estimated realizable value and charged to cost of goods sold in the period in which the facts that give rise to the adjustments become known. | |||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS | ||||||||||||||||
Our short-term financial instruments, including cash, accounts receivable and accounts payable and accrued expenses consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of our notes and advances payable is based on management estimates and reasonably approximates their book value based on their terms. | |||||||||||||||||
Fair value measurements | |||||||||||||||||
ASC 820 “Fair Value Measurements and Disclosure” establishes a framework for measuring fair value and expands disclosure about fair value measurements. | |||||||||||||||||
ASC 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used: | |||||||||||||||||
Level 1 – Quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, 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 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. | |||||||||||||||||
In accordance with ASC 820, the following table represents the Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis as of March 31, 2015: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities | |||||||||||||||||
Conversion derivative liabilities | $ | - | $ | - | $ | 12,142,152 | $ | 12,142,152 | |||||||||
Total Liabilities | $ | - | $ | - | $ | 12,142,152 | $ | 12,142,152 | |||||||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (conversion and warrant derivative liabilities) for the three months ended March 31, 2015. | |||||||||||||||||
2015 | |||||||||||||||||
Balance at beginning of year | $ | 12,173,986 | |||||||||||||||
Additions to derivative instruments | 1,139,486 | ||||||||||||||||
Change in fair value of derivative liabilities | (1,171,320 | ) | |||||||||||||||
Balance at end of period | $ | 12,142,152 | |||||||||||||||
The following is a description of the valuation methodologies used for these items: | |||||||||||||||||
Conversion derivative liability — these instruments consist of certain of our notes which are convertible based on a discount to the market value of our common stock. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life. | |||||||||||||||||
CONCENTRATIONS OF CREDIT RISK | CONCENTRATIONS OF CREDIT RISK | ||||||||||||||||
The Company performs ongoing credit evaluations of its customers. At March 31, 2015, one customer accounted for 77% of accounts receivable. | |||||||||||||||||
The Company maintains cash and cash equivalents with major financial institutions. Cash held in US bank accounts is insured up to $250,000 at each institution. Cash held in UK bank accounts is insured up to £85,000 (approximately $126,000 at March 31, 2015) at each institution for each entity. At times, cash balances may exceed the insured limits. The Company has not experienced any loss on these accounts. The balances are maintained in demand accounts to minimize risk. | |||||||||||||||||
RESEARCH AND DEVELOPMENT | RESEARCH AND DEVELOPMENT | ||||||||||||||||
Expenses related to present and future products are expensed as incurred. | |||||||||||||||||
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION | ||||||||||||||||
The financial statements of the Company’s U.K. subsidiary, Thinspace UK, are measured using the British Pound as the functional currency. Assets, liabilities and equity accounts of the company are translated at exchange rates as of the balance sheet date or historical acquisition date, depending on the nature of the account. Revenues and expenses are translated at average rates of exchange in effect throughout the year. The resulting cumulative translation adjustments have been recorded as a separate component of stockholders' equity. The financial statements are presented in United States of America dollars. | |||||||||||||||||
LOSS PER SHARE | LOSS PER SHARE | ||||||||||||||||
We use ASC 260, “Earnings Per Share” for calculating the basic and diluted income (loss) per share. We compute basic income (loss) per share by dividing net income (loss) and net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding. | |||||||||||||||||
Dilutive common stock equivalents consist of shares issuable upon conversion of debt and preferred stock and the exercise of our stock warrants. There were 290,158,353 common share equivalents at March 31, 2015 and 171,022,597 at March 31, 2014, which have been excluded from the computation of the weighted average diluted shares. | |||||||||||||||||
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | ||||||||||||||||
Recent accounting pronouncements issued by the FASB and the SEC did not, or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Schedule of financial assets and liabilities measured at fair value on recurring basis | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Liabilities | |||||||||||||||||
Conversion derivative liabilities | $ | - | $ | - | $ | 12,142,152 | $ | 12,142,152 | |||||||||
Total Liabilities | $ | - | $ | - | $ | 12,142,152 | $ | 12,142,152 | |||||||||
Schedule of changes in fair value of Company's Level 3 financial liabilities (conversion and warrant derivative liabilities) | |||||||||||||||||
2015 | |||||||||||||||||
Balance at beginning of year | $ | 12,173,986 | |||||||||||||||
Additions to derivative instruments | 1,139,486 | ||||||||||||||||
Change in fair value of derivative liabilities | (1,171,320 | ) | |||||||||||||||
Balance at end of period | $ | 12,142,152 |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||||
Derivative Liabilities [Abstract] | |||||||||||||||||||||||||||||
Schedule of Derivative liability activity | Balance at December 31, 2014 | Additions | Modifications | Conversions | Reclassifications | Change in Value | Balance at March 31, 2015 | ||||||||||||||||||||||
Convertible notes, interest and debt settlement | $ | 9,471,074 | $ | 1,139,486 | $ | - | $ | - | $ | - | $ | (834,087 | ) | $ | 9,776,473 | ||||||||||||||
Convertible preferred stock | 2,702,912 | - | - | - | - | (337,233 | ) | 2,365,679 | |||||||||||||||||||||
$ | 12,173,986 | $ | 1,139,486 | $ | - | $ | - | $ | - | $ | (1,171,320 | ) | $ | 12,142,152 |
Organization_and_Line_of_Busin1
Organization and Line of Business (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Organization and Line of Business (Textual) | |||
Net Income (Loss) Attributable to Parent | ($270,034) | ($25,922,129) | |
Negative working capital | 14,945,539 | ||
Stockholders' deficit | ($15,601,622) | ($15,448,622) |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Liabilities | ||
Conversion derivative liabilities | $12,142,152 | $12,173,986 |
Fair Value, Measurements, Recurring | Level 1 | ||
Liabilities | ||
Conversion derivative liabilities | ||
Total Liabilities | ||
Fair Value, Measurements, Recurring | Level 2 | ||
Liabilities | ||
Conversion derivative liabilities | ||
Total Liabilities | ||
Fair Value, Measurements, Recurring | Level 3 | ||
Liabilities | ||
Conversion derivative liabilities | 12,142,152 | |
Total Liabilities | 12,142,152 | |
Fair Value, Measurements, Recurring | Total | ||
Liabilities | ||
Conversion derivative liabilities | 12,142,152 | |
Total Liabilities | $12,142,152 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of year | $12,173,986 | |
Additions to derivative instruments | 1,139,486 | |
Change in fair value of derivative liabilities | 1,171,320 | -21,752,944 |
Balance at end of period | $12,142,152 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Detail Textual) | 3 Months Ended | 3 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | |
USD ($) | USD ($) | One Customer [Member] | US Bank [Member] | UK Bank [Member] | UK Bank [Member] | ||
Accounts Receivable [Member] | USD ($) | USD ($) | EUR (€) | ||||
Summary of Significant Accounting Policies (Textual) | |||||||
Accounts receivable | $516,016 | $158,329 | |||||
Concentration risk, percentage | 77.00% | ||||||
Cash | $250,000 | $126,000 | € 85,000 | ||||
Common share equivalents excluded from the computation of the weighted average diluted shares | 290,158,353 | 171,022,597 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | 1 Months Ended | 0 Months Ended | 3 Months Ended | |||
29-May-14 | Mar. 20, 2015 | Mar. 23, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Feb. 28, 2015 | |
Debt Instrument [Line Items] | ||||||
Discount on convertible notes payable | $1,380,201 | $1,247,035 | ||||
Conversion derivative liabilities | 12,142,152 | 12,173,986 | ||||
Convertible Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible note payable | 156,000 | |||||
Convertible Debt [Member] | IBC Funds, LLC (IBC) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible note payable | 100,000 | 167,000 | ||||
Annual interest rate on convertible debentures | 8.00% | |||||
Debt Instrument, Principal amount | 617,500 | |||||
Number of trading days of conversion | 20 days | |||||
Percentage of discounts to market price of common stock | 40.00% | |||||
Convertible Debt [Member] | Greystone Capital Partners Inc [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible note payable | 100,000 | 56,000 | ||||
Annual interest rate on convertible debentures | 8.00% | |||||
Debt Instrument, Principal amount | 617,500 | |||||
Number of trading days of conversion | 20 days | |||||
Percentage of discounts to market price of common stock | 40.00% | |||||
Convertible Debt [Member] | LG Capital Financing [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Annual interest rate on convertible debentures | 8.00% | |||||
Debt Instrument, Principal amount | 137,500 | |||||
Proceeds from convertible debt | 131,250 | |||||
Description of Convertible note | The outstanding principal and accrued interest on the note into shares of the Company's common stock, at a conversion price equal to 70% of the average of the 5 lowest closing prices of the common stock for the twenty prior trading days including the day upon which a notice of conversion is received by the Company. | |||||
Number of trading days of conversion | 20 days | |||||
Convertible Debt [Member] | Iconic Holdings Financing [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Annual interest rate on convertible debentures | 6.00% | |||||
Debt Instrument, Principal amount | 50,000 | |||||
Proceeds from convertible debt | 50,000 | |||||
Description of Convertible note | The outstanding principal and accrued interest on the note into shares of the Company's common stock, at a conversion price equal to 70% of the average of the 5 lowest closing prices of the common stock for the twenty prior trading days including the day upon which a notice of conversion is received by the Company. | |||||
Number of trading days of conversion | 20 days | |||||
Convertible Debt [Member] | Black Mountain Financing [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Annual interest rate on convertible debentures | 10.00% | |||||
Debt Instrument, Principal amount | 105,000 | |||||
Proceeds from convertible debt | 100,000 | |||||
Description of Convertible note | The outstanding principal and accrued interest on the note into shares of the Company's common stock, at a conversion price equal to the lesser of (a) $0.17 or (b) 70% of the average of the three lowest closing bids occurring during the twenty consecutive trading days immediately preceding the applicable conversion date. | |||||
Number of trading days of conversion | 20 days | |||||
Fair value assumptions, dividend yield | 0.00% | |||||
Discount on convertible notes payable | 546,077 | |||||
Interest expenses | 447,183 | |||||
Conversion derivative liabilities | $993,260 | |||||
Convertible Debt [Member] | Black Mountain Financing [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Fair value assumptions, risk free interest rate | 0.27% | |||||
Fair value assumptions, expected volatility rate | 168.00% | |||||
Fair value assumptions, expected life (in years) | 1 year | |||||
Convertible Debt [Member] | Black Mountain Financing [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Fair value assumptions, risk free interest rate | 0.50% | |||||
Fair value assumptions, expected volatility rate | 210.00% | |||||
Fair value assumptions, expected life (in years) | 2 years |
Derivative_Liabilities_Details
Derivative Liabilities (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Begining Balance | $12,173,986 | |
Additions | 1,139,486 | |
Modifications | ||
Conversions | ||
Reclassifications | ||
Change in fair value of derivative liability | -1,171,320 | 21,752,944 |
Ending Balance | 12,142,152 | |
Convertible Preferred Stock [Member] | ||
Begining Balance | 2,702,912 | |
Additions | ||
Modifications | ||
Conversions | ||
Reclassifications | ||
Change in fair value of derivative liability | -337,233 | |
Ending Balance | 2,365,679 | |
Convertible notes, interest and debt settlement [Member] | ||
Begining Balance | 9,471,074 | |
Additions | 1,139,486 | |
Modifications | ||
Conversions | ||
Reclassifications | ||
Change in fair value of derivative liability | -834,087 | |
Ending Balance | $9,776,473 |
Derivative_Liabilities_Details1
Derivative Liabilities (Details Textual) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Convertible Preferred Stock [Member] | |
Short-term Debt [Line Items] | |
Conversion feature liability | $2,365,679 |
Fair value assumptions, risk free interest rate | 0.27% |
Fair value assumptions, dividend yield | 0.00% |
Fair value assumptions, expected volatility rate | 170.00% |
Fair value assumptions, expected life (in years) | 1 year 11 days |
Income related to change in fair value | 337,233 |
Convertible Debentures and Debt Settlement Agreement [Member] | |
Short-term Debt [Line Items] | |
Conversion feature liability | 9,739,180 |
Fair value assumptions, dividend yield | 0.00% |
Income related to change in fair value | 830,970 |
Additions to interest expense | $146,226 |
Convertible Debentures and Debt Settlement Agreement [Member] | Minimum [Member] | |
Short-term Debt [Line Items] | |
Fair value assumptions, risk free interest rate | 0.27% |
Fair value assumptions, expected volatility rate | 168.00% |
Fair value assumptions, expected life (in years) | 1 year |
Convertible Debentures and Debt Settlement Agreement [Member] | Maximum [Member] | |
Short-term Debt [Line Items] | |
Fair value assumptions, risk free interest rate | 0.50% |
Fair value assumptions, expected volatility rate | 214.00% |
Fair value assumptions, expected life (in years) | 2 years 1 month 28 days |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 1 Months Ended | 3 Months Ended | |
31-May-14 | Mar. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares issued | 98,381,445 | 98,381,445 | |
Common stock, shares outstanding | 98,381,445 | 98,381,445 | |
Stock granted to an employee | $34,000 | ||
Stock granted to an employee, shares | 200,000 | ||
Employee shares vesting period | 2 years | ||
Compensation expense | 4,250 | ||
Employee shares expiration date | 29-May-16 | ||
Employee Stock Option [Member] | |||
Class of Stock [Line Items] | |||
Compensation expense | $97,859 | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | |
Preferred stock, shares authorized | 75,000 | 75,000 | |
Preferred stock, shares issued | 75,000 | 75,000 | |
Preferred stock, shares outstanding | 75,000 | 75,000 | |
Series C Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | |
Preferred stock, shares authorized | 672,000 | 672,000 | |
Preferred stock, shares issued | 672,000 | 672,000 | |
Preferred stock, shares outstanding | 672,000 | 672,000 | |
Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 50,000,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Commitments and Contingencies [Abstract] | ||
Short term lease on office space, expiration date | 31-Dec-15 | |
Rent expense | $20,458 | $37,283 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 0 Months Ended | 1 Months Ended | ||||||
4-May-15 | Apr. 06, 2015 | Apr. 09, 2015 | Apr. 10, 2015 | 31-May-15 | Apr. 30, 2015 | 29-May-15 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | ||||||||
Conversion of notes payable, shares issued | 1,598,120 | 4,509,112 | ||||||
Conversion of notes payable, converted amount | $15,000 | $106,000 | ||||||
Accrued interest converted to common stock | 7,022 | 16,534 | ||||||
Annual interest rate on convertible debentures | 6.00% | 8.00% | 8.00% | |||||
Debt conversion, description | The debenture is convertible into the Company's common stock at a conversion price equal to 65% of the average of the 3 lowest closing prices of the common stock for the twenty trading days prior to conversion. | The note is convertible into the Company's common stock at a conversion price equal to 65% of the lowest closing bid price of the common stock for the twenty trading days prior to conversion. | The debenture is convertible into the Company's common stock at a conversion price equal to 65% of the average of the three lowest trading prices for the common stock for the twenty trading days prior to conversion. | |||||
Number of trading days of conversion | 20 days | 20 days | 60 days | |||||
Debt repayment term | i) Two Hundred Thousand Dollars ($200,000) payable to the Company on the Effective Date; (ii) Two Hundred Thousand Dollars ($200,000) payable to the Company on June 10, 2015; and One Hundred Thousand Dollars ($100,000) payable to the Company on July 1, 2015; and Each such payment of Consideration reflect a 7% original issue discount ("OID") added to the principal amount at time of payment to Borrower (up to $14,000). | (i) $200,000 was paid upon issuance; (ii) $200,000 is payable at Blue Citi's discretion at any time within 60 days of issuance provided that, if Blue Citi does not make such payment prior to the date this is 60 days from the date of issuance, Blue Citi will be required to make such payment on the date that is 60 days from the date of issuance, subject to the condition that the average trading price for the Company's common stock for the five trading days prior to the date that is 60 days from the date of issuance is equal to or greater than 50% of the 5 day average trading price prior to the date of issuance, and (iii) $100,000 at the sole discretion of Blue Citi within 365 days of the date of issuance provided that, if Blue Citi does not make the second $200,000 payment under the Blue Citi Debenture within 60 days of the date of issuance, Blue Citi will not have the right to make such $100,000 payment. | ||||||
Proceeds from convertible debt | 100,000 | 100,000 | 500,000 | |||||
Debt Instrument, Principal amount | 105,000 | 107,500 | 535,000 | |||||
Greystone Capital Partners, Inc. [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible Notes Payable | 100,000 | 50,000 | ||||||
Debt Instrument, Principal amount | 617,500 | 617,500 | ||||||
IBC Holdings Secued Notes [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible Notes Payable | 306,000 | |||||||
Debt Instrument, Principal amount | $250,000 | $56,000 |