Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 16, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BLUE CALYPSO, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,504,999 | |
Amendment Flag | false | |
Entity Central Index Key | 1,399,587 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 1,682,010 | $ 1,103,201 |
Accounts receivable | 181,534 | 167,396 |
Prepaid expenses and other | 49,349 | 50,356 |
Total current assets | 1,912,893 | 1,320,953 |
Property and equipment, net | 8,600 | 6,315 |
Other assets: | ||
Accounts receivable, non-current portion | 95,253 | 0 |
Capitalized software development costs, net of accumulated amortization of $1,248,807 and $986,502 as of September 30, 2015 and December 31, 2014, respectively | 789,145 | 794,551 |
Total assets | 2,805,891 | 2,121,819 |
Current liabilities: | ||
Accounts payable | 318,049 | 24,600 |
Accrued expenses | 50,713 | 236,526 |
Settlement payable, short term portion | 95,253 | 0 |
Deferred revenue | 100,000 | 1,100 |
Convertible note payable, net of debt discount of $341,112 and $-0-, respectively | 208,888 | 0 |
Deferred rent, short term portion | 1,861 | 0 |
Derivative liability | 114,194 | 0 |
Total current liabilities | 888,958 | 262,226 |
Long term debt: | ||
Settlement payable, long term | 95,253 | 0 |
Deferred rent, long term portion | 1,817 | 0 |
Total liabilities | 986,028 | 262,226 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized: Series A convertible preferred stock, $0.0001 par value; 1,700,000 shares designated; -0- and 161,827 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 0 | 16 |
Common stock, $0.0001 par value; 680,000,000 shares authorized, 5,439,999 and 4,902,639 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 544 | 490 |
Additional paid in capital | 36,084,186 | 34,026,321 |
Accumulated deficit | (34,264,867) | (32,167,234) |
Total stockholders' equity | 1,819,863 | 1,859,593 |
Total liabilities and stockholders' equity | $ 2,805,891 | $ 2,121,819 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Capitalized software development costs, accumulated amortization (in Dollars) | $ 1,248,807 | $ 986,502 |
Convertible note payable, debt discount (in Dollars) | $ 341,112 | $ 0 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 680,000,000 | 680,000,000 |
Common stock, shares issued | 5,439,999 | 4,902,639 |
Common stock, shares outstanding | 5,439,999 | 4,902,639 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,700,000 | 1,700,000 |
Preferred stock, shares issued | 0 | 161,827 |
Preferred stock, shares outstanding | 0 | 161,827 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
REVENUE | $ 508,391 | $ 310,360 | $ 733,605 | $ 596,607 |
Cost of revenue | 442,268 | 186,953 | 542,045 | 331,746 |
Gross profit | 66,123 | 123,407 | 191,560 | 264,861 |
OPERATING EXPENSES: | ||||
Sales and marketing | 108,966 | 111,313 | 263,221 | 419,779 |
General and administrative | 463,969 | 1,131,804 | 1,565,594 | 3,383,054 |
Depreciation and amortization | 93,751 | 86,904 | 266,526 | 255,095 |
Total operating expenses | 666,686 | 1,330,021 | 2,095,341 | 4,057,928 |
Loss from operations | (600,563) | (1,206,614) | (1,903,781) | (3,793,067) |
Other income (expense): | ||||
Change in fair value of derivative liabilities | 188,093 | 0 | 188,093 | 2,030 |
Terminated offering costs | (283,387) | 0 | (283,387) | 0 |
Interest expense | (97,085) | (77,802) | (98,558) | (691,992) |
Total other expense | (192,379) | (77,802) | (193,852) | (689,962) |
NET LOSS | $ (792,942) | $ (1,284,416) | $ (2,097,633) | $ (4,483,029) |
Net loss per common share, basic and diluted (in Dollars per share) | $ (0.16) | $ (0.30) | $ (0.42) | $ (1.07) |
Weighted average common shares outstanding, basic and diluted (in Shares) | 5,039,236 | 4,342,430 | 4,981,171 | 4,186,452 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited) - 9 months ended Sep. 30, 2015 - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2014 | $ 16 | $ 490 | $ 34,026,321 | $ (32,167,234) | $ 1,859,593 |
Balance (in Shares) at Dec. 31, 2014 | 161,827 | 4,902,639 | |||
Conversion of preferred shares to common shares | $ (16) | $ 5 | 11 | ||
Conversion of preferred shares to common shares (in Shares) | (161,827) | 47,646 | |||
Sale of common stock and warrants at $4.25 per share, net of issuance costs of $156,637 | $ 42 | 1,617,696 | $ 1,617,738 | ||
Sale of common stock and warrants at $4.25 per share, net of issuance costs of $156,637 (in Shares) | 417,500 | 417,500 | |||
Shares issued for services rendered | $ 3 | 177,339 | $ 177,342 | ||
Shares issued for services rendered (in Shares) | 28,594 | ||||
Stock based compensation | $ 4 | 262,819 | 262,823 | ||
Stock based compensation (in Shares) | 43,620 | ||||
Net loss | (2,097,633) | (2,097,633) | |||
Balance at Sep. 30, 2015 | $ 0 | $ 544 | $ 36,084,186 | $ (34,264,867) | $ 1,819,863 |
Balance (in Shares) at Sep. 30, 2015 | 0 | 5,439,999 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited) (Parentheticals) | 1 Months Ended | 9 Months Ended |
Sep. 30, 2015USD ($)$ / shares | Sep. 30, 2015USD ($)$ / shares | |
Sale of common stock and warrants, per share | $ 4.25 | $ 4.25 |
Sale of common stock and warrants, issuance costs | $ | $ 254,150 | $ 156,637 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,097,633) | $ (4,483,029) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 266,526 | 255,095 |
Bad debt expense | 19,141 | 0 |
Amortization of debt discounts | 96,053 | 188,352 |
Interest from warrant modification | 0 | 460,949 |
Change in fair value of derivative liabilities | (188,093) | (2,030) |
Stock based compensation | 262,823 | 1,729,008 |
Common stock issued for services rendered | 177,342 | 150,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (128,532) | (200,172) |
Prepaid expenses and other current assets | 1,007 | (17,391) |
Accounts payable | 293,449 | (114,942) |
Accrued expenses | (185,813) | 60,807 |
Settlement payable | 190,506 | 0 |
Deferred revenue | 98,900 | 1,100 |
Deferred rent | 3,678 | 0 |
Net cash used in operating activities | (1,190,646) | (1,972,253) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (6,507) | (1,180) |
Software development costs | (256,899) | (93,953) |
Net cash used in investing activities | (263,406) | (95,133) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock and warrants | 1,617,738 | 1,330,000 |
Proceeds from issuance of convertible note, net of issuance costs | 415,123 | 0 |
Proceeds from exercise of options | 0 | 21,728 |
Proceeds from exercise of warrants | 0 | 1,024,558 |
Net cash provided by financing activities | 2,032,861 | 2,376,286 |
Net increase in cash | 578,809 | 308,900 |
Cash at beginning of period | 1,103,201 | 1,294,882 |
Cash at end of period | 1,682,010 | 1,603,782 |
SUPPLEMENTAL INFORMATION | ||
Cash paid for interest | 2,505 | 27,500 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Debt discount for fair value of conversion feature issued in connection with debt | $ 302,287 | $ 0 |
NOTE 1 - NATURE OF OPERATIONS A
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Blue Calypso, Inc., a Delaware corporation (the "Company”), is engaged in the development, sales, delivery, licensing and enforcement of technology and intellectual property focused on mobile shopper engagement and digital word-of-mouth marketing and advertising. In January 2014, the Company transitioned from a development stage enterprise to an operating company. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the operating results for the full year ending December 31, 2015, or any other period. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related disclosures of the Company as of December 31, 2014 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on March 17, 2015. |
NOTE 2 -GOING CONCERN AND MANAG
NOTE 2 -GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 –GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of September 30, 2015, the Company had cash of $1,682,010 and working capital of $1,023,935. During the nine months ended September 30, 2015, the Company used net cash in operating activities of $1,190,646. The Company has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. On July 20, 2015, the Company issued a senior convertible note with a principal amount of $550,000 (See Note 5) for a purchase price of $500,000, with net proceeds of $415,123. In September 2015, the Company raised approximately $1,600,000 from the sale of its common stock and warrants. During October 2015, the Company sold additional shares of common stock and warrants for net proceeds, after commissions and other costs, of $254,150. It is anticipated that the proceeds from this note and the sale of its common stock and warrants will provide the Company with cash sufficient to fund operations through April 2016. The Company's primary source of operating funds since inception has been cash proceeds from private placements of common stock, preferred stock, convertible debentures and the exercise of warrants. The Company intends to raise additional capital through private issuances of debt and equity instruments, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully execute on its business plan or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
NOTE 3 -SUMMARY OF SIGNIFICANT
NOTE 3 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3 – Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, debt discounts, derivative liabilities, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Concentrations of Credit Risk As of September 30, 2015, two customers represented 52% and 22% of the Company’s accounts receivable. As of December 31, 2014, two customers represented 62% and 20% of the Company’s accounts receivable. During the three months ended September 30, 2015, two customers represented 77% and 13% of total revenue. During the nine months ended September 30, 2015, two customers represented 53% and 28% of total revenue. During the three months ended September 30, 2014, two customers represented 65% and 16% of total revenue. During the nine months ended September 30, 2014, three customers represented 55%, 20% and 11% of total revenue. Net Loss per Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period, adjusted to give effect to the 50-for-1 reverse stock split, which was effective in the market on July 2, 2015 (see Note 6), and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the three and nine months ended September 30, 2015 and 2014 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: September 30, 2015 September 30, 2014 Convertible notes payable 71,864 60,000 Series A convertible preferred stock - 220,913 Options to purchase common stock 575,564 517,406 Warrants to purchase common stock 638,413 230,658 Restricted stock units - 65,429 Totals 1,285,841 1,094,406 Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable ASC 480-10. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s free standing derivatives consist of embedded conversion options with a convertible note. The Company evaluated these derivatives to assess their proper classification in the condensed consolidated balance sheets as of September 30, 2015 using the applicable classification criteria enumerated under ASC 815-Derivatives and Hedging. The Company determined that certain embedded conversion features do not contain fixed settlement provisions. The convertible note contains a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the debt derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest -Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 amends the existing guidance to require that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. ASU 2015-03 is effective on a retrospective basis for annual and interim reporting periods beginning after December 15, 2015, but early adoption is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on its condensed consolidated financial statements. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's financial position, results of operations or cash flows. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed below. |
NOTE 4 - FAIR VALUE OF FINANCIA
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (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, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable based on an entity’s own assumptions, as there is little, if any, related market activity (for example, cash flow modeling inputs based on assumptions) Financial liabilities as of September 30, 2015 measured at fair value on a recurring basis are summarized below: September 30, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 114,194 $ -- $ -- $ 114,194 The Company determined that certain conversion option related to a convertible note did not have fixed settlement provisions and are deemed to be derivative financial instruments, since the exercise price was subject to adjustment based on certain changes in market price of the Company’s common stock. Accordingly, the Company was required to record such conversion option as a liability and mark such derivative to fair value each reporting period. Such instrument was classified within Level 3 of the valuation hierarchy. The fair value of the conversion option was calculated using a binomial lattice formula with the following weighted average assumptions during the three and nine months ended September 30, 2015: July 20, September 30, 2015 2015 Common Stock Closing Price $ 8.50 $ 5.14 Conversion Price per Share $ 7.6534 $ 7.6534 Conversion Shares 71,864 71,864 Call Option Value 4.21 1.59 Dividend Yield 0.00 % 0.00 % Volatility 124.15 % 123.08 % Risk-free Interest Rate 0.31 % 0.33 % Term 1.0 years 0.81 years The risk-free interest rate is the United States Treasury rate on the measurement date having a term equal to the remaining contractual life of the instrument. The volatility is a measure of the amount by which the Company’s share price has fluctuated or is expected to fluctuate. The dividend yield is 0% as the Company has not made any dividend payment and has no plans to pay dividends in the foreseeable future. Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Financial Officer, who reports to the Chief Executive Officer, determine its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Financial Officer and are approved by the Chief Executive Officer. Level 3 financial liabilities consist of the derivative liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Significant observable and unobservable inputs include stock price, exercise price, annual risk free rate, term, and expected volatility, and are classified within Level 3 of the valuation hierarchy. An increase or decrease in volatility or interest free rate, in isolation, can significantly increase or decrease the fair value of the derivative liabilities. Changes in the values of the derivative liabilities are recorded as a component of other income (expense) on the Company’s condensed consolidated statements of operations. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis using significant unobservable input for the nine months ended September 30, 2015: Balance – January 1, 2015 $ -0- Aggregate amount of derivative instruments issued 302,287 Change in fair value of derivative liabilities (188,093 ) Balance – September 30, 2015 $ 114,194 |
NOTE 5 - CONVERTIBLE NOTE PAYAB
NOTE 5 - CONVERTIBLE NOTE PAYABLE | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 5 – CONVERTIBLE NOTE PAYABLE On July 20, 2015, the Company issued a senior secured convertible note (the “July 2015 Note”), in the principal amount of $550,000 due one year from the date of issuance. The total net proceeds the Company received from this note was $415,123, net of fees and original interest discount (“OID”) of $50,000. At any time commencing one hundred and eighty one days from issuance, the note is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $7.65335 with certain reset provisions should certain default conditions occur. These certain default conditions were deemed to be outside the Company’s control. If the $550,000 principal amount of the July 2015 Note and all accrued but unpaid interest thereof is not paid in full on or before January 16, 2016, the July 2015 Note shall amortize in four equal payments payable on January 20, 2016, February 20, 2016, March 20, 2016 and April 20, 2016. These payments shall be paid (i) in cash at a 120% premium, and/or (ii) in shares of the Company's common stock at a 20% discount to the average of the three daily volume weighted average prices of the Company’s common stock for the prior three trading days, provided the Company is in compliance with certain equity conditions as defined in the July 2015 Note. The Company identified an embedded derivative related to a conversion option in the July 2015 Note. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivative as of the inception date of the Secured Convertible Debentures and to fair value the derivative as of each subsequent reporting date. At the inception of the July 2015 Note, the Company determined the aggregate fair value of the embedded derivatives to be $302,287. The Company has issued debt for which total proceeds were allocated to individual instruments based on the fair value of the each instrument at the time of issuance. Such value of the debt was recorded as discount on debt and is being amortized over the term of the respective debt. For the nine months ended September 30, 2015 and 2014 amortization of debt discount was $96,053 and $-0-, respectively. |
NOTE 6 - STOCKHOLDERS' EQUITY
NOTE 6 - STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 6 – ’ On June 26, 2015, the Company filed an amendment to its Articles of Incorporation and effected a 50-for-1 reverse stock split of its issued and outstanding shares of common stock, whereby 250,666,631 outstanding shares of the Company’s common stock were converted into 5,013,366 shares of the Company's common stock. The reverse stock split was effective in the market commencing on July 2, 2015. All per share amounts and number of shares in the condensed consolidated financial statements, related notes and other items throughout this Form 10-Q have been retroactively restated to reflect the reverse stock split. On March 3, 2015, 161,827 shares of the Company’s Series A Convertible Preferred Stock were converted into an aggregate of 47,646 shares of common stock at the stated conversion price of $3.395 per share. During the nine months ended September 30, 2015, the Company issued 13,636 shares of its common stock as consideration for investor relations services valued at $90,000. During the nine months ended September 30, 2015, the Company issued 14,958 shares of its common stock as consideration for legal services valued at $87,342. In September 2015, pursuant to a securities purchase agreement, the Company sold an aggregate of 417,500 shares of its common stock together with warrants to purchase an aggregate of 417,500 shares of its common stock for net proceeds, after commissions and other costs, of $1,617,738. The warrants are exercisable at an exercise price of $4.75 for a term of five years. The Company paid the placement agent cash commissions equal to 8% of the gross proceeds of the offering of $141,950 and also reimbursed the placement agent for its out of pocket expenses of $14,687. Options Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from using the Company’s historical stock prices for 2015. Prior to 2015, the Company derived the volatility figure from an index of historical stock prices for comparable entities. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla" options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The Company estimated forfeitures related to option grants at a weighted average annual rate of 0% per year, as the Company does not yet have adequate historical data, for options granted during the three and nine months ended September 30, 2015 and 2014. The following assumptions were used in determining the fair value of employee and vesting non-employee options during the three and nine months ended September 30, 2015 and 2014: September 30, 2015 September 30, 2014 Risk-free interest rate 1.68% - 2.07 % 2.13% - 2.73 % Dividend yield 0 % 0 % Stock price volatility 123.08%-145.24 % 76.31% - 79.2 % Expected life 6 - 10 years 6-10 years Weighted average grant date fair value $ 5.90 $ 5.50 In January 2015, the Company granted options to purchase 7,500 shares of common stock to a new board member. These options vest over a 3 year period, have a term of 10 years, and contain an exercise price of $5.00 per share. The options had an aggregate grant date fair value of $34,945. In April 2015, the Company granted options to purchase an aggregate of 80,000 shares of common stock to board members. These options vest beginning June 30, 2015 through March 31, 2018 on a quarterly basis, have a term of 10 years and contain an exercise price of $7.00 per share. The options had an aggregate grant date fair value of $493,774. In May 2015, the Company granted an option to purchase 10,000 shares of common stock to a consultant. These options vest beginning June 30, 2015 through March 31, 2017 on a quarterly basis, have a term of 10 years and contain an exercise price of $7.00 per share. The options had an aggregate grant date fair value of $52,049. In May 2015, the Company granted an option to purchase 1,000 shares of common stock to an employee. These options vest over three years on the grant date anniversary, have a term of 10 years and contain an exercise price of $6.50 per share. The options had an aggregate grant date fair value of $5,570. In May 2015, the Company granted an option to purchase 20,000 shares of common stock to a new board member. These options vest beginning June 30, 2015 through March 31, 2018 on a quarterly basis, have a term of 10 years and contain an exercise price of $7.00 per share. The options had an aggregate grant date fair value of $128,115. In June 2015, the Company granted options to purchase an aggregate of 8,000 shares of common stock to four consultants. These options vest beginning June 30, 2015 through March 31, 2018 on a quarterly basis, have a term of 10 years and contain an exercise price of $7.00 per share. The options had an aggregate grant date fair value of $41,688. In September 2015, the Company granted an option to purchase 10,000 shares of common stock to an employee. These options vest over three years on the grant date anniversary, have a term of 10 years and contain an exercise price of $5.14 per share. The options had an aggregate grant date fair value of $44,978. The following table summarizes the stock option activity for the nine months ended September 30, 2015: Shares Weighted-Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2015 441,064 $ 8.44 4.2 Granted 136,500 $ 6.74 10.0 Canceled/expired (2,000 ) $ 5.69 Outstanding at September 30, 2015 575,564 $ 8.04 4.8 $ 59,057 Exercisable at September 30, 2015 363,708 $ 8.43 3.8 $ 57,176 The following table presents information related to stock options at September 30, 2015: Options Outstanding Options Exercisable Exercise Price Number of Options Weighted Average Remaining Life In Years Exercisable Number of Options $ 0.00-5.00 165,081 3.8 151,643 5.01-12.50 385,074 5.2 186,656 12.51-25.00 15,008 4.5 15,008 25.01-45.00 10,401 4.5 10,401 575,564 4.8 363,708 As of September 30, 2015, stock-based compensation of $694,036 remains unamortized and is expected to be amortized over the weighted average remaining period of 3 years. The stock-based compensation expense related to option grants was $93,925 and $262,823 during the three and nine months ended September 30, 2015, respectively, and $180,525 and $414,070 during the three and nine months ended September 30, 2014, respectively. Restricted Stock As of September 30, 2015, the Company did not have any unissued restricted shares. Stock based compensation expense related to restricted stock grants was $-0- for the three and nine months ended September 30, 2015, and $438,918 and $1,314,938 for the three and nine months ended September 30, 2014, respectively. Warrants The following table summarizes the warrant activity for the nine months ended September 30, 2015: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2015 220,913 $ 5.00 1.7 Grants 417,500 $ 4.75 5.0 Exercised - Forfeitures or expirations - Outstanding at September 30, 2015 638,413 $ 4.84 3.6 $ 193,753 Exercisable at September 30, 2015 638,413 $ 4.84 3.6 $ 193,753 In connection with the sale of common stock, the Company issued an aggregate of 417,500 warrants to purchase the Company’s common stock at $4.75 per share expiring five years from the date of issuance. |
NOTE 7 - RELATED PARTY TRANSACT
NOTE 7 - RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 7 – RELATED PARTY TRANSACTIONS The Company appointed a new Chief Financial Officer during August 2014. The Company utilizes Assure Professional, LLC (“Assure”) to provide certain outsourced accounting services. The Company’s current Chief Financial Officer is a partial owner of Assure. The Company incurred expense of $11,750 and $25,250 in exchange for these services during the three and nine months ended September 30, 2015, respectively. Included in accounts payable at September 30, 2015 was $9,500 due to Assure. Mr. D. Jonathan Merriman was appointed to the Company’s Board of Directors during December 2014. Mr. Merriman is the CEO of Merriman Capital, Inc. (“Merriman”). Merriman provides capital market advisory services to the Company for which we incurred expense of $30,000 and $90,000 during the three and nine months ended September 30, 2015, respectively. The Company primarily issues common stock in exchange for monthly services and no amount was due to Merriman at September 30, 2015. In addition, Merriman acted as the Company’s placement agent during its most recent offering. During September 2015, the Company paid Merriman cash commissions equal to 8% of the gross proceeds of the offering of $141,950 (see note 6) and also reimbursed the placement agent for its out of pocket expenses of $14,687. During October 2015, the Company paid Merriman cash commissions equal to 8% of the gross proceeds of $276,250 or $22,100. |
NOTE 8 - COMMITMENTS AND CONTIN
NOTE 8 - COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 8 – COMMITMENTS AND CONTINGENCIES Litigation On July 31, 2012, the Company filed suit against Groupon, Inc. in the Eastern District of Texas in Civil Action No. 6:12-cv-00486. The Company filed additional suits against IZEA, Inc. on October 17, 2012, Yelp, Inc. on October 17, 2012, and Foursquare Labs, Inc. on October 31, 2012 in Civil Action Nos. 6:12-cv-786, 6:12-cv-788, 6:12-cv-837, respectively. Each of these cases alleges that the defendants infringe U.S. Patent Nos. 7,664,516 entitled "Method and System for Peer-to-Peer Advertising Between Mobile Communication Devices" and 8,155,679 entitled "System and Method for Peer-to-Peer Advertising Between Mobile Communication Devices." The Company subsequently added U.S. Patent Nos. 8,438,055, 8,452,646, and 8,457,670 to the cases, alleging each defendant infringed the newly added patents. Each of the defendants have answered, denying infringement and claiming that the asserted patents are invalid. Groupon, Yelp, and Foursquare filed counterclaims for declaratory judgment that the asserted patents are invalid and not infringed. Yelp filed an additional counterclaim for declaratory judgment that the asserted patens are unenforceable. The Court subsequently consolidated the actions for at least pre-trial purposes. Groupon filed a motion to transfer the case against it to the U.S. District Court for the Northern District of Illinois, which the Court denied on September 27, 2013. On February 3, 2014, Groupon filed a petition to the U.S. Court of Appeals for the Federal Circuit for mandamus on the district court's denial of its motion to transfer. On April 23, 2014, the petition was denied by the Federal Circuit. Between July 19, 2013 and October 3, 2013, Groupon filed petitions with the Patent Trial & Appeals Board (“PTAB”) requesting institution of Covered Business Method Review (“CBMR”) of all asserted claims. On December 19, 2013 and January 17, 2014, the PTAB issued decisions instituting review on all but four of the asserted claims. On January 14, 2014, the Company and all defendants filed a joint motion to stay the district court litigation. The Court granted the motion and stayed the case on January 16, 2014 pending a decision by the PTAB. Trial on the CBMR at the PTAB occurred during September 2014. On December 17, 2014, the PTAB issued final decisions in CBMR proceedings CBM2013-00035, CBM2013-00033, CBM2013-00034, CBM2013-00046 and CBM2013-00044. In each case, certain claims of each patent were held to be invalid for various reasons. With respect to the ‘516, ‘679, ‘055 and ‘646 patents, many of the claims survived and the patents remain enforceable. All of the claims of the ‘670 patent were held invalid. The Company has appealed each of the final decisions to the United States Federal Circuit Court of Appeals. A decision on those appeals is expected sometime in early 2016. On April 2, 2015, the District Court lifted the stay and required the parties to file a joint docket control order. On April 6, 2015, the Court set a Markman Hearing for June 29, 2015, and jury selection for December 14, 2015. On April 15, 2015, the parties filed their joint docket control order. The Court entered its docket control order on April 23, 2015. Due to an apparent scheduling conflict, the Court rescheduled the Markman Hearing to July 8, 2015. On April 22, 2015, the Company filed its third amended complaint against all defendants. The defendants timely answered on May 11, 2015. Each of the defendants answers included a counterclaim for invalidity of the patents. The Company responded to these invalidity contentions on June 1, 2015. On May 13, 2015, the Company filed a motion for entry of an order focusing patent claims and prior art. That motion requested that the Court narrow the number of claims at issue and the number of prior art references that defendants could use in an attempt to invalidate the Company’s patents. On May 27, 2015, the Court held a hearing on the motion and ordered defendants to reduce the number of references in support of any invalidity contention against the patents. On June 25, 2015, the Company attended mediation with Yelp in an effort to settle the case. That mediation was recessed to explore settlement options. On July 8, 2015 the Company attended the Markman Hearing in order to construe the claims of the patents. On July 14, 2015, the Court entered its Memorandum Opinion and Order regarding claim construction. In that Order, the Court analyzed eleven claim terms. The Court agreed with Blue Calypso’s proffered construction as to seven terms, chose its own construction as to three terms and agreed with defendants proffered construction as to only one term. The Court also expressly rejected defendants argument that the term “testimonial tag” was indefinite. On July 13, 2015 the Court entered an order severing the non-active claims out of the case and consolidating claims regarding those patents into a separate set of cases. These new cases address the claims which were held invalid by the PTAB and which are now on appeal to the Federal Circuit Court of Appeals. On July 14, 2015, the Company attended court-ordered mediation with Groupon. The result of that mediation was an impasse. On July 16, 2015, the Company attended court-ordered mediation with IZEA. The parties reached a settlement. On July 20, 2015, the Company attended court-ordered mediation with Foursquare. The result of that mediation was an impasse. As part of the Company's settlement with Living Social, the Company's attorney is entitled to additional compensation for the value of certain non-monetary arrangements. On August 17, 2015, the Company entered into a settlement agreement with IZEA, pursuant to which it settled all outstanding litigation with IZEA. Under the Agreement, IZEA has agreed to pay the Company a royalty fee of 4.125% of revenue from IZEA’s discontinued legacy platforms SocialSpark, Sponsored Tweets and WeReward. The remaining terms of the settlement are confidential. Legal costs due to our attorneys associated with the IZEA settlement are classified as a settlement payable on our condensed consolidated balance sheet. On September 21, 2015, the Company entered into a settlement agreement with Yelp, pursuant to which all outstanding litigation with Yelp was settled. Under the agreement, Yelp has agreed to purchase 4,000 KIOSentrix beacons. In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable. |
NOTE 9 - SUBSEQUENT EVENTS
NOTE 9 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 9 – SUBSEQUENT EVENTS Effective October 1, 2015, the Compensation Committee awarded the Company’s Chief Executive Officer options to purchase 32,864 shares of the Company’s common stock (the “Options”). The Options are exercisable at an exercise price of $5.00 per share for a term of 10 years. The Options were fully vested at the time of issuance. On October 2, 2015, pursuant to a securities purchase agreement, the Company sold an aggregate of 65,000 shares of its common stock together with warrants to purchase an aggregate of 65,000 shares of its common stock for net proceeds, after commissions and other costs, of $254,150. The warrants are exercisable at an exercise price of $4.75 for a term of five years. The Company is required to file a registration statement covering the shares and the shares issuable upon exercise of the warrants no later than thirty days following the closing. In addition, the purchase agreement prohibits the Company from effecting any public offering of common stock within ninety days of the closing unless the closing price of the Company’s common stock is above $15.00 per share for ten consecutive trading days. The Company paid the placement agent cash commissions equal to 8% of the gross proceeds of $276,250 or $22,100 On October 12, 2015, the Company awarded two employees options to purchase an aggregate of 5,000 shares of the Company’s common stock. The options are exercisable at $3.90 per share for a term of 10 years. Shares vest annually over a three year period. On October 23, 2015, the Company awarded a consultant options to purchase a total of 2,000 shares of the Company’s common stock. The options are exercisable at $2.86 per share for a term of 10 years. Shares vest annually over a three year period. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, debt discounts, derivative liabilities, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk As of September 30, 2015, two customers represented 52% and 22% of the Company’s accounts receivable. As of December 31, 2014, two customers represented 62% and 20% of the Company’s accounts receivable. During the three months ended September 30, 2015, two customers represented 77% and 13% of total revenue. During the nine months ended September 30, 2015, two customers represented 53% and 28% of total revenue. During the three months ended September 30, 2014, two customers represented 65% and 16% of total revenue. During the nine months ended September 30, 2014, three customers represented 55%, 20% and 11% of total revenue. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period, adjusted to give effect to the 50-for-1 reverse stock split, which was effective in the market on July 2, 2015 (see Note 6), and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the three and nine months ended September 30, 2015 and 2014 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: September 30, 2015 September 30, 2014 Convertible notes payable 71,864 60,000 Series A convertible preferred stock - 220,913 Options to purchase common stock 575,564 517,406 Warrants to purchase common stock 638,413 230,658 Restricted stock units - 65,429 Totals 1,285,841 1,094,406 |
Derivatives, Embedded Derivatives [Policy Text Block] | Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable ASC 480-10. When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s free standing derivatives consist of embedded conversion options with a convertible note. The Company evaluated these derivatives to assess their proper classification in the condensed consolidated balance sheets as of September 30, 2015 using the applicable classification criteria enumerated under ASC 815-Derivatives and Hedging. The Company determined that certain embedded conversion features do not contain fixed settlement provisions. The convertible note contains a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands. As such, the Company was required to record the debt derivatives which do not have fixed settlement provisions as liabilities and mark to market all such derivatives to fair value at the end of each reporting period. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest -Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 amends the existing guidance to require that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. ASU 2015-03 is effective on a retrospective basis for annual and interim reporting periods beginning after December 15, 2015, but early adoption is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on its condensed consolidated financial statements. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's financial position, results of operations or cash flows. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed below. |
NOTE 3 -SUMMARY OF SIGNIFICAN18
NOTE 3 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: September 30, 2015 September 30, 2014 Convertible notes payable 71,864 60,000 Series A convertible preferred stock - 220,913 Options to purchase common stock 575,564 517,406 Warrants to purchase common stock 638,413 230,658 Restricted stock units - 65,429 Totals 1,285,841 1,094,406 |
NOTE 4 - FAIR VALUE OF FINANC19
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Financial liabilities as of September 30, 2015 measured at fair value on a recurring basis are summarized below: September 30, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability $ 114,194 $ -- $ -- $ 114,194 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The fair value of the conversion option was calculated using a binomial lattice formula with the following weighted average assumptions during the three and nine months ended September 30, 2015: July 20, September 30, 2015 2015 Common Stock Closing Price $ 8.50 $ 5.14 Conversion Price per Share $ 7.6534 $ 7.6534 Conversion Shares 71,864 71,864 Call Option Value 4.21 1.59 Dividend Yield 0.00 % 0.00 % Volatility 124.15 % 123.08 % Risk-free Interest Rate 0.31 % 0.33 % Term 1.0 years 0.81 years |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis using significant unobservable input for the nine months ended September 30, 2015: Balance – January 1, 2015 $ -0- Aggregate amount of derivative instruments issued 302,287 Change in fair value of derivative liabilities (188,093 ) Balance – September 30, 2015 $ 114,194 |
NOTE 6 - STOCKHOLDERS' EQUITY (
NOTE 6 - STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following assumptions were used in determining the fair value of employee and vesting non-employee options during the three and nine months ended September 30, 2015 and 2014: September 30, 2015 September 30, 2014 Risk-free interest rate 1.68% - 2.07 % 2.13% - 2.73 % Dividend yield 0 % 0 % Stock price volatility 123.08%-145.24 % 76.31% - 79.2 % Expected life 6 - 10 years 6-10 years Weighted average grant date fair value $ 5.90 $ 5.50 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes the stock option activity for the nine months ended September 30, 2015: Shares Weighted-Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2015 441,064 $ 8.44 4.2 Granted 136,500 $ 6.74 10.0 Canceled/expired (2,000 ) $ 5.69 Outstanding at September 30, 2015 575,564 $ 8.04 4.8 $ 59,057 Exercisable at September 30, 2015 363,708 $ 8.43 3.8 $ 57,176 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table presents information related to stock options at September 30, 2015: Options Outstanding Options Exercisable Exercise Price Number of Options Weighted Average Remaining Life In Years Exercisable Number of Options $ 0.00-5.00 165,081 3.8 151,643 5.01-12.50 385,074 5.2 186,656 12.51-25.00 15,008 4.5 15,008 25.01-45.00 10,401 4.5 10,401 575,564 4.8 363,708 |
Schedule of Warrants Activity [Table Text Block] | The following table summarizes the warrant activity for the nine months ended September 30, 2015: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2015 220,913 $ 5.00 1.7 Grants 417,500 $ 4.75 5.0 Exercised - Forfeitures or expirations - Outstanding at September 30, 2015 638,413 $ 4.84 3.6 $ 193,753 Exercisable at September 30, 2015 638,413 $ 4.84 3.6 $ 193,753 |
NOTE 2 -GOING CONCERN AND MAN21
NOTE 2 -GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) - USD ($) | Jul. 20, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
NOTE 2 -GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) [Line Items] | ||||
Cash | $ 1,682,010 | $ 1,682,010 | ||
Working Capital | (1,023,935) | (1,023,935) | ||
Net Cash Provided by (Used in) Operating Activities | (1,190,646) | $ (1,972,253) | ||
Proceeds from Convertible Debt | 415,123 | $ 0 | ||
Proceeds from Issuance of Common Stock | 1,600,000 | |||
Payments of Stock Issuance Costs | $ 254,150 | $ 156,637 | ||
Convertible Debt [Member] | ||||
NOTE 2 -GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) [Line Items] | ||||
Convertible Debt, Noncurrent | $ 550,000 | |||
Proceeds from Convertible Debt | 500,000 | |||
Net Proceeds from Convertible Debt | $ 415,123 |
NOTE 3 -SUMMARY OF SIGNIFICAN22
NOTE 3 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Customer 1 [Member] | Accounts Receivable [Member] | |||||
NOTE 3 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 52.00% | 62.00% | |||
Customer 1 [Member] | Sales Revenue, Net [Member] | |||||
NOTE 3 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 77.00% | 65.00% | 53.00% | 55.00% | |
Customer 2 [Member] | Accounts Receivable [Member] | |||||
NOTE 3 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 22.00% | 20.00% | |||
Customer 2 [Member] | Sales Revenue, Net [Member] | |||||
NOTE 3 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 13.00% | 16.00% | 28.00% | 20.00% | |
Customer 3 [Member] | Sales Revenue, Net [Member] | |||||
NOTE 3 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 11.00% |
NOTE 3 -SUMMARY OF SIGNIFICAN23
NOTE 3 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net (loss) per share | 1,285,841 | 1,094,406 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net (loss) per share | 71,864 | 60,000 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net (loss) per share | 575,564 | 517,406 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net (loss) per share | 638,413 | 230,658 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net (loss) per share | 0 | 65,429 |
Series A Preferred Stock [Member] | Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net (loss) per share | 0 | 220,913 |
NOTE 4 - FAIR VALUE OF FINANC24
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) | Jul. 20, 2015 | Sep. 30, 2015 |
Fair Value Disclosures [Abstract] | ||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
NOTE 4 - FAIR VALUE OF FINANC25
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liability | $ 114,194 | $ 0 |
Fair Value, Inputs, Level 1 [Member] | ||
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liability | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liability | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liability | $ 114,194 |
NOTE 4 - FAIR VALUE OF FINANC26
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Fair Value Measurements, Valuation Techniques | Jul. 20, 2015$ / shares | Sep. 30, 2015$ / shares |
Fair Value Measurements, Valuation Techniques [Abstract] | ||
Common Stock Closing Price (in Dollars per share) | $ 8.50 | $ 5.14 |
Conversion Price per Share (in Dollars per share) | $ 7.6534 | $ 7.6534 |
Conversion Shares | 71,864 | 71,864 |
Call Option Value (in Dollars per share) | $ 4.21 | $ 1.59 |
Dividend Yield | 0.00% | 0.00% |
Volatility | 124.15% | 123.08% |
Risk-free Interest Rate | 0.31% | 0.33% |
Term | 1 year | 295 days |
NOTE 4 - FAIR VALUE OF FINANC27
NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Fair Value, Net Derivative Liability Measured on REcurring Basis, Unobservable Input Reconciliation | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value, Net Derivative Liability Measured on REcurring Basis, Unobservable Input Reconciliation [Abstract] | |
Balance – January 1, 2015 | $ 0 |
Balance – September 30, 2015 | 114,194 |
Aggregate amount of derivative instruments issued | 302,287 |
Change in fair value of derivative liabilities | $ (188,093) |
NOTE 5 - CONVERTIBLE NOTE PAY28
NOTE 5 - CONVERTIBLE NOTE PAYABLE (Details) - USD ($) | Jul. 20, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
NOTE 5 - CONVERTIBLE NOTE PAYABLE (Details) [Line Items] | ||||
Debt Instrument, Unamortized Discount | $ 341,112 | $ 0 | ||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 7.6534 | $ 7.6534 | ||
Amortization of Debt Discount (Premium) | $ 96,053 | $ 188,352 | ||
Convertible Debt [Member] | ||||
NOTE 5 - CONVERTIBLE NOTE PAYABLE (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 550,000 | |||
Debt Instrument, Term | 1 year | |||
Net Proceeds from Convertible Debt | $ 415,123 | |||
Debt Instrument, Unamortized Discount | $ 50,000 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | At any time commencing one hundred and eighty one days from issuance, the note is convertible into shares of the Company’s common stock at the option of the holder | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 7.65335 | |||
Debt Instrument, Maturity Date | Jan. 16, 2016 | |||
Debt Instrument, Payment Terms | the July 2015 Note shall amortize in four equal payments payable on January 20, 2016, February 20, 2016, March 20, 2016 and April 20, 2016. These payments shall be paid (i) in cash at a 120% premium, and/or (ii) in shares of the Company's common stock at a 20% discount to the average of the three daily volume weighted average prices of the Company’s common stock for the prior three trading days, provided the Company is in compliance with certain equity conditions as defined in the July 2015 Note. | |||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 302,287 | |||
Amortization of Debt Discount (Premium) | $ 96,053 | $ 0 |
NOTE 6 - STOCKHOLDERS' EQUITY29
NOTE 6 - STOCKHOLDERS' EQUITY (Details) - USD ($) | Jun. 26, 2015 | Mar. 03, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | May. 31, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 4.25 | $ 4.25 | $ 4.25 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 177,342 | ||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 417,500 | ||||||||||
Share Based Compensation Arrangement by Share Based Payment Award, Warrants Granted In Period, Gross (in Shares) | 417,500 | ||||||||||
Proceeds from Issuance or Sale of Equity | $ 1,617,738 | $ 1,330,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 4.75 | $ 4.75 | $ 4.75 | ||||||||
Warrant Term | 5 years | ||||||||||
Sale of Stock, Description of Transaction | The Company was required to file a registration statement covering the shares and the shares issuable upon exercise of the warrants no later than thirty days following the closing. The registration statement was filed during November 2015. In addition, the purchase agreement prohibits the Company from effecting any public offering of common stock within ninety days of the closing unless the closing price of the Company’s common stock is above $15.00 per share for ten consecutive trading days. | ||||||||||
Placement Agent, Commission Percentage | 8.00% | ||||||||||
Payments of Stock Issuance Costs | $ 254,150 | $ 156,637 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 136,500 | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 6.74 | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 694,036 | $ 694,036 | $ 694,036 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | ||||||||||
Share-based Compensation | $ 262,823 | 1,729,008 | |||||||||
Private Placement [Member] | |||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||||||||
Payments of Stock Issuance Costs | 141,950 | ||||||||||
Out of Pocket Expenses [Member] | |||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||||||||
Payments of Stock Issuance Costs | $ 14,687 | ||||||||||
Common Stock [Member] | |||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||||||||
Stockholders' Equity, Reverse Stock Split | 50-for-1 | ||||||||||
Conversion of Stock, Shares Converted (in Shares) | 250,666,631 | ||||||||||
Conversion of Stock, Shares Issued (in Shares) | 5,013,366 | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||||||||
Conversion of Stock, Shares Converted (in Shares) | 161,827 | ||||||||||
Conversion of Stock, Shares Issued (in Shares) | 47,646 | ||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 3.395 | ||||||||||
Investor Relations Services [Member] | |||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 13,636 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 90,000 | ||||||||||
Legal Services [Member] | |||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 14,958 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 87,342 | ||||||||||
Employees [Member] | |||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 10,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 5.14 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Intrinsic Value | $ 44,978 | ||||||||||
Employee Stock Option [Member] | |||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||||||||
Share-based Compensation | 93,925 | $ 180,525 | 262,823 | 414,070 | |||||||
Employee Stock Option [Member] | New Director [Member] | |||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 20,000 | 7,500 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | 10 years | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 7 | $ 5 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Intrinsic Value | $ 128,115 | $ 34,945 | |||||||||
Employee Stock Option [Member] | Director [Member] | |||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 80,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 7 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Intrinsic Value | $ 493,774 | ||||||||||
Employee Stock Option [Member] | Consultants [Member] | |||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 8,000 | 10,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | 10 years | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 7 | $ 7 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Intrinsic Value | $ 41,688 | $ 52,049 | |||||||||
Employee Stock Option [Member] | Employees [Member] | |||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 1,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 6.50 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Intrinsic Value | $ 5,570 | ||||||||||
Restricted Stock [Member] | |||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||||||||||
Share-based Compensation | $ 0 | $ 438,918 | $ 0 | $ 1,314,938 |
NOTE 6 - STOCKHOLDERS' EQUITY30
NOTE 6 - STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
NOTE 6 - STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Weighted average grant date fair value (in Dollars per share) | $ 5.90 | $ 5.50 |
Minimum [Member] | ||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Risk-free interest rate | 1.68% | 2.13% |
Stock price volatility | 123.08% | 76.31% |
Expected life | 6 years | 6 years |
Maximum [Member] | ||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Risk-free interest rate | 2.07% | 2.73% |
Stock price volatility | 145.24% | 79.20% |
Expected life | 10 years | 10 years |
NOTE 6 - STOCKHOLDERS' EQUITY31
NOTE 6 - STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Compensation, Stock Options, Activity - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Schedule of Share-based Compensation, Stock Options, Activity [Abstract] | ||
Shares Outstanding | 575,564 | 441,064 |
Weighted-Average Exercise Price, Shares Outstanding | $ 8.04 | $ 8.44 |
Weighted Average Remaining Contractual Term, Shares Outstanding | 4 years 292 days | 4 years 73 days |
Aggregate Intrinsic Value, Shares Outstanding | $ 59,057 | |
Exercisable at September 30, 2015 | 363,708 | |
Exercisable at September 30, 2015 | $ 8.43 | |
Exercisable at September 30, 2015 | 3 years 292 days | |
Exercisable at September 30, 2015 | $ 57,176 | |
Granted | 136,500 | |
Granted | $ 6.74 | |
Granted | 10 years | |
Canceled/expired | (2,000) | |
Canceled/expired | $ 5.69 |
NOTE 6 - STOCKHOLDERS' EQUITY32
NOTE 6 - STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of Options | 575,564 | 441,064 |
Options Exercisable, Weighted Average Remaining Life | 4 years 292 days | |
Options Exercisable, Number of Options | 363,708 | |
Exercise Price Range 0.00 - 5.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of Options | 165,081 | |
Options Exercisable, Weighted Average Remaining Life | 3 years 292 days | |
Options Exercisable, Number of Options | 151,643 | |
Exercise Price Range 5.01 - 12.50 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of Options | 385,074 | |
Options Exercisable, Weighted Average Remaining Life | 5 years 73 days | |
Options Exercisable, Number of Options | 186,656 | |
Exercise Price Range 12.51 - 25.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of Options | 15,008 | |
Options Exercisable, Weighted Average Remaining Life | 4 years 6 months | |
Options Exercisable, Number of Options | 15,008 | |
Exercise Price Range 25.01 - 45.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of Options | 10,401 | |
Options Exercisable, Weighted Average Remaining Life | 4 years 6 months | |
Options Exercisable, Number of Options | 10,401 | |
Minimum [Member] | Exercise Price Range 0.00 - 5.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price (in Dollars per share) | $ 0 | |
Minimum [Member] | Exercise Price Range 5.01 - 12.50 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price (in Dollars per share) | 5.01 | |
Minimum [Member] | Exercise Price Range 12.51 - 25.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price (in Dollars per share) | 12.51 | |
Minimum [Member] | Exercise Price Range 25.01 - 45.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price (in Dollars per share) | 25.01 | |
Maximum [Member] | Exercise Price Range 0.00 - 5.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price (in Dollars per share) | 5 | |
Maximum [Member] | Exercise Price Range 5.01 - 12.50 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price (in Dollars per share) | 12.50 | |
Maximum [Member] | Exercise Price Range 12.51 - 25.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price (in Dollars per share) | 25 | |
Maximum [Member] | Exercise Price Range 25.01 - 45.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Exercise Price (in Dollars per share) | $ 45 |
NOTE 6 - STOCKHOLDERS' EQUITY33
NOTE 6 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Activity - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Schedule of Warrants Activity [Abstract] | ||
Shares Outstanding | 638,413 | 220,913 |
Weighted-Average Exercise Price, Shares Outstanding (in Dollars per share) | $ 4.84 | $ 5 |
Weighted-Average Remaining Contractual Term, Shares Outstanding | 3 years 219 days | 1 year 255 days |
Aggregate Intrinsic Value, Shares Outstanding (in Dollars) | $ 193,753 | |
Exercisable at September 30, 2015 | 638,413 | |
Exercisable at September 30, 2015 (in Dollars per share) | $ 4.84 | |
Exercisable at September 30, 2015 | 3 years 219 days | |
Exercisable at September 30, 2015 (in Dollars) | $ 193,753 | |
Grants | 417,500 | |
Grants (in Dollars per share) | $ 4.75 | |
Grants | 5 years | |
Exercised | 0 | |
Forfeitures or expirations | 0 |
NOTE 7 - RELATED PARTY TRANSA34
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | Oct. 02, 2015 | Oct. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Payments of Stock Issuance Costs | $ 254,150 | $ 156,637 | ||||
Proceeds from Issuance or Sale of Equity | 1,617,738 | $ 1,330,000 | ||||
Out of Pocket Expenses [Member] | ||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Payments of Stock Issuance Costs | 14,687 | |||||
Subsequent Event [Member] | ||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Payments of Stock Issuance Costs | $ 22,100 | |||||
Proceeds from Issuance or Sale of Equity | $ 276,250 | |||||
Outsourced Accounting Services [Member] | Affiliated Entity [Member] | ||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 11,750 | 25,250 | ||||
Due to Related Parties | $ 9,500 | 9,500 | 9,500 | |||
Capital Market Advisory Services [Member] | Affiliated Entity [Member] | ||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 30,000 | $ 90,000 | ||||
Commissions, Percentage of Gross Proceeds | 8.00% | |||||
Payments of Stock Issuance Costs | $ 141,950 | |||||
Capital Market Advisory Services [Member] | Affiliated Entity [Member] | Out of Pocket Expenses [Member] | ||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Payments of Stock Issuance Costs | $ 14,687 | |||||
Capital Market Advisory Services [Member] | Affiliated Entity [Member] | Subsequent Event [Member] | ||||||
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Commissions, Percentage of Gross Proceeds | 8.00% | |||||
Payments of Stock Issuance Costs | $ 22,100 | |||||
Proceeds from Issuance or Sale of Equity | $ 276,250 |
NOTE 8 - COMMITMENTS AND CONT35
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details) | Sep. 21, 2015 | Aug. 14, 2015 |
IZEA [Member] | ||
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Royalty Fee, Percentage | 4.125% | |
KioSentrix [Member] | ||
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Settlement Agreement, Purchase Terms | 4,000 |
NOTE 9 - SUBSEQUENT EVENTS (Det
NOTE 9 - SUBSEQUENT EVENTS (Details) - USD ($) | Oct. 23, 2015 | Oct. 12, 2015 | Oct. 02, 2015 | Oct. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
NOTE 9 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 136,500 | ||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 417,500 | ||||||
Share Based Compensation Arrangement by Share Based Payment Award, Warrants Granted In Period, Gross (in Shares) | 417,500 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 4.75 | $ 4.75 | |||||
Warrant Term | 5 years | ||||||
Placement Agent, Commission Percentage | 8.00% | ||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 1,617,738 | $ 1,330,000 | |||||
Payments of Stock Issuance Costs (in Dollars) | $ 254,150 | $ 156,637 | |||||
Subsequent Event [Member] | |||||||
NOTE 9 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 2,000 | 5,000 | 32,864 | ||||
Option Exercise Price (in Dollars per share) | $ 2.86 | $ 3.90 | $ 5 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | 10 years | ||||
Stock Issued During Period, Shares, New Issues (in Shares) | 65,000 | ||||||
Share Based Compensation Arrangement by Share Based Payment Award, Warrants Granted In Period, Gross (in Shares) | 65,000 | ||||||
Proceeds from sale of equity, net (in Dollars) | $ 254,150 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 4.75 | ||||||
Warrant Term | 5 years | ||||||
Securities Purchase Agreement, Description | The Company is required to file a registration statement covering the shares and the shares issuable upon exercise of the warrants no later than thirty days following the closing. In addition, the purchase agreement prohibits the Company from effecting any public offering of common stock within ninety days of the closing unless the closing price of the Company’s common stock is above $15.00 per share for ten consecutive trading days. | ||||||
Placement Agent, Commission Percentage | 8.00% | ||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 276,250 | ||||||
Payments of Stock Issuance Costs (in Dollars) | $ 22,100 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years |