Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'BLUE CALYPSO, INC. | ' | ' |
Document Type | '10-K | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 199,437,262 | ' |
Entity Public Float | ' | ' | $18,218,077 |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001399587 | ' | ' |
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 | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Cash | $1,294,882 | $218,798 |
Accounts receivable, net | 64,300 | 43,868 |
Prepaid expenses | 57,371 | 3,052 |
Total current assets | 1,416,553 | 265,718 |
Property and equipment, net | 10,009 | 16,628 |
Capitalized software development costs, net of accumulated amortization of $647,247 and $352,957 as of December 31, 2013 and 2012, respectively | 984,674 | 923,449 |
Total assets | 2,411,236 | 1,205,795 |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | ' | ' |
Accounts payable | 161,225 | 84,947 |
Accrued expenses | 4,878 | 209,575 |
Deferred revenue | ' | 10,000 |
Convertible notes payable net of discount of $207,589 and $-0- as of December 31, 2013 and 2012, respectively | 242,411 | 465,000 |
Convertible notes payable-affiliate, net of discount of $-0- and $244,705 as of December 31, 2013 and 2012, respectively | ' | 278,186 |
Conversion option liability | ' | 109,802 |
Warrant liabilities | 2,030 | 10,854,204 |
Total current liabilities | 410,544 | 12,011,714 |
Convertible notes payable, net of discount of $15,830 and $213,500 as of December 31, 2013 and 2012, respectively | 134,170 | 236,500 |
Total liabilities | 544,714 | 12,248,214 |
Commitments and contingencies | ' | ' |
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; 750,068 and 1,700,000 shares issued and outstanding as of December 31, 2013 and 2012, respectively | 75 | 170 |
Common stock, $0.0001 par value; 680,000,000 shares authorized, 188,237,262 and 125,135,096 shares issued and outstanding as of December 31, 2013 and 2012, respectively | 18,824 | 12,514 |
Additional paid in capital | 26,279,393 | 6,552,878 |
Deficit accumulated during development stage | -24,431,770 | -17,607,981 |
Total stockholders' equity (deficiency) | 1,866,522 | -11,042,419 |
Total liabilities and stockholders' equity (deficiency) | 2,411,236 | 1,205,795 |
Preferred Stock [Member] | ' | ' |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | ' | ' |
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; 750,068 and 1,700,000 shares issued and outstanding as of December 31, 2013 and 2012, respectively | ' | ' |
Total stockholders' equity (deficiency) | 75 | 170 |
Series A Convertible Preferred Stock [Member] | ' | ' |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | ' | ' |
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; 750,068 and 1,700,000 shares issued and outstanding as of December 31, 2013 and 2012, respectively | $75 | $170 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Capitalized software development costs, accumulated amortization (in Dollars) | $647,247 | $352,957 |
Convertible Debt, Unamortized Discount, Current (in Dollars) | 207,589 | 0 |
Convertible Debt, Affiliate, Unamortized Discount, Current (in Dollars) | 0 | 244,705 |
Convertible Debt, Unamortized Discount, Non Current (in Dollars) | $15,830 | $213,500 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 680,000,000 | 680,000,000 |
Common stock, shares issued | 188,237,262 | 125,135,096 |
Common stock, shares outstanding | 188,237,262 | 125,135,096 |
Preferred Stock [Member] | ' | ' |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,700,000 | 1,700,000 |
Preferred stock, shares issued | 750,068 | 1,700,000 |
Preferred stock, shares outstanding | 750,068 | 1,700,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | 28 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
REVENUE | $341,972 | $74,584 | $468,183 |
Cost of revenue | 142,755 | 155,022 | 409,288 |
Gross profit (loss) | 199,217 | -80,438 | 58,895 |
OPERATING EXPENSES: | ' | ' | ' |
Sales and marketing | 682,600 | 420,692 | 1,970,954 |
General and administrative | 4,843,804 | 4,786,152 | 10,733,025 |
Depreciation and amortization | 300,909 | 267,677 | 681,520 |
Total operating expenses | 5,827,313 | 5,474,521 | 13,385,499 |
Loss from operations | -5,628,097 | -5,554,959 | -13,326,603 |
Other income (expense): | ' | ' | ' |
Change in fair value of derivative liabilities | 7,630,434 | 1,668,082 | -986,218 |
Loss on settlement or modification of debt | -6,810,982 | ' | -6,810,982 |
Interest expense | -2,015,145 | -1,188,782 | -3,307,967 |
Total other income (expense) | -1,195,693 | 479,300 | -11,105,167 |
NET LOSS | ($6,823,789) | ($5,075,659) | ($24,431,770) |
Net loss per common share, basic and diluted (in Dollars per share) | ($0.05) | ($0.04) | ' |
Weighted average common shares outstanding, basic and diluted (in Shares) | 144,270,454 | 133,060,503 | ' |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS` EQUITY (USD $) | Common Stock Shares Issued upon Debt Conversion [Member] | Common Stock Shares Issued upon Debt Conversion [Member] | Common Stock Shares Issued upon Debt Conversion [Member] | Preferred Stock Shares Issued upon Debt Conversion [Member] | Preferred Stock Shares Issued upon Debt Conversion [Member] | Preferred Stock Shares Issued upon Debt Conversion [Member] | Conversion of Notes Payable and Accrued Interest into Common stock at $0.03 Per Share [Member] | Conversion of Notes Payable and Accrued Interest into Common stock at $0.03 Per Share [Member] | Conversion of Notes Payable and Accrued Interest into Common stock at $0.03 Per Share [Member] | Conversion of Notes Payable and Accrued Interest into Common stock at $0.13 Per Share [Member] | Conversion of Notes Payable and Accrued Interest into Common stock at $0.13 Per Share [Member] | Conversion of Notes Payable and Accrued Interest into Common stock at $0.13 Per Share [Member] | Shares Issued, March 10, 2010 [Member] | Shares Issued, March 10, 2010 [Member] | Shares Issued, March 10, 2010 [Member] | Shares Issued, June 10,2010 [Member] | Shares Issued, June 10,2010 [Member] | Shares Issued, September 20, 2010 [Member] | Shares Issued, September 20, 2010 [Member] | Shares Issued, January 10,2011 [Member] | Shares Issued, January 10,2011 [Member] | Shares Issued, April 29,2011 [Member] | Shares Issued, April 29,2011 [Member] | Shares Issued, September 8,2011 [Member] | Shares Issued, September 8,2011 [Member] | Shares Issued, December 30,2011 [Member] | Shares Issued, December 30,2011 [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit during Development Stage [Member] | Total |
Common Stock [Member] | Additional Paid-in Capital [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | |||||||||||
Balance, Date of inception at Sep. 10, 2009 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance, Date of inception (in Shares) at Sep. 10, 2009 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -23,653 | -23,653 |
Balance at Dec. 31, 2009 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -23,653 | -23,653 |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -389,035 | -389,035 |
Shares issued for future services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,545 | -5,525 | 1,020 | 513 | -513 | 160 | -160 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for future services, shares (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,448,269 | ' | ' | 5,133,183 | ' | 1,604,124 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22 | ' | 22 |
Affiliate payable converted to equity on March 31, 2010 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,958 | ' | 21,958 |
Balance at Dec. 31, 2010 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,218 | 15,782 | -412,688 | -389,688 |
Balance, Date of inception (in Shares) at Dec. 31, 2010 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 72,185,576 | ' | ' | ' |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -12,119,634 | -12,119,634 |
Shares issued for future services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 128 | -128 | 128 | -128 | 32 | -32 | 155 | -155 | ' | ' | ' | ' | ' |
Shares issued for future services, shares (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,283,299 | ' | 1,283,299 | ' | 320,825 | ' | 1,550,115 | ' | ' | ' | ' | ' | ' |
Donated capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,249 | ' | 4,249 |
Shares cancelled as of July 25, 2011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -288 | 288 | ' | ' |
Shares cancelled as of July 25, 2011 (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,887,423 | ' | ' | ' |
Shares issued upon debt conversion | 2,814 | 1,562,274 | 1,565,088 | 150 | 1,499,850 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued upon debt conversion, shares (in Shares) | 28,135,234 | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued upon reverse merger | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,498 | -2,498 | ' | ' |
Shares issued upon reverse merger (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,974,700 | ' | ' | ' |
Stock based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,473 | ' | 5,473 |
Allocation of proceeds from warrants as of December 31, 2011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -712,827 | ' | -712,827 |
Balance at Dec. 31, 2011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150 | 12,685 | 2,372,148 | -12,532,322 | -10,147,339 |
Balance (in Shares) at Dec. 31, 2011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | 126,845,625 | ' | ' | ' |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,075,659 | -5,075,659 |
Sale of preferred stock at $1.00 per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 | ' | 199,980 | ' | 200,000 |
Sale of preferred stock at $1.00 per share (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' |
Restricted shares – net cancellations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -171 | 171 | ' | ' |
Restricted shares – net cancellations (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,700,529 | ' | ' | ' |
Sale of common stock at $0.50 per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90 | 448,916 | ' | 449,006 |
Sale of common stock at $0.50 per share (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 890,000 | ' | ' | ' |
Shares issued as settlement of accounts payable at $0.33 per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 107 | 354,788 | ' | 354,895 |
Shares issued as settlement of accounts payable at $0.33 per share (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,068,105 | ' | ' | ' |
Return of common shares from founder | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -197 | 197 | ' | ' |
Return of common shares from founder, shares (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,968,105 | ' | ' | ' |
Reclassification of derivative liabilities to equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification of warrants as derivative liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,003,920 | ' | -1,003,920 |
Fair value of warrants issued in connection with debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 416,528 | ' | 416,528 |
Beneficial conversion feature associated with notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 614,696 | ' | 614,696 |
Shares issued for future services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 354,895 | ' | ' | ' |
Shares issued for future services, shares (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,068,105 | ' | ' | ' |
Stock based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,149,374 | ' | 3,149,374 |
Balance at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 170 | 12,514 | 6,552,878 | -17,607,981 | -11,042,419 |
Balance (in Shares) at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | 125,135,096 | ' | ' | ' |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,823,789 | -6,823,789 |
Conversion of note payable-former Affiliate to equity at $0.15 per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 369 | 552,994 | ' | 553,363 |
Conversion of note payable-former Affiliate to equity at $0.15 per share (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,686,634 | ' | ' | ' |
Conversion of preferred shares to common shares at $0.0679 per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -95 | 1,399 | -1,304 | ' | ' |
Conversion of preferred shares to common shares at $0.0679 per share (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -949,932 | 13,991,162 | ' | ' | ' |
Sale of preferred stock at $1.00 per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Return of common shares from founder | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,658 | 1,658 | ' | ' |
Return of common shares from founder, shares (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -16,572,980 | ' | ' | ' |
Conversion of notes payable and accrued interest into common stock | ' | ' | ' | ' | ' | ' | 2,000 | 542,106 | 544,106 | 1,940 | 2,518,060 | 2,520,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of notes payable and accrued interest into common stock, shares (in Shares) | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | 19,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued in settlement of accounts payable at $0.235 per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 118 | 276,921 | ' | 277,039 |
Shares issued in settlement of accounts payable at $0.235 per share (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,178,069 | ' | ' | ' |
Reclassification of derivative liabilities to equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,384,814 | ' | 6,384,814 |
Shares issued to third party as debt discount in connection with notes payable at $0.18 per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120 | 229,571 | ' | 229,691 |
Shares issued to third party as debt discount in connection with notes payable at $0.18 per share (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' |
Shares issued as deferred financing costs in connection with notes payable at $0.172 per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100 | 171,900 | ' | 172,000 |
Shares issued as deferred financing costs in connection with notes payable at $0.172 per share (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' |
Shares issued to acquire software at $0.15 per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100 | 149,900 | ' | 150,000 |
Shares issued to acquire software at $0.15 per share (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | 1,000,000 |
Vesting of restricted stock units at $0.40 per share (prior year expense of $872,387) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 667 | 1,783,347 | ' | 1,784,014 |
Vesting of restricted stock units at $0.40 per share (prior year accrual of $872,387) (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,673,127 | ' | ' | ' |
Sale of common stock associated with two private transactions at $0.13 per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,155 | 1,499,845 | ' | 1,501,000 |
Sale of common stock associated with two private transactions at $0.13 per share (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,546,154 | ' | ' | ' |
Reclassification of warrants as derivative liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,013,972 | ' | -2,013,972 |
Loss on debt modification of notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,810,982 | ' | 6,810,982 |
Beneficial conversion feature associated with notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 268,210 | ' | 268,210 |
Stock based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 551,483 | ' | 551,483 |
Balance at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $75 | $18,824 | $26,279,393 | ($24,431,770) | $1,866,522 |
Balance (in Shares) at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,068 | 188,237,262 | ' | ' | ' |
CONSOLIDATED_STATEMENT_OF_STOC1
CONSOLIDATED STATEMENT OF STOCKHOLDERS` EQUITY (Parentheticals) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | |
Shares issued, Per share | ' | ' | $0.00 |
Sale of preferred stock, per share | ' | $1 | ' |
Sale of common stock, per share | ' | $0.50 | ' |
Shares issued as settlement of accounts payable, per share | ' | $0.33 | ' |
Conversion of note payable-former Affiliate to equity, per share | $0.15 | ' | ' |
Conversion of preferred shares to common shares, per share | $0.07 | ' | ' |
Shares issued to third party as debt discount in connection with notes payable, per share | $0.18 | ' | ' |
Shares issued as deferred financing costs in connection with notes payable, per share | $0.17 | ' | ' |
Shares issued to acquire software, per share | $0.15 | ' | ' |
Vesting of restricted stock units, per share | $0.40 | ' | ' |
Vesting of restricted stock units, accrual (in Dollars) | $872,387 | ' | ' |
Sale of common stock associated with two private transactions, per share | $0.13 | ' | ' |
Shares issued in settlement of accounts payable, per share | $0.24 | ' | ' |
Conversion of Notes Payable and Accrued Interest into Common stock at $0.03 Per Share [Member] | ' | ' | ' |
Conversion of notes payable and accrued interest into common stock, per share | $0.03 | ' | ' |
Conversion of Notes Payable and Accrued Interest into Common stock at $0.13 Per Share [Member] | ' | ' | ' |
Conversion of notes payable and accrued interest into common stock, per share | $0.13 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 28 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' | ' |
Net loss | ($6,823,789) | ($5,075,659) | ($24,431,770) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 300,909 | 267,677 | 681,520 |
Amortization of debt discount | 751,126 | 529,777 | 1,298,328 |
Amortization of deferred financing costs | 234,500 | 611,007 | 845,507 |
Change in fair value of derivative liabilities | -7,630,434 | -1,668,082 | 986,218 |
Loss on modification of warrants | 1,027,371 | ' | 1,027,371 |
Non-cash loss on settlement of notes payable | 6,810,982 | ' | 6,810,982 |
Stock based compensation | 2,530,061 | 3,168,957 | 5,704,386 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | -20,432 | 8,032 | -64,300 |
Prepaid expenses | -54,319 | 31,754 | -57,371 |
Accounts payable | 221,821 | 371,679 | 306,768 |
Accounts payable-affiliate | ' | -254,838 | 21,958 |
Accrued expenses | -94,697 | 93,133 | 95,397 |
Deferred revenue | -10,000 | -14,174 | ' |
Net cash used in operating activities | -2,756,901 | -1,930,737 | -6,775,007 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' | ' |
Software development costs | -205,515 | -331,689 | -1,379,939 |
Purchase of fixed assets | ' | ' | -23,781 |
Net cash used in investing activities | -205,515 | -331,689 | -1,403,720 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | ' |
Proceeds from notes payable | 2,600,000 | 1,460,958 | 7,186,236 |
Proceeds from notes payable, affiliate | ' | ' | 200,000 |
Fees paid to third party in connection with issuance of notes payable | -62,500 | ' | -62,500 |
Proceeds from sale of preferred stock | ' | 200,000 | 200,000 |
Proceeds from sale of common stock | 1,501,000 | 448,873 | 1,949,873 |
Net cash provided by financing activities | 4,038,500 | 2,109,831 | 9,473,609 |
Net increase (decrease) in cash and cash equivalents | 1,076,084 | -152,595 | 1,294,882 |
Cash at beginning of period | 218,798 | 371,393 | ' |
Cash at end of period | 1,294,882 | 218,798 | 1,294,882 |
SUPPLEMENTAL INFORMATION | ' | ' | ' |
Cash paid for interest | 63,510 | ' | 63,510 |
Cash paid for income taxes | ' | ' | ' |
Non-cash investing and financing activities: | ' | ' | ' |
Conversion of notes payable and accounts payable-former affiliate to common stock | 532,892 | 200,000 | 954,850 |
Former affiliate payable converted to note payable | ' | 545,958 | 545,958 |
Conversion of notes payable to common and preferred stock | 2,915,000 | ' | 5,684,214 |
Conversion of accrued interest on notes payable to common stock | 149,106 | ' | 149,106 |
Fair value of warrants issued in connection with preferred, common stock and notes payable | ' | 1,031,224 | 12,153,957 |
Issuance of shares as deferred financing costs related to note payable | 172,000 | ' | 172,000 |
Issuance of stockholder subscription receivable | ' | -120,000 | ' |
Issuance of stock to settle accounts payable | 277,039 | 354,895 | 631,934 |
Reclassification of derivative liability to equity | 6,384,814 | ' | 6,384,814 |
Reclassification of warrants as derivative liability | 2,013,972 | 1,003,920 | 3,017,892 |
Shares issued to third party as debt discount on note payable | 229,691 | ' | 229,691 |
Fair value of warrants issued in settlement of accounts payable | ' | ' | 45,206 |
Common stock issued to acquire software | 150,000 | ' | 150,000 |
Warrant [Member] | ' | ' | ' |
Non-cash investing and financing activities: | ' | ' | ' |
Fair value of conversion option issued | 3,041,342 | 1,452,335 | 4,493,677 |
Notes Payable [Member] | ' | ' | ' |
Non-cash investing and financing activities: | ' | ' | ' |
Fair value of conversion option issued | ' | ' | 787,192 |
Convertible Notes Payable [Member] | ' | ' | ' |
Non-cash investing and financing activities: | ' | ' | ' |
Fair value of conversion option issued | $11,930 | $71,184 | $83,114 |
NATURE_OF_OPERATIONS_AND_BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2013 | |
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 Holdings, Inc. (a development stage company), a Texas corporation (“BCHI”), was formed in February 2010 as an investment entity to hold a 100% single-member ownership interest in Blue Calypso, LLC, a Texas Limited Liability Company formed on September 11, 2009. The companies are under common control and in February 2010 were merged for strategic operating purposes. | |
On September 1, 2011, BCHI entered an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) and merged with Blue Calypso Acquisition, Corp., a wholly-owned subsidiary of Blue Calypso, Inc. formerly known as JJ&R Ventures, Inc. Pursuant to the terms and conditions of the Merger Agreement, (i) each share of Blue Calypso common stock issued and outstanding immediately prior to the closing of the Merger was exchanged for the right to receive 64.165 shares of the Company’s common stock. Accordingly, an aggregate of one hundred million (100,000,000) shares of the Company’s common stock were issued to the holders of Blue Calypso’s common stock. The merger was accounted for as a reverse merger and recapitalization in accordance with generally accepted accounting principles in the United States of America whereby BCHI was deemed the accounting acquirer for financial reporting purposes. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the merger were those of BCHI and were recorded at its historical cost basis. The operations after completion of the merger include those of BCHI and Blue Calypso Inc. Common stock and corresponding capital amounts of BCHI pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the merger. Effective October 7, 2011 the Company changed its state of incorporation from Nevada to Delaware pursuant to an Agreement and Plan of Merger dated September 9, 2011, providing for the merger of the Company with and into a newly formed wholly owned subsidiary incorporated in Delaware. | |
The Company is engaged in the development, licensing and enforcement of technology and intellectual property focused on digital word-of-mouth marketing and advertising. The Company has been presented as a "development stage enterprise.” The Company’s primary activities since inception, have been the design and development of its products, negotiating strategic alliances and other agreements, and raising capital. The Company has not commenced its principal operations, nor has it generated significant revenues from its operations since inception. |
GOING_CONCERN_AND_MANAGEMENTS_
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | 12 Months Ended |
Dec. 31, 2013 | |
Liquidity Going Concern Disclosure [Abstract] | ' |
Liquidity Going Concern Disclosure [Text Block] | ' |
NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | |
As of December 31, 2013, the Company had cash and cash equivalents of $1,294,882 and working capital of $1,003,009. During the year ended December 31, 2013, the Company used net cash in operating activities of $2,756,901. The Company has not yet generated any significant revenues, and has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. | |
During the year ended December 31, 2013, the Company raised $1,501,000 in cash proceeds from the sale of common stock and $2,600,000 through the issuance of notes payable. Subsequent to December 31, 2013, the Company received $560,000 from the exercise of certain warrants (see Note 13). The Company believes that its current cash on hand will be sufficient to fund its projected operating requirements through August 2014. | |
The Company's primary source of operating funds since inception has been cash proceeds from the issuance of common shares and preferred shares to its initial investors, proceeds from the issuance of convertible secured debentures and the sale of common stock and debentures in private placements. The Company intends to raise additional capital through private debt and equity investors, 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 complete its development activities 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 consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate 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 consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Accounting Policies [Abstract] | ' | |||
Significant Accounting Policies [Text Block] | ' | |||
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Principles of Consolidation | ||||
The accompanying 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. | ||||
Revenue Recognition | ||||
Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue includes fees received from customers for advertising and marketing service. Revenue is recognized when services are performed or licenses are granted to customers. | ||||
Revenue from the licensing of the Company’s intellectual property and settlements reached from legal enforcement of the Company’s patent rights is recognized when the arrangement with the licensee has been signed and the license has been delivered and made effective, provided license fees are fixed or determinable and collectability is reasonably assured. The fair value of licenses achieved by ordinary business negotiations is recognized as revenue. | ||||
The amount of consideration received upon any settlement or judgment is allocated to each element of the settlement based on the fair value of each element. Elements related to licensing agreements, royalty revenues, net of contingent legal fees, are recognized as revenue in the consolidated statement of operations. Elements that are not related to license agreements and royalty revenue in nature will be reflected as a separate line item within the other income section of the consolidated statements of operations. Elements provided in either settlement agreements or judgments include: the value of a license, legal release, and interest. When settlements or judgments are achieved at discounts to the fair value of a license, the Company allocates the full settlement or judgment, excluding specifically named elements as mentioned above, to the value of the license agreement or royalty revenue under the residual method. Legal release as part of a settlement agreement is recognized as a separate line item in the consolidated statements of operations when value can be allocated to the legal release. When the Company reaches a settlement with a defendant, no value is allocated to the legal release since the existence of a settlement removes legal standing to bring a claim of infringement and without a legal claim, the legal release has no economic value. The element that is applicable to interest income will be recorded as a separate line item in other income. The Company does not assume future performance obligations in its license arrangements. Revenue from licensing and related service fees aggregated $245,981 during the year ended December 31, 2013 and $74,584 during the year ended December 31, 2012. Revenues from September 11, 2009 (inception) through December 31, 2013 were $372,192. | ||||
The Company also has revenue from information technology design and programming consulting services. Revenue is recognized in the periods that satisfactory performance of services is delivered to customers. Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the service has occurred, all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue from consulting services was $95,991 during the year ended December 31, 2013 and $-0- during the year ended December 31, 2012. Revenues from September 11, 2009 (inception) through December 31, 2013 were $95,991. | ||||
Cost of Revenue | ||||
Legal costs directly related to the settlement of intellectual property and patent enforcement litigation are recognized as cost of revenue. Other legal expenses incurred in the normal course of the company's business are expensed when incurred as selling, general and administrative expenses. | ||||
Use of Estimates | ||||
The preparation of financial statements in conformity with 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, fair values relating to warrant and other derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. | ||||
Reclassifications | ||||
Certain prior period amounts have been reclassified for comparative purposes to conform to the fiscal 2013 presentation. These reclassifications have no impact on the previously reported net loss. | ||||
Concentrations of Credit Risk | ||||
The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. | ||||
As of December 31, 2013, two customers represented 49% and 24% of the Company’s accounts receivable. As of December 31, 2012, one customer represented 100% of the Company’s accounts receivable. | ||||
During the year ending December 31, 2013, two agreements represented 37% and 29% of total revenue. | ||||
Cash | ||||
Cash consist of cash held in bank demand deposits. The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. | ||||
The Company maintains cash in bank accounts located in the United States, which, at times, may exceed federally insured limits or be uninsured. The Company has not experienced any losses in such accounts. | ||||
Accounts Receivable | ||||
Accounts receivable primarily consists of trade receivables, net of allowances. On a periodic basis, the Company evaluates its trade receivables and establishes an allowance for doubtful accounts based on its history of past bad debt expense, collections and current credit conditions. The Company performs on-going credit evaluations of its customers and the customer’s current credit worthiness. Collections and payments from customers are continuously monitored. The Company maintains an allowance for doubtful accounts, which is based upon historical experience as well as specific customer collection issues that have been identified. As of December 31, 2013 and 2012, the Company’s allowance for doubtful accounts was $0. If the financial condition of customers were to deteriorate, resulting in an impairment of their ability to make payments, an allowances may be required in future periods. | ||||
Property and Equipment | ||||
Property and equipment consists of office equipment and is recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which for office equipment is three to five years. Expenditures for major renewals and betterments that extend the useful lives of the property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. | ||||
Intangible Assets | ||||
The Company capitalizes certain software development costs as well as purchased software upon achieving technological feasibility of the related products. Software development costs incurred and software purchased prior to achieving technological feasibility are charged to engineering and product development expense as incurred. Commencing upon initial product release, capitalized costs are amortized to cost of software licenses using the straight-line method over the estimated life of the product (which approximates the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product), which is generally up to five years. | ||||
Impairment of Long-lived Assets | ||||
The Company reviews the carrying value of intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. No impairment was deemed to exist as of December 31, 2013 and 2012. The Company re-evaluates the carrying amounts of its amortizable intangibles at least quarterly to identify any triggering events. As described above, if triggering events require us to undertake an impairment review, it is not possible at this time to determine whether it would be necessary to record a charge or if such charge would be material. | ||||
Income Taxes | ||||
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. | ||||
The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. | ||||
Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2013 and 2012. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. | ||||
The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. | ||||
Net Loss per Share | ||||
The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period 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 as of December 31, 2013 and 2012 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 income (loss) per share are as follows: | ||||
December 31, | December 31, | |||
2013 | 2012 | |||
Convertible notes payable | 3,000,000 | - | ||
Series A convertible preferred stock | 11,045,655 | 25,036,820 | ||
Options to purchase common stock | 13,877,573 | 9,460,543 | ||
Warrants to purchase common stock | 32,495,753 | 32,495,753 | ||
Restricted stock units | 13,456,667 | 13,456,667 | ||
Totals | 73,875,648 | 80,449,783 | ||
Preferred Stock | ||||
Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred shares in stockholders’ deficiency. As of December 31, 2013, the Company does not have any preferred shares subject to mandatory redemption outstanding. | ||||
Convertible Instruments | ||||
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 GAAP. | ||||
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. The Company also records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares. | ||||
Common Stock Purchase Warrants and Other 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 consisted of warrants to purchase common stock that were issued in connection with its private placement transactions (see Note 4) and embedded conversion options with convertible notes. The Company evaluated these derivatives to assess their proper classification in the consolidated balance sheets as of December 31, 2013 and 2012 using the applicable classification criteria enumerated under GAAP. The Company determined that certain common stock purchase warrants and the embedded conversion features do not contain fixed settlement provisions. The exercise price of such warrants is | ||||
subject to adjustment in the event that the Company subsequently issues equity securities or equity linked securities with exercise prices lower than the exercise price in these warrants. The convertible notes contained 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 warrants and 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. | ||||
The Company has adopted a sequencing policy that reclassifies contracts (from equity to assets or liabilities) with the most recent inception date first. Thus any available shares are allocated first to contracts with the most recent inception dates. | ||||
Stock-Based Compensation | ||||
The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. | ||||
Advertising | ||||
The Company's advertising costs are expensed as incurred. Advertising expense was $13,589 and $128,007 for the years ended December 31, 2013 and 2012, respectively, and $378,845 for the period from September 11, 2009 (inception) through December 31, 2013. | ||||
Recent Accounting Pronouncements | ||||
There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a 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 consolidated financial statements, except as disclosed below. |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
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 December 31, 2013 and 2012 measured at fair value on a recurring basis are summarized below: | ||||||||||||
December 31, | Quoted Prices | Significant | Significant | |||||||||
2013 | in Active | Other | Unobservable | |||||||||
Markets for | Observable | Inputs | ||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||
(Level 1) | (Level 2) | |||||||||||
Derivative liabilities | $ | 2,030 | $ | -- | $ | -- | $ | 2,030 | ||||
December 31, | Quoted Prices | Significant | Significant | |||||||||
2012 | in Active | Other | Unobservable | |||||||||
Markets for | Observable | Inputs | ||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||
(Level 1) | (Level 2) | |||||||||||
Derivative liabilities | $ | 10,964,006 | $ | -- | $ | -- | $ | 10,964,006 | ||||
The Company determined that the warrants issued in connection with certain financing transactions and certain conversion options related to convertible notes did not have fixed settlement provisions and are deemed to be derivative financial instruments, since the exercise prices were subject to adjustment based on certain subsequent equity issuances. Accordingly, the Company was required to record such warrants and conversion option as liabilities and mark all such derivatives to fair value each reporting period. Such instruments were classified within Level 3 of the valuation hierarchy. | ||||||||||||
The fair value of the warrants and the conversion options was calculated using a binomial lattice formula with the following weighted average assumptions during the years ended December 31, 2013 and 2012: | ||||||||||||
Dividend Yield | 0.00% | 0.00% | ||||||||||
Volatility | 80.34% to 85.43% | 85.99% to 95.63% | ||||||||||
Risk-free Interest Rate | 0.10% -1.71% | 0.25% -0.72% | ||||||||||
Term | 0.90 – 3.5 years | 1.6– 4.3 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. Since the Company’s common stock has not been publicly traded for a long period of time, an average of the historical volatility of comparative companies was used. 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 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 for the years ended December 31, 2013 and 2012: | ||||||||||||
Balance-January 1, 2012 | $ | 10,997,560 | ||||||||||
Aggregate fair value of derivative instruments issued | ||||||||||||
1,634,528 | ||||||||||||
Change in fair value of derivative liabilities | ||||||||||||
(1,668,082) | ||||||||||||
Balance – December 31, 2012 | 10,964,006 | |||||||||||
Aggregate fair value of derivative instruments issued | 3,053,272 | |||||||||||
Transfers out due to the expiration and modification of derivative aspect of financial instrument | -6,384,814 | |||||||||||
Change in fair value of derivative liabilities | -7,630,434 | |||||||||||
Balance – December 31, 2013 | $ | 2,030 | ||||||||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Property, Plant and Equipment [Abstract] | ' | |||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||
NOTE 5 – PROPERTY AND EQUIPMENT | ||||||
Property and equipment include the following: | ||||||
31-Dec-13 | 31-Dec-12 | |||||
Office Equipment | $ | 23,781 | $ | 23,781 | ||
Less: Accumulated depreciation | -13,772 | -7,153 | ||||
Property and equipment, net | $ | 10,009 | $ | 16,628 | ||
Depreciation expense was $6,619 and $4,756 for the years ended December 31, 2013 and 2012, respectively and $13,772 for the period from September 11, 2009 (inception) through December 31, 2013. |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Disclosure Text Block [Abstract] | ' | |||||
Intangible Assets Disclosure [Text Block] | ' | |||||
NOTE 6 – INTANGIBLE ASSETS | ||||||
Intangible assets consist of the following: | ||||||
December 31, | December 31, | |||||
2013 | 2012 | |||||
Capitalized Software Development Costs | $ | 1,631,921 | $ | 1,276,406 | ||
Less: Accumulated amortization | -647,247 | -352,957 | ||||
Net capitalized development costs | $ | 984,674 | $ | 923,449 | ||
During the year ended December 31, 2013, the Company issued 1,000,000 shares of its common stock valued at $150,000 to acquire certain software technology. The shares were valued based upon the volume weighted average price of the Company’s for the thirty days prior to the closing of the transaction. The Company recorded the fair value of the shares issued as an intangible asset with an estimated useful life of 5 years. | ||||||
Amortization expense relating to the capitalized development costs was $294,290 and $226,503 for the year ended December 31, 2013 and 2012, respectively, and $647,247 for the period from September 11, 2009 (inception) through December 31, 2013. | ||||||
The estimated future amortization of intangible assets over the remaining weighted average useful life of approximately 4 years is as follows: | ||||||
2014 | $ | 327,333 | ||||
2015 | 304,148 | |||||
2016 | 212,497 | |||||
2017 | 100,829 | |||||
Thereafter | 39,867 | |||||
Total | $ | 984,674 | ||||
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2013 | |
Disclosure Text Block [Abstract] | ' |
Long-term Debt [Text Block] | ' |
NOTE 7 – NOTES PAYABLE | |
May 6, 2013 Convertible Debentures | |
On May 6, 2013, the Company issued a convertible debenture in exchange for cash proceeds of $2,400,000 (the “May 2013 Debenture”). The May 2013 Debenture bears interest at a rate of 10% per annum, is due two years from the issuance date and is convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $0.25 per share. In connection with the May 2013 Debenture, the Company granted the note holder an aggregate of 1,200,000 shares of common stock with a grant date fair value of $254,400. The aggregate grant date fair value of the common stock was applied to the principal amount of the May 2013 Debenture to determine the debt discount. Accordingly, the Company allocated $229,691 of the proceeds to the relative fair value of the common stock on the grant date and recorded such amount as a debt discount on the date of the transaction. | |
On September 13, 2013, the Company modified certain terms of the May 2013 Debenture in order to induce the holder to convert the May 2013 Debenture into shares of the Company’s common stock as well as to eliminate certain restrictive covenants in the May 2013 Debenture. In exchange, the Company provided for a temporary reduction in the conversion price of the May 2013 Debenture to $0.13 per share through December 31, 2013, after which the conversion price will revert back to the original conversion price of $0.25 per share. In December 2013, the holder elected to convert the convertible debenture of $2,400,000 and related accrued interest of $120,000 at the conversion price of $0.13 per share for an aggregate of 19,400,000 shares of the Company’s common stock. In accordance with ASC 470-20, the fair value of the consideration was measured and recognized as an expense on the date that the inducement offer is accepted by the holder. In connection with the debt modification, the Company recorded a loss on debt modification of $1,351,400 representing the difference between the fair value of the aggregate shares issuable under the new conversion price and the original conversion terms of the May 2013 Debenture. | |
During the year ended December 31, 2013, the Company recognized $229,691 in amortization of the deferred debt discount relating to the May 2013 Debenture. In connection with the May 2013 Debenture, the Company incurred fees payable to a third party aggregating $62,500, and issued an aggregate of 1,000,000 shares with a grant date fair value of $172,000 to a third-party. Such amounts were recognized as Deferred Financing Costs on the date of the transaction, and were amortized over the term of the May 2013 Debenture. During the year ended December 31, 2013, the Company recognized $234,500 in amortization of the deferred financing costs relating to the May 2013 Debenture. | |
April 12, 2012 Senior Secured Convertible Debentures | |
From April 2012 through January 2013, the Company issued senior secured convertible debentures (the “Secured Convertible Debentures”) in exchange for an aggregate cash proceeds of $515,000 ($50,000 of which were received on January 15, 2013). The Secured Convertible Debentures had a stated interest rate of 8% per annum, were due on June 30, 2013 and were originally convertible into shares of the Company’s common stock at the option of the holder at a conversion price equal to the closing price of the Company’s common stock on the date of the conversion. | |
The Company identified an embedded derivative related to a conversion option in the Secured Convertible Debentures. 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. | |
During the year ended December 31, 2013, the holder of the Secured Convertible Debentures converted the aggregate principal amount of $515,000 and accrued interest and fees aggregating $30,764 into 20,000,000 shares of common stock. Concurrently with this transaction, a shareholder cancelled 12,886,346 shares of his common stock, which were being held in escrow pursuant to an escrow agreement between the shareholder and the Company. In connection with the debt modification, the Company recorded a loss on debt modification of $5,459,582 representing the difference between the fair value of the aggregate shares issuable under the new conversion price and the original conversion terms of the Secured Convertible Debenture. | |
November 15, 2012 Unit Offering | |
On November 15, 2012, the Company commenced a private offering of up to $3,000,000 of units (the "Units") at a purchase price of $50,000 per unit pursuant to the securities purchase agreement dated November 15, 2012 (the “Purchase Agreement”). Each Unit consisted of a 10% Convertible Debenture in the principal amount of $50,000 (the “10% Debenture”) and 12,500 shares of the Company’s common stock. The 10% Debenture bears interest at a rate of 10% per annum, is due two years from the issuance date and is convertible into shares of the Company’s common stock at a conversion price of $0.20 per share. Though December 31, 2012, we issued and sold an aggregate of 9 units totaling $450,000. The 10% Debentures were determined to have an embedded beneficial conversion feature (“BCF”) under the provisions of ASC 470-20, “Debt with Conversion and Other Options” based on the issue date market value and the exercise price of $0.20 per share. In accordance with ASC 470-20, a discount of $225,000 was recorded at issuance in 2012 based on the relative fair value of the instruments. During the year ended December 31, 2013 an additional $150,000 of 10% Debentures were issued. An additional discount of $268,210 was recorded in 2013. Amortization expense of $267,272 and $23,000 was recorded during the year ended December 31, 2013 and 2012, respectively. The note balance was $376,581 net of discount of $223,419 at December 31, 2013. | |
November 9, 2012 Exchange Agreement | |
On November 9, 2012, the Company entered into the exchange agreement with Aztec Systems, Inc (“Aztec”) (see Note 10), pursuant to which the Company and Aztec agreed to exchange a promissory note with a balance of $368,059 and the Company's existing accounts payable to Aztec of $177,899 for an 8% Convertible Note in the original principal amount of $545,958. The 8% Convertible Note was due on March 31, 2013. Pursuant to the exchange agreement, the Company agreed to register the shares of Common Stock issuable upon conversion of the 8% Convertible Note and an aggregate of 3,733,428 shares of Common Stock currently held by Aztec on or before December 31, 2012. The 8% Convertible Note is convertible into shares of the Company's Common Stock at a conversion price equal to the greater of: (i) $0.15 per share or (ii) the price per share at which Common Stock is sold in a subsequent financing. Upon effectiveness of the registration statement covering the resale of such shares, the 8% Convertible Note will automatically convert into shares of the Company's Common Stock at the applicable conversion price. The aggregate grant date fair value of the common stock was applied to the principal amount of the May 2013 Debenture to determine the debt discount. Accordingly, the Company allocated $229,691 of the proceeds to the relative fair value of the common stock on the grant date and recorded such amount as a debt discount on the date of the transaction. A discount of $341,224 was recorded at issuance and amortization expense of $244,705 and $96,519 was recognized for the years ended December 31, 2013 and 2012, respectively. The note balance was $301,253 net of discount of $244,705 at December 31, 2012. | |
Upon effectiveness of the registration statement on February 12, 2013, the 8% Convertible Note and accrued interest, in the aggregate amount of approximately $550,000 automatically converted at the fixed conversion price of $0.15 per share into an aggregate of 3,686,634 shares of the Company’s common stock. |
WARRANT_DERIVATIVE_LIABILITIES
WARRANT DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2013 | |
Warrant Derivative Liability [Abstract] | ' |
Warrant Derivative Liability [Text Block] | ' |
NOTE 8 - WARRANT DERIVATIVE LIABILITIES | |
The Company issued warrants in conjunction with the issuance of convertible debentures and the sale of Series A Convertible Preferred and Common Stock. These warrants contained certain reset provisions. Therefore, in accordance with ASC 815-40, the Company classified the fair value of the warrant as a liability at the date of issuance. Subsequent to the initial issuance date, the Company is required to adjust the warrant to fair value as an adjustment to current period operations. | |
During 2012, the Company reclassified additional paid in capital to warrant liabilities in the amount of $1,003,920 related reset provisions on warrants. | |
On April 19, 2013, the reset provisions of an aggregate of 22,091,310 warrants expired. Accordingly, the fair value at the date of expiration of $4,027,945 was reclassified from liabilities to equity. | |
On April 29, 2013, in connection with an amendment to the Secured Convertible Debentures, the Company reinstated the reset provisions of an aggregate of 11,045,655 warrants and extended their term from August 31, 2016 to April 30, 2018. The fair value of the modified warrants of $3,041,342 was recorded as a liability with $2,013,972 reclassified from equity (based on original terms) and $1,027,381 charged to current period interest (based on term modifications). The fair values were determined using the binomial lattice model. | |
On September 13, 2013, in connection with an amendment to the Secured Convertible Debentures, the Company modified the terms of 11,045,655 warrants as described above, 2,945,508 warrants issued on March 31, 2012 and 6,500,000 warrants issued on April 12, 2012, reducing the exercise prices from $0.10 per share to $0.05 per share; and eliminating the embedded reset provisions. Accordingly, the Company determined the change in fair values of $64,017 to current period expense and reclassified the adjusted liability to equity of $2,356,869. The fair values were determined using the binomial lattice model. | |
As of December 31, 2013, the Company had outstanding 487,235 warrants with embedded reset provisions. See Note 4). |
STOCKHOLDERS_DEFICIENCY
STOCKHOLDERS' DEFICIENCY | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||||||
NOTE 9 – STOCKHOLDERS’ DEFICIENCY | |||||||||||||
Common Stock | |||||||||||||
During the year ended December 31, 2012, the Company issued an aggregate of 1,068,105 shares of its common stock to various consultants for services rendered valued at $354,895. | |||||||||||||
During the year ended December 31, 2012, in connection with the sale of 200,000 shares of the Company’s Series A Convertible Preferred Stock at a conversion price of $0.0679 per share, the Company issued an aggregate of 2,945,508 warrants to purchase the Company’s common stock at $0.10 per share, expiring five years from the date of issuance. These warrants contained certain reset provisions (see Note 8). | |||||||||||||
During the years ended December 31, 2012 and 2013 the Company’s founder cancelled 1,968,105 and 16,572,980 shares of common stock, respectively from an escrow as part of an agreement to facilitate financing for the Company. | |||||||||||||
During the year ended December 31, 2012, the Company sold an aggregate of 890,000 shares of common stock as part of a private placement. The Company received consideration of gross cash proceeds of approximately $449,000. | |||||||||||||
During the year ended December 31, 2013, 949,932 shares of the Company’s Series A Convertible Preferred Stock were converted into an aggregate of 13,991,162 shares of common stock at the stated conversion price of $0.0679 per share. | |||||||||||||
During the year ended December 31, 2013, the Company issued an aggregate of 1,178,069 shares of common stock to consultants valued at approximately $277,039 for services previously rendered. The issuance was related to 1,428,069 granted shares and 250,000 shares that were cancelled. | |||||||||||||
In two private placement transactions dated October 7, 2013 and October 15, 2013, an aggregate of 11,546,154 shares of common stock were sold at $0.13 per share for total proceeds of $1,501,000. | |||||||||||||
Long-Term Incentive Plan | |||||||||||||
The stockholders approved the Blue Calypso, Inc. 2011 Long-Term Incentive Plan (the “Plan”) on September 9, 2011. The Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards which may be granted singly, in combination, or in tandem, and which may be paid in cash or shares of common stock. Subject to certain adjustments, the maximum number of shares of common stock that may be delivered pursuant to awards under the Plan is 35,000,000 shares. | |||||||||||||
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 an index of historical stock prices of comparable entities until sufficient data exists to estimate the volatility using the Company’s own historical stock prices. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options in accordance with the “simplified” method which enables the use of the simplified method for “plain vanilla” share options as defined in Staff Accounting Bulletin No. 107. 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. The fair value of stock-based payment awards during the year ended December 31, 2013 was estimated using the Black-Scholes pricing model. | |||||||||||||
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 years ended December 31, 2013 and 2012, respectively. | |||||||||||||
The following assumptions were used in determining the fair value of employee and vesting non-employee options: | |||||||||||||
December 31, 2013 | 31-Dec-12 | ||||||||||||
Risk-free interest rate | 0.62%-0.86% | 0.25% | |||||||||||
Dividend yield | 0% | 0% | |||||||||||
Stock price volatility | 35%-118% | 20%-37% | |||||||||||
Expected life | 6-10 years | 6-10 years | |||||||||||
Weighted average grant date fair value | $0.11 | $0.23 | |||||||||||
Employee options | |||||||||||||
During the year ended December 31, 2013, the Company granted options to purchase an aggregate of 4,908,530 shares of common stock to certain employees. These options vest over a 2 or 3 year period, have a term of 10 years, and contain exercise prices between $0.14 and $0.24 per share. The options had an aggregate grant fair date value of $538,727. | |||||||||||||
During the year ended December 31, 2012, the Company granted options to purchase an aggregate of 8,223,543 shares of common stock to certain employees. These options vest immediately to over a 2 year or 3 year period, have a term of 10 years, and contain exercise prices between $0.68 and $1.01 per share. The options had an aggregate grant fair date value of $1,396,521. | |||||||||||||
The following table summarizes the stock option activity for the years ended December 31, 2013 and 2012: | |||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate Intrinsic | ||||||||||
Exercise Price | Remaining | Value | |||||||||||
Contractual Term | |||||||||||||
Outstanding at January 1, 2012 | - | ||||||||||||
Grants | 8,223,543 | $ | 0. 1866 | 10 | $ | - | |||||||
Exercised | - | ||||||||||||
Forfeitures or expirations | -1,333,000 | $ | 0.1036 | ||||||||||
Outstanding at January 1, 2013 | 6,890,543 | $ | 0.2027 | 9.35 | $ | - | |||||||
Grants | 4,908,530 | $ | 0.2323 | 10 | $ | - | |||||||
Exercised | - | ||||||||||||
Forfeitures or expirations | -941,500 | 0.8215 | |||||||||||
Outstanding at December 31, 2013 | 10,857,573 | $ | 0.1627 | 8.8 | $ | 259,558 | |||||||
Vested and expected to vest at December 31, 2013 | 10,857,573 | $ | 0.1627 | 8.8 | $ | 259,558 | |||||||
Exercisable at December 31, 2013 | 5,865,436 | $ | 0.1 | 8.4 | $ | 251,426 | |||||||
The following table presents information related to employee stock options at December 31, 2013: | |||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||
Weighted | |||||||||||||
Average | Exercisable | ||||||||||||
Exercise | Number of | Remaining Life | Number of | ||||||||||
Price | Options | In Years | Options | ||||||||||
$ 0.00-0.10 | 5,929,043 | 8.4 | 5,822,102 | ||||||||||
0.11-0.25 | 4,858,530 | 9.3 | 20,000 | ||||||||||
0.26-0.75 | 70,000 | 8.7 | 23,334 | ||||||||||
10,857,573 | 8.7 | 5,865,436 | |||||||||||
As of December 31, 2013, stock-based compensation of $375,428 remains unamortized and is expected to be amortized over the weighted average remaining period of 2 years. | |||||||||||||
Non-employee options | |||||||||||||
During the year ended December 31, 2013, the Company granted options to purchase an aggregate of 750,000 shares of common stock to certain consultants. These options vest over a 3 year period, have a term of 10 years, and contain an exercise price of $0.14 to $0.24 per share. The vested options had an aggregate grant date fair value of $75,615. | |||||||||||||
During the year ended December 31, 2012, the Company granted options to purchase an aggregate of 1,650,000 shares of common stock to certain consultants. These options vest over a 1 year, 2 year or 3 year period, have a term of 10 years, and contain an exercise price of $0.14 to $0.24 per share. The vested options had an aggregate grant date fair value of $904,080. | |||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate Intrinsic | ||||||||||
Exercise Price | Remaining | Value | |||||||||||
Contractual Term | |||||||||||||
Outstanding at January 1, 2012 | 2,420,000 | $ | 0.0679 | ||||||||||
Grants | 1,650,000 | 0.621 | 10 | $ | - | ||||||||
Exercised | - | ||||||||||||
Forfeitures or expirations | -1,500,000 | 0.0679 | |||||||||||
Outstanding at January 1, 2013 | 2,570,000 | $ | 0.38 | 9.35 | $ | - | |||||||
Grants | 750,000 | $ | 0.228 | 10 | $ | - | |||||||
Exercised | - | ||||||||||||
Forfeitures or expirations | -300,000 | 0.8567 | |||||||||||
Outstanding at December 31, 2013 | 3,020,000 | $ | 0.2949 | 8.3 | $ | 77,435 | |||||||
Vested and expected to vest at December 31, 2013 | 3,020,000 | $ | 0.2439 | 8.8 | $ | 77,435 | |||||||
Exercisable at December 31, 2013 | 2,195,000 | $ | 0.25 | 8.1 | $ | 77,435 | |||||||
The following table presents information related to non-employee stock options at December 31, 2013: | |||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||
Weighted | |||||||||||||
Average | Exercisable | ||||||||||||
Exercise | Number of | Remaining Life | Number of | ||||||||||
Price | Options | In Years | Options | ||||||||||
$ 0.00-0.10 | 1,120,000 | 7.7 | 1,120,000 | ||||||||||
0.11-0.25 | 700,000 | 9.1 | 168,750 | ||||||||||
0.26-0.50 | 750,000 | 8.4 | 656,250 | ||||||||||
0.51-0.90 | 450,000 | 8.6 | 250,000 | ||||||||||
3,020,000 | 8.3 | 2,195,000 | |||||||||||
As of December 31, 2013, stock-based compensation of $95,321 remains unamortized and is expected to be amortized over the weighted average remaining period of 2 years. | |||||||||||||
The stock-based compensation expense related to option grants was $551,483 and $2,126,142 during the years ended December 31, 2013 and 2012, respectively. | |||||||||||||
Restricted Stock | |||||||||||||
The following table summarizes the restricted stock activity for the two years ended December 31, 2013: | |||||||||||||
Restricted shares issued as of January 1, 2012 | 1,870,940 | ||||||||||||
Granted | 13,085,842 | ||||||||||||
Forfeited | -1,500,115 | ||||||||||||
Total Restricted Shares Issued at December 31, 2012 | 13,456,667 | ||||||||||||
Granted | - | ||||||||||||
Total Restricted Shares Issued at December 31, 2013 | 13,456,667 | ||||||||||||
Vested at December 31, 2013 | -6,833,539 | ||||||||||||
Unvested restricted shares as of December 31, 2013 | 6,623,128 | ||||||||||||
A total of 13,085,842 shares were granted in 2012 to one employee and will vest 1/3 in the first year following the grant and the balance over the following 8 calendar quarters. | |||||||||||||
Stock based compensation expense related to restricted stock grants was $1,784,014 and $1,023,232 for the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013, the stock-based compensation relating to restricted stock of $2,477,216 remains unamortized and is expected to be amortized over the remaining period of approximately 1.5 years. | |||||||||||||
Warrants | |||||||||||||
The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable, at December 31, 2013: | |||||||||||||
Exercise | Number | Expiration | |||||||||||
Price | Outstanding | Date | |||||||||||
$ | 0.05 | 31,536,818 | March 2017 to April 2018 | ||||||||||
$ | 0.5 | 487,235 | November 2014 to December 2014 | ||||||||||
$ | 0.75 | 471,700 | Jul-14 | ||||||||||
32,495,753 | |||||||||||||
The following table summarizes the warrant activity for the two years ended December 31, 2013: | |||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate Intrinsic | ||||||||||
Exercise Price | Remaining | Value | |||||||||||
Contractual Term | |||||||||||||
Outstanding at January 1, 2012 | 22,091,310 | $ | 0.05 | 4.5 | |||||||||
Issued | 10,404,443 | 0.134 | 4.3 | $ | - | ||||||||
Exercised | - | ||||||||||||
Forfeitures or expirations | - | ||||||||||||
Outstanding at January 1, 2013 | 32,495,753 | $ | 0.0769 | 4.4 | $ | - | |||||||
Grants | - | $ | - | ||||||||||
Exercised | - | ||||||||||||
Forfeitures or expirations | - | ||||||||||||
Outstanding at December 31, 2013 | 32,495,753 | $ | 0.0769 | 3.4 | $ | - | |||||||
Vested and expected to vest at December 31, 2013 | 32,495,753 | $ | 0.0769 | 3.4 | $ | - | |||||||
Exercisable at December 31, 2013 | 32,495,753 | $ | 0.0769 | 3.4 | $ | - | |||||||
On April 19, 2012, in connection with the issuance of a senior secured 8% convertible debenture, the Company issued 6,500,000 warrants to purchase the Company’s common stock at $0.10 per share, expiring five years from the date of issuance. These warrants contained certain reset provisions (see Note 8). On June 13, 2012, in connection with the sale of the Company’s common stock, the Company issued 445,000 warrants to purchase the Company’s common stock at an exercise price of $0.75 per share for two years from the date of issuance. | |||||||||||||
During the year ended December 31, 2012, in connection with the settlement of outstanding accounts payable, the Company issued an aggregate of 487,235 warrants to purchase the Company’s common stock at an exercise price of $0.50 per share for two years from the date of issuance. The fair value of the warrants were determined by Black-Scholes option pricing model. | |||||||||||||
During the year ended December 31, 2012, in consideration of a portion of the investment banking fees associated with the common stock private placement, the Company issued 26,700 warrants to purchase the Company’s common stock at an exercise price of $0.75 per share for two years from the date of issuance. The fair value of the warrants were determined by Black-Scholes option pricing model. The assumptions used in the valuation of warrants were as follows: | |||||||||||||
0 | |||||||||||||
Risk-free interest rate | 0.77 to 1.75 | % | |||||||||||
Life of warrant | 4.75 to 4.01 years | ||||||||||||
Expected stock price volatility | 91.31% to 102.46 | % | |||||||||||
Expected dividend yield | $ | 0 | |||||||||||
The risk-free interest rate is based on the yield of Daily U.S. Treasury Yield Curve Rates with terms equal to the life of the warrants as of the grant date. The expected stock price volatility is based on comparable companies’ historical stock price volatility since the Company does not have sufficient historical volatility data because its equity shares have been publicly traded for only a limited period of time. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
NOTE 10 – RELATED PARTY TRANSACTIONS | |
Aztec was an affiliate of the Company that provided administrative and technical support services to the Company. The majority owner of Aztec was also the majority stockholder of the Company until the sale of Aztec on June 15, 2012. During the year ended December 31, 2013, Aztec converted convertible debentures aggregating $522,891 and accrued interest aggregating approximately $30,000 into 3,686,634 shares of common stock. Concurrently with this issuance a shareholder cancelled 3,686,634 shares of his common stock and returned them to the Company. During the year ended December 31, 2013, the Company recorded amortization of the debt discount relating to this note aggregating approximately $254,162. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
NOTE 11 – COMMITMENTS AND CONTINGENCIES | |
Operating leases | |
The Company leases office space under a month to month operating lease with no minimum future rental payments. The operating lease does not involve contingent liabilities. Rental expense under the operating lease totaled $36,857 and $30,534 for the years ended December 31, 2013 and 2012, respectively and $80,511 from September 11, 2009 (inception to date) through December 31, 2013. | |
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 Foursqaure 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. 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 patents 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 California, which the Court denied on September 27, 2013. | |
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 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 Covered Business Method Reviews at the PTAB is set for September 5, 2014. 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, which remains pending as of the date of this report. | |
On July 25, 2013, the Company entered into a Settlement Agreement and a License Agreement with MyLikes, Inc. to resolve the patent litigation that was pending in the U.S. District Court for the Eastern District of Texas, Tyler Division (Blue Calypso, Inc. v. MyLikes Inc. Case Nos. 6:12-CV-838, 6:13-cv-00376, 6:13-cv-00428 and 6:13-cv-00457). Pursuant to the Settlement Agreement and License Agreement, MyLikes has agreed to pay the Company the equivalent of a 3.5% royalty for use of the Company’s patents. | |
On August 16, 2013, the Company dismissed its patent infringement action against Living Social, Inc. (Civil Action No. 2:12cv518-JRG United States District Court for the Eastern District of Texas) pursuant to the terms of an otherwise confidential settlement and license agreement. | |
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. As of December 31, 2013, the payment of such compensation is not probable or measurable. | |
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. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||
NOTE 12 – INCOME TAXES | |||||||||
The tax effects of temporary differences that give rise to deferred tax assets are presented below: | |||||||||
For The Years Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred Tax Assets: | |||||||||
Net operating loss carryforward | $ | 3,327,518 | $ | 1,845,621 | |||||
Stock-based compensation | 1,862,399 | 1,097,845 | |||||||
Total deferred tax assets | 5,189,917 | 2,943,467 | |||||||
Valuation allowance | (5,189,917 | ) | (2,943,467 | ) | |||||
Deferred tax asset, net of valuation allowance | $ | - | $ | - | |||||
Changes in valuation allowance | $ | 2,246,450 | $ | 1,927,667 | |||||
The income tax provision (benefit) consists of the following: | |||||||||
For The Years Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Federal: | |||||||||
Current | $ | - | $ | - | |||||
Deferred | (2,246,450 | ) | (1,927,667 | ) | |||||
State and local: | |||||||||
Current | - | - | |||||||
Deferred | - | - | |||||||
Current Income Tax Expense (Benefit), Total | (2,246,450 | ) | (1,927,667 | ) | |||||
Change in valuation allowance | 2,246,450 | 1,927,667 | |||||||
Income tax provision (benefit) | $ | - | $ | - | |||||
A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: | |||||||||
For The Years Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Tax benefit at federal statutory rate | -34 | % | -34 | % | |||||
Permanent differences | 1.1 | % | - | ||||||
Change in valuation allowance | 32.9 | % | 34 | % | |||||
Effective income tax rate | 0 | % | 0 | % | |||||
The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s history of losses since inception, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized. | |||||||||
At December 31, 2013 and 2012, the Company had $9,786,817 and $5,428,2984, respectively, of federal net operating losses that may be available to offset future taxable income. The net operating loss carry forwards, if not utilized, will expire from 2030 to 2033 for federal purposes. In accordance with Section 382 of the Internal Revenue Code, the usage of the Company’s net operating loss carry forwards are subject to annual limitations in the event of a greater than 50% ownership change. | |||||||||
The Company files income tax returns in the U.S. federal jurisdiction is subject to examination by the various taxing authorities. The Company’s federal income tax returns for the tax years 2010 and forward remain subject to examination. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
NOTE 13 – SUBSEQUENT EVENTS | |
On January 9, 2014, the Company and an investor agreed to Amendment No. 4 of the warrant agreement that was initially entered into on September 1, 2011 associated with the issuance of 13,991,175 warrants. Amendment No. 4 extends the date of the price adjustment on the exercise price of the warrants to $0.05 per share until March 10, 2014. | |
On January 9, 2014, the Company and an investor agreed to Amendment No. 3 of the warrant agreement that was initially entered into on April 19, 2012 associated with the issuance of 6,500,000 warrants. Amendment No. 3 extends the date of the price adjustment on the exercise price of the warrants to $0.05 per share until March 10, 2014. | |
On January 10, 2014, two investors exercised an aggregate of 11,200,000 warrants to purchase common stock at an exercise price per share of $0.05 resulting in $560,000 in cash proceeds. | |
On March 14, 2014, the Compensation Committee awarded a performance bonus to the Company’s Chief Executive Officer. The base bonus was $340,000 and will be paid 25% in cash payment and 75% in the equivalent value of stock options. In addition, the Compensation Committee approved an equity bonus for Mr. Ogle consisting of stock options with a fair value of $800,000. The total bonus awarded was $1,140,000 of which $85,000 will be paid in cash and $1,055,000 will be paid in stock options valued using the Black Scholes method. | |
On March 24, 2014, one investor exercised an aggregate of 9,291,175 warrants to purchase common stock at an exercise price per share of $0.05 resulting in $464,558 in cash proceeds. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Accounting Policies [Abstract] | ' | |||
Consolidation, Policy [Policy Text Block] | ' | |||
Principles of Consolidation | ||||
The accompanying 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. | ||||
Revenue Recognition, Policy [Policy Text Block] | ' | |||
Revenue Recognition | ||||
Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue includes fees received from customers for advertising and marketing service. Revenue is recognized when services are performed or licenses are granted to customers. | ||||
Revenue from the licensing of the Company’s intellectual property and settlements reached from legal enforcement of the Company’s patent rights is recognized when the arrangement with the licensee has been signed and the license has been delivered and made effective, provided license fees are fixed or determinable and collectability is reasonably assured. The fair value of licenses achieved by ordinary business negotiations is recognized as revenue. | ||||
The amount of consideration received upon any settlement or judgment is allocated to each element of the settlement based on the fair value of each element. Elements related to licensing agreements, royalty revenues, net of contingent legal fees, are recognized as revenue in the consolidated statement of operations. Elements that are not related to license agreements and royalty revenue in nature will be reflected as a separate line item within the other income section of the consolidated statements of operations. Elements provided in either settlement agreements or judgments include: the value of a license, legal release, and interest. When settlements or judgments are achieved at discounts to the fair value of a license, the Company allocates the full settlement or judgment, excluding specifically named elements as mentioned above, to the value of the license agreement or royalty revenue under the residual method. Legal release as part of a settlement agreement is recognized as a separate line item in the consolidated statements of operations when value can be allocated to the legal release. When the Company reaches a settlement with a defendant, no value is allocated to the legal release since the existence of a settlement removes legal standing to bring a claim of infringement and without a legal claim, the legal release has no economic value. The element that is applicable to interest income will be recorded as a separate line item in other income. The Company does not assume future performance obligations in its license arrangements. Revenue from licensing and related service fees aggregated $245,981 during the year ended December 31, 2013 and $74,584 during the year ended December 31, 2012. Revenues from September 11, 2009 (inception) through December 31, 2013 were $372,192. | ||||
The Company also has revenue from information technology design and programming consulting services. Revenue is recognized in the periods that satisfactory performance of services is delivered to customers. Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the service has occurred, all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue from consulting services was $95,991 during the year ended December 31, 2013 and $-0- during the year ended December 31, 2012. Revenues from September 11, 2009 (inception) through December 31, 2013 were $95,991. | ||||
Cost of Sales, Policy [Policy Text Block] | ' | |||
Cost of Revenue | ||||
Legal costs directly related to the settlement of intellectual property and patent enforcement litigation are recognized as cost of revenue. Other legal expenses incurred in the normal course of the company's business are expensed when incurred as selling, general and administrative expenses. | ||||
Use of Estimates, Policy [Policy Text Block] | ' | |||
Use of Estimates | ||||
The preparation of financial statements in conformity with 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, fair values relating to warrant and other derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. | ||||
Reclassification, Policy [Policy Text Block] | ' | |||
Reclassifications | ||||
Certain prior period amounts have been reclassified for comparative purposes to conform to the fiscal 2013 presentation. These reclassifications have no impact on the previously reported net loss. | ||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | |||
Cash | ||||
Cash consist of cash held in bank demand deposits. The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. | ||||
The Company maintains cash in bank accounts located in the United States, which, at times, may exceed federally insured limits or be uninsured. The Company has not experienced any losses in such accounts. | ||||
Receivables, Policy [Policy Text Block] | ' | |||
Accounts Receivable | ||||
Accounts receivable primarily consists of trade receivables, net of allowances. On a periodic basis, the Company evaluates its trade receivables and establishes an allowance for doubtful accounts based on its history of past bad debt expense, collections and current credit conditions. The Company performs on-going credit evaluations of its customers and the customer’s current credit worthiness. Collections and payments from customers are continuously monitored. The Company maintains an allowance for doubtful accounts, which is based upon historical experience as well as specific customer collection issues that have been identified. As of December 31, 2013 and 2012, the Company’s allowance for doubtful accounts was $0. If the financial condition of customers were to deteriorate, resulting in an impairment of their ability to make payments, an allowances may be required in future periods. | ||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | |||
Property and Equipment | ||||
Property and equipment consists of office equipment and is recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which for office equipment is three to five years. Expenditures for major renewals and betterments that extend the useful lives of the property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. | ||||
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | ' | |||
Intangible Assets | ||||
The Company capitalizes certain software development costs as well as purchased software upon achieving technological feasibility of the related products. Software development costs incurred and software purchased prior to achieving technological feasibility are charged to engineering and product development expense as incurred. Commencing upon initial product release, capitalized costs are amortized to cost of software licenses using the straight-line method over the estimated life of the product (which approximates the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product), which is generally up to five years. | ||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' | |||
Impairment of Long-lived Assets | ||||
The Company reviews the carrying value of intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. No impairment was deemed to exist as of December 31, 2013 and 2012. The Company re-evaluates the carrying amounts of its amortizable intangibles at least quarterly to identify any triggering events. As described above, if triggering events require us to undertake an impairment review, it is not possible at this time to determine whether it would be necessary to record a charge or if such charge would be material. | ||||
Income Tax, Policy [Policy Text Block] | ' | |||
Income Taxes | ||||
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. | ||||
The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. | ||||
Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2013 and 2012. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. | ||||
The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. | ||||
Earnings Per Share, Policy [Policy Text Block] | ' | |||
Net Loss per Share | ||||
The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period 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 as of December 31, 2013 and 2012 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 income (loss) per share are as follows: | ||||
December 31, | December 31, | |||
2013 | 2012 | |||
Convertible notes payable | 3,000,000 | - | ||
Series A convertible preferred stock | 11,045,655 | 25,036,820 | ||
Options to purchase common stock | 13,877,573 | 9,460,543 | ||
Warrants to purchase common stock | 32,495,753 | 32,495,753 | ||
Restricted stock units | 13,456,667 | 13,456,667 | ||
Totals | 73,875,648 | 80,449,783 | ||
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block] | ' | |||
Preferred Stock | ||||
Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred shares in stockholders’ deficiency. As of December 31, 2013, the Company does not have any preferred shares subject to mandatory redemption outstanding. | ||||
Convertible Instrument Policy [Policy Text Block] | ' | |||
Convertible Instruments | ||||
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 GAAP. | ||||
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. The Company also records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares. | ||||
Common Stock Purchase Warrants and Other Derivative Financial Instrument Policy, [Policy Text Block] | ' | |||
Common Stock Purchase Warrants and Other 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 consisted of warrants to purchase common stock that were issued in connection with its private placement transactions (see Note 4) and embedded conversion options with convertible notes. The Company evaluated these derivatives to assess their proper classification in the consolidated balance sheets as of December 31, 2013 and 2012 using the applicable classification criteria enumerated under GAAP. The Company determined that certain common stock purchase warrants and the embedded conversion features do not contain fixed settlement provisions. The exercise price of such warrants is | ||||
subject to adjustment in the event that the Company subsequently issues equity securities or equity linked securities with exercise prices lower than the exercise price in these warrants. The convertible notes contained 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 warrants and 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. | ||||
The Company has adopted a sequencing policy that reclassifies contracts (from equity to assets or liabilities) with the most recent inception date first. Thus any available shares are allocated first to contracts with the most recent inception dates. | ||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | |||
Stock-Based Compensation | ||||
The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the consolidated statements of operations, as if such amounts were paid in cash. | ||||
Advertising Costs, Policy [Policy Text Block] | ' | |||
Advertising | ||||
The Company's advertising costs are expensed as incurred. Advertising expense was $13,589 and $128,007 for the years ended December 31, 2013 and 2012, respectively, and $378,845 for the period from September 11, 2009 (inception) through December 31, 2013. | ||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | |||
Recent Accounting Pronouncements | ||||
There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a 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 consolidated financial statements, except as disclosed below. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Accounting Policies [Abstract] | ' | |||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | |||
December 31, | December 31, | |||
2013 | 2012 | |||
Convertible notes payable | 3,000,000 | - | ||
Series A convertible preferred stock | 11,045,655 | 25,036,820 | ||
Options to purchase common stock | 13,877,573 | 9,460,543 | ||
Warrants to purchase common stock | 32,495,753 | 32,495,753 | ||
Restricted stock units | 13,456,667 | 13,456,667 | ||
Totals | 73,875,648 | 80,449,783 |
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | |||||||||||
December 31, | Quoted Prices | Significant | Significant | |||||||||
2013 | in Active | Other | Unobservable | |||||||||
Markets for | Observable | Inputs | ||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||
(Level 1) | (Level 2) | |||||||||||
Derivative liabilities | $ | 2,030 | $ | -- | $ | -- | $ | 2,030 | ||||
December 31, | Quoted Prices | Significant | Significant | |||||||||
2012 | in Active | Other | Unobservable | |||||||||
Markets for | Observable | Inputs | ||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||
(Level 1) | (Level 2) | |||||||||||
Derivative liabilities | $ | 10,964,006 | $ | -- | $ | -- | $ | 10,964,006 | ||||
Schedule of Warrants and Conversion Options Valuation Assumptions [Table Text Block] | ' | |||||||||||
Dividend Yield | 0.00% | 0.00% | ||||||||||
Volatility | 80.34% to 85.43% | 85.99% to 95.63% | ||||||||||
Risk-free Interest Rate | 0.10% -1.71% | 0.25% -0.72% | ||||||||||
Term | 0.90 – 3.5 years | 1.6– 4.3 years | ||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | |||||||||||
Balance-January 1, 2012 | $ | 10,997,560 | ||||||||||
Aggregate fair value of derivative instruments issued | ||||||||||||
1,634,528 | ||||||||||||
Change in fair value of derivative liabilities | ||||||||||||
(1,668,082) | ||||||||||||
Balance – December 31, 2012 | 10,964,006 | |||||||||||
Aggregate fair value of derivative instruments issued | 3,053,272 | |||||||||||
Transfers out due to the expiration and modification of derivative aspect of financial instrument | -6,384,814 | |||||||||||
Change in fair value of derivative liabilities | -7,630,434 | |||||||||||
Balance – December 31, 2013 | $ | 2,030 |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Property, Plant and Equipment [Abstract] | ' | |||||
Property, Plant and Equipment [Table Text Block] | ' | |||||
31-Dec-13 | 31-Dec-12 | |||||
Office Equipment | $ | 23,781 | $ | 23,781 | ||
Less: Accumulated depreciation | -13,772 | -7,153 | ||||
Property and equipment, net | $ | 10,009 | $ | 16,628 |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Disclosure Text Block [Abstract] | ' | |||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | |||||
December 31, | December 31, | |||||
2013 | 2012 | |||||
Capitalized Software Development Costs | $ | 1,631,921 | $ | 1,276,406 | ||
Less: Accumulated amortization | -647,247 | -352,957 | ||||
Net capitalized development costs | $ | 984,674 | $ | 923,449 | ||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | |||||
2014 | $ | 327,333 | ||||
2015 | 304,148 | |||||
2016 | 212,497 | |||||
2017 | 100,829 | |||||
Thereafter | 39,867 | |||||
Total | $ | 984,674 |
STOCKHOLDERS_DEFICIENCY_Tables
STOCKHOLDERS' DEFICIENCY (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
STOCKHOLDERS' DEFICIENCY (Tables) [Line Items] | ' | ||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||
December 31, 2013 | 31-Dec-12 | ||||||||||||
Risk-free interest rate | 0.62%-0.86% | 0.25% | |||||||||||
Dividend yield | 0% | 0% | |||||||||||
Stock price volatility | 35%-118% | 20%-37% | |||||||||||
Expected life | 6-10 years | 6-10 years | |||||||||||
Weighted average grant date fair value | $0.11 | $0.23 | |||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | ' | ||||||||||||
Restricted shares issued as of January 1, 2012 | 1,870,940 | ||||||||||||
Granted | 13,085,842 | ||||||||||||
Forfeited | -1,500,115 | ||||||||||||
Total Restricted Shares Issued at December 31, 2012 | 13,456,667 | ||||||||||||
Granted | - | ||||||||||||
Total Restricted Shares Issued at December 31, 2013 | 13,456,667 | ||||||||||||
Vested at December 31, 2013 | -6,833,539 | ||||||||||||
Unvested restricted shares as of December 31, 2013 | 6,623,128 | ||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | ' | ||||||||||||
Exercise | Number | Expiration | |||||||||||
Price | Outstanding | Date | |||||||||||
$ | 0.05 | 31,536,818 | March 2017 to April 2018 | ||||||||||
$ | 0.5 | 487,235 | November 2014 to December 2014 | ||||||||||
$ | 0.75 | 471,700 | Jul-14 | ||||||||||
32,495,753 | |||||||||||||
Schedule of Share-based Compensation, Warrants, Activity [Table Text Block] | ' | ||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate Intrinsic | ||||||||||
Exercise Price | Remaining | Value | |||||||||||
Contractual Term | |||||||||||||
Outstanding at January 1, 2012 | 22,091,310 | $ | 0.05 | 4.5 | |||||||||
Issued | 10,404,443 | 0.134 | 4.3 | $ | - | ||||||||
Exercised | - | ||||||||||||
Forfeitures or expirations | - | ||||||||||||
Outstanding at January 1, 2013 | 32,495,753 | $ | 0.0769 | 4.4 | $ | - | |||||||
Grants | - | $ | - | ||||||||||
Exercised | - | ||||||||||||
Forfeitures or expirations | - | ||||||||||||
Outstanding at December 31, 2013 | 32,495,753 | $ | 0.0769 | 3.4 | $ | - | |||||||
Vested and expected to vest at December 31, 2013 | 32,495,753 | $ | 0.0769 | 3.4 | $ | - | |||||||
Exercisable at December 31, 2013 | 32,495,753 | $ | 0.0769 | 3.4 | $ | - | |||||||
Schedule of Warrants and Conversion Options Valuation Assumptions [Table Text Block] | ' | ||||||||||||
Dividend Yield | 0.00% | 0.00% | |||||||||||
Volatility | 80.34% to 85.43% | 85.99% to 95.63% | |||||||||||
Risk-free Interest Rate | 0.10% -1.71% | 0.25% -0.72% | |||||||||||
Term | 0.90 – 3.5 years | 1.6– 4.3 years | |||||||||||
Employee Stock Option [Member] | ' | ||||||||||||
STOCKHOLDERS' DEFICIENCY (Tables) [Line Items] | ' | ||||||||||||
Schedule of Stock Options Roll Forward [Table Text Block] | ' | ||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate Intrinsic | ||||||||||
Exercise Price | Remaining | Value | |||||||||||
Contractual Term | |||||||||||||
Outstanding at January 1, 2012 | - | ||||||||||||
Grants | 8,223,543 | $ | 0. 1866 | 10 | $ | - | |||||||
Exercised | - | ||||||||||||
Forfeitures or expirations | -1,333,000 | $ | 0.1036 | ||||||||||
Outstanding at January 1, 2013 | 6,890,543 | $ | 0.2027 | 9.35 | $ | - | |||||||
Grants | 4,908,530 | $ | 0.2323 | 10 | $ | - | |||||||
Exercised | - | ||||||||||||
Forfeitures or expirations | -941,500 | 0.8215 | |||||||||||
Outstanding at December 31, 2013 | 10,857,573 | $ | 0.1627 | 8.8 | $ | 259,558 | |||||||
Vested and expected to vest at December 31, 2013 | 10,857,573 | $ | 0.1627 | 8.8 | $ | 259,558 | |||||||
Exercisable at December 31, 2013 | 5,865,436 | $ | 0.1 | 8.4 | $ | 251,426 | |||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||
Weighted | |||||||||||||
Average | Exercisable | ||||||||||||
Exercise | Number of | Remaining Life | Number of | ||||||||||
Price | Options | In Years | Options | ||||||||||
$ 0.00-0.10 | 5,929,043 | 8.4 | 5,822,102 | ||||||||||
0.11-0.25 | 4,858,530 | 9.3 | 20,000 | ||||||||||
0.26-0.75 | 70,000 | 8.7 | 23,334 | ||||||||||
10,857,573 | 8.7 | 5,865,436 | |||||||||||
Non-employee Options [Member] | ' | ||||||||||||
STOCKHOLDERS' DEFICIENCY (Tables) [Line Items] | ' | ||||||||||||
Schedule of Stock Options Roll Forward [Table Text Block] | ' | ||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate Intrinsic | ||||||||||
Exercise Price | Remaining | Value | |||||||||||
Contractual Term | |||||||||||||
Outstanding at January 1, 2012 | 2,420,000 | $ | 0.0679 | ||||||||||
Grants | 1,650,000 | 0.621 | 10 | $ | - | ||||||||
Exercised | - | ||||||||||||
Forfeitures or expirations | -1,500,000 | 0.0679 | |||||||||||
Outstanding at January 1, 2013 | 2,570,000 | $ | 0.38 | 9.35 | $ | - | |||||||
Grants | 750,000 | $ | 0.228 | 10 | $ | - | |||||||
Exercised | - | ||||||||||||
Forfeitures or expirations | -300,000 | 0.8567 | |||||||||||
Outstanding at December 31, 2013 | 3,020,000 | $ | 0.2949 | 8.3 | $ | 77,435 | |||||||
Vested and expected to vest at December 31, 2013 | 3,020,000 | $ | 0.2439 | 8.8 | $ | 77,435 | |||||||
Exercisable at December 31, 2013 | 2,195,000 | $ | 0.25 | 8.1 | $ | 77,435 | |||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||
Weighted | |||||||||||||
Average | Exercisable | ||||||||||||
Exercise | Number of | Remaining Life | Number of | ||||||||||
Price | Options | In Years | Options | ||||||||||
$ 0.00-0.10 | 1,120,000 | 7.7 | 1,120,000 | ||||||||||
0.11-0.25 | 700,000 | 9.1 | 168,750 | ||||||||||
0.26-0.50 | 750,000 | 8.4 | 656,250 | ||||||||||
0.51-0.90 | 450,000 | 8.6 | 250,000 | ||||||||||
3,020,000 | 8.3 | 2,195,000 | |||||||||||
Warrant [Member] | ' | ||||||||||||
STOCKHOLDERS' DEFICIENCY (Tables) [Line Items] | ' | ||||||||||||
Schedule of Warrants and Conversion Options Valuation Assumptions [Table Text Block] | ' | ||||||||||||
0 | |||||||||||||
Risk-free interest rate | 0.77 to 1.75 | % | |||||||||||
Life of warrant | 4.75 to 4.01 years | ||||||||||||
Expected stock price volatility | 91.31% to 102.46 | % | |||||||||||
Expected dividend yield | $ | 0 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | ||||||||
For The Years Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred Tax Assets: | |||||||||
Net operating loss carryforward | $ | 3,327,518 | $ | 1,845,621 | |||||
Stock-based compensation | 1,862,399 | 1,097,845 | |||||||
Total deferred tax assets | 5,189,917 | 2,943,467 | |||||||
Valuation allowance | (5,189,917 | ) | (2,943,467 | ) | |||||
Deferred tax asset, net of valuation allowance | $ | - | $ | - | |||||
Changes in valuation allowance | $ | 2,246,450 | $ | 1,927,667 | |||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | ||||||||
For The Years Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Federal: | |||||||||
Current | $ | - | $ | - | |||||
Deferred | (2,246,450 | ) | (1,927,667 | ) | |||||
State and local: | |||||||||
Current | - | - | |||||||
Deferred | - | - | |||||||
Current Income Tax Expense (Benefit), Total | (2,246,450 | ) | (1,927,667 | ) | |||||
Change in valuation allowance | 2,246,450 | 1,927,667 | |||||||
Income tax provision (benefit) | $ | - | $ | - | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | ||||||||
For The Years Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Tax benefit at federal statutory rate | -34 | % | -34 | % | |||||
Permanent differences | 1.1 | % | - | ||||||
Change in valuation allowance | 32.9 | % | 34 | % | |||||
Effective income tax rate | 0 | % | 0 | % |
NATURE_OF_OPERATIONS_AND_BASIS1
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) | 12 Months Ended | 0 Months Ended |
Dec. 31, 2013 | Sep. 01, 2011 | |
Merger Agreement [Member] | ||
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) [Line Items] | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | ' |
Stock Issued During Period, Shares, Acquisitions | 1,000,000 | 64.165 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | ' | 100,000,000 |
GOING_CONCERN_AND_MANAGEMENTS_1
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) (USD $) | 12 Months Ended | 28 Months Ended | 3 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Sep. 10, 2011 | Mar. 31, 2014 | |
Subsequent Event [Member] | ||||||
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Cash and Cash Equivalents, at Carrying Value | $1,294,882 | $218,798 | $1,294,882 | $371,393 | ' | ' |
Working Capital | 1,003,009 | ' | ' | ' | ' | ' |
Net Cash Provided by (Used in) Operating Activities | -2,756,901 | -1,930,737 | -6,775,007 | ' | ' | ' |
Proceeds from Issuance of Common Stock | 1,501,000 | 448,873 | 1,949,873 | ' | ' | ' |
Proceeds from Notes Payable | 2,600,000 | 1,460,958 | 7,186,236 | ' | ' | ' |
Proceeds from Warrant Exercises | ' | ' | ' | ' | ' | $560,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | 52 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ' | ' | ' |
Licenses Revenue | $245,981 | $74,584 | ' |
Sales Revenue, Services, Other | 95,991 | 0 | 95,991 |
Allowance for Doubtful Accounts Receivable | 0 | ' | 0 |
Finite-Lived Intangible Asset, Useful Life | '5 years | ' | ' |
Advertising Expense | ' | $128,007 | $378,845 |
Customer 1 [Member] | Accounts Receivable [Member] | ' | ' | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ' | ' | ' |
Concentration Risk, Percentage | 49.00% | 100.00% | ' |
Customer 1 [Member] | Sales [Member] | ' | ' | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ' | ' | ' |
Concentration Risk, Percentage | 37.00% | ' | ' |
Customer 2 [Member] | Accounts Receivable [Member] | ' | ' | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ' | ' | ' |
Concentration Risk, Percentage | 24.00% | ' | ' |
Customer 2 [Member] | Sales [Member] | ' | ' | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ' | ' | ' |
Concentration Risk, Percentage | 29.00% | ' | ' |
Office Equipment [Member] | Minimum [Member] | ' | ' | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '3 years | ' | ' |
Office Equipment [Member] | Maximum [Member] | ' | ' | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 73,875,648 | 80,449,783 |
Convertible Notes Payable [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 3,000,000 | ' |
Convertible Debt Securities [Member] | Series A Preferred Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 11,045,655 | 25,036,820 |
Equity Option [Member] | Common Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 13,877,573 | 9,460,543 |
Warrant [Member] | Common Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 32,495,753 | 32,495,753 |
Restricted Stock Units (RSUs) [Member] | Common Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 13,456,667 | 13,456,667 |
FAIR_VALUE_OF_FINANCIAL_INSTRU2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Disclosures [Abstract] | ' | ' |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
FAIR_VALUE_OF_FINANCIAL_INSTRU3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Financial liabilities measured at fair value on a recurring basis (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Financial liabilities measured at fair value on a recurring basis [Line Items] | ' | ' |
Derivative liabilities | $2,030 | $10,964,006 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Financial liabilities measured at fair value on a recurring basis [Line Items] | ' | ' |
Derivative liabilities | ' | ' |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Financial liabilities measured at fair value on a recurring basis [Line Items] | ' | ' |
Derivative liabilities | ' | ' |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Financial liabilities measured at fair value on a recurring basis [Line Items] | ' | ' |
Derivative liabilities | $2,030 | $10,964,006 |
FAIR_VALUE_OF_FINANCIAL_INSTRU4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - The fair value of the warrants and the conversion options | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - The fair value of the warrants and the conversion options [Line Items] | ' | ' |
Dividend Yield | 0.00% | 0.00% |
Volatility | '80.34% to 85.43% | '85.99% to 95.63% |
Risk-free Interest Rate | '0.10% -1.71% | '0.25% -0.72% |
Term | '0.90 - 3.5 years | '1.6- 4.3 years |
FAIR_VALUE_OF_FINANCIAL_INSTRU5
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - The fair value of the warrants and the conversion options (Parentheticals) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Minimum [Member] | ' | ' |
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - The fair value of the warrants and the conversion options (Parentheticals) [Line Items] | ' | ' |
Fair Value Assumptions, Expected Volatility Rate | 80.34% | 85.99% |
Fair Value Assumptions, Risk Free Interest Rate | 0.10% | 0.25% |
Fair Value Assumptions, Expected Term | '328 days | '1 year 219 days |
Maximum [Member] | ' | ' |
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - The fair value of the warrants and the conversion options (Parentheticals) [Line Items] | ' | ' |
Fair Value Assumptions, Expected Volatility Rate | 85.43% | 95.63% |
Fair Value Assumptions, Risk Free Interest Rate | 1.71% | 0.72% |
Fair Value Assumptions, Expected Term | '3 years 6 months | '4 years 109 days |
FAIR_VALUE_OF_FINANCIAL_INSTRU6
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Summary of the changes in the fair value (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Summary of the changes in the fair value [Abstract] | ' | ' | ' |
Balance | $2,030 | $10,964,006 | $10,997,560 |
Aggregate fair value of derivative instruments issued | 3,053,272 | 1,634,528 | ' |
Transfers out due to the expiration and modification of derivative aspect of financial instrument | -6,384,814 | ' | ' |
Change in fair value of derivative liabilities | ($7,630,434) | ($1,668,082) | ' |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 12 Months Ended | 52 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ' | ' | ' |
Depreciation | $6,619 | $4,756 | $13,772 |
PROPERTY_AND_EQUIPMENT_Details1
PROPERTY AND EQUIPMENT (Details) - Property and equipment (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property and equipment [Abstract] | ' | ' |
Office Equipment | $23,781 | $23,781 |
Less: Accumulated depreciation | -13,772 | -7,153 |
Property and equipment, net | $10,009 | $16,628 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended | 52 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Disclosure Text Block [Abstract] | ' | ' | ' |
Stock Issued During Period, Shares, Acquisitions (in Shares) | 1,000,000 | ' | ' |
Stock Issued During Period, Value, Acquisitions | $150,000 | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years | ' | ' |
Amortization of Intangible Assets | $294,290 | $226,503 | $647,247 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '4 years | ' | ' |
INTANGIBLE_ASSETS_Details_Inta
INTANGIBLE ASSETS (Details) - Intangible assets components (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Intangible assets components [Abstract] | ' | ' |
Capitalized Software Development Costs | $1,631,921 | $1,276,406 |
Less: Accumulated amortization | -647,247 | -352,957 |
Net capitalized development costs | $984,674 | $923,449 |
INTANGIBLE_ASSETS_Details_The_
INTANGIBLE ASSETS (Details) - The capitalized development costs amortization (USD $) | Dec. 31, 2013 |
The capitalized development costs amortization [Abstract] | ' |
2014 | $327,333 |
2015 | 304,148 |
2016 | 212,497 |
2017 | 100,829 |
Thereafter | 39,867 |
Total | $984,674 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | 0 Months Ended | 12 Months Ended | 28 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||
6-May-13 | Nov. 09, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 15, 2012 | Dec. 31, 2013 | 6-May-13 | 31-May-13 | Jan. 15, 2013 | Apr. 12, 2012 | Dec. 31, 2013 | Nov. 15, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 09, 2012 | Feb. 12, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 09, 2012 | |
Scenario, Forecast [Member] | May 2013 Debenture [Member] | May 2013 Debenture [Member] | Senior Secured Convertible Debentures [Member] | Senior Secured Convertible Debentures [Member] | Senior Secured Convertible Debentures [Member] | Purchase Agreement [Member] | Purchase Agreement [Member] | Purchase Agreement [Member] | Purchase Agreement [Member] | Aztec [Member] | Convertible Note [Member] | Convertible Note [Member] | Convertible Note [Member] | Convertible Note [Member] | |||||||
May 2013 Debenture [Member] | |||||||||||||||||||||
NOTES PAYABLE (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Debt | $2,400,000 | ' | ' | ' | ' | ' | ' | $2,400,000 | ' | ' | ' | ' | ' | $450,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 8.00% | ' | 8.00% | ' | ' | 10.00% | ' | ' | ' | 8.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion Converted Instrument Expiration Period | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.13 | ' | ' | ' | ' | ' | $0.13 | $0.25 | ' | ' | ' | ' | $0.20 | ' | ' | ' | ' | $0.15 | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | 12,500 | ' | ' | ' | ' | 3,686,634 | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | ' | 545,958 | 545,958 | ' | ' | 254,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | 244,705 | ' | 225,000 | ' | 229,691 | 229,691 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 341,224 |
Period of Availability of Reduced Conversion Price | ' | ' | 31-Dec-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Increase, Accrued Interest | 120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,764 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares Conversion of Notes Payable and Accrued Interest (in Shares) | 19,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Value Debt Discount | 1,351,400 | ' | 229,691 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Debt Discount (Premium) | 229,691 | ' | 751,126 | 529,777 | 1,298,328 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 267,272 | 23,000 | ' | ' | ' | ' | ' |
Debt Instrument, Fee Amount | 62,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services (in Shares) | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued for Services | 172,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Financing Costs | 234,500 | ' | 234,500 | 611,007 | 845,507 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 244,705 | 96,519 | ' |
Proceeds from Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 515,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Number of Equity Instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancellation of Unissued Common Stock Shares (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,886,346 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available-for-sale Debt Securities, Gross Unrealized Loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,459,582 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Private Offering Maximum Limit Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Private Offering Per Unit Cost (in Dollars per Item) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Units Sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Increase (Decrease), Other, Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount (Premium), Net | ' | ' | 223,419 | ' | 223,419 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 268,210 | ' | ' | ' | ' | ' | ' |
Long-term Debt, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 376,581 | ' | ' | ' | ' | ' | ' |
Notes Payable, Current | ' | 368,059 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts Payable, Current | ' | ' | 161,225 | 84,947 | 161,225 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 177,899 | ' | ' | ' | ' |
Debt Conversion, Original Debt, Amount | ' | 545,958 | 2,915,000 | ' | 5,684,214 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 550,000 | ' | ' | ' |
Conversion of Stock, Shares Issued (in Shares) | ' | 3,733,428 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Terms of Conversion Feature | ' | 'The 8% Convertible Note is convertible into shares of the Company's Common Stock at a conversion price equal to the greater of: (i) $0.15 per share or (ii) the price per share at which Common Stock is sold in a subsequent financing. Upon effectiveness of the registration statement covering the resale of such shares, the 8% Convertible Note will automatically convert into shares of the Company's Common Stock at the applicable conversion price. The aggregate grant date fair value of the common stock was applied to the principal amount of the May 2013 Debenture to determine the debt discount. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable, Related Parties, Noncurrent | ' | ' | ' | $301,253 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
WARRANT_DERIVATIVE_LIABILITIES1
WARRANT DERIVATIVE LIABILITIES (Details) (USD $) | 0 Months Ended | 12 Months Ended | 28 Months Ended | |||||
Apr. 19, 2013 | Apr. 29, 2013 | Apr. 12, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 13, 2013 | |
WARRANT DERIVATIVE LIABILITIES (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Equity, Fair Value Adjustment | $4,027,945 | $2,013,972 | ' | ' | ' | $1,003,920 | ' | ' |
Class of Warrant or Right, Outstanding (in Shares) | 22,091,310 | 11,045,655 | ' | ' | 487,235 | ' | 487,235 | 11,045,655 |
Fair Value Adjustment of Warrants | ' | 3,041,342 | ' | ' | ' | ' | ' | ' |
Interest Expense, Debt | ' | 1,027,381 | ' | ' | ' | ' | ' | ' |
Fair value of warrants issued in connection with preferred, common stock and notes payable | ' | ' | 6,500,000 | 2,945,508 | ' | 1,031,224 | 12,153,957 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | ' | ' | $0.10 | ' | ' | ' | ' | $0.05 |
Derivative, Gain (Loss) on Derivative, Net | ' | ' | ' | ' | 7,630,434 | 1,668,082 | -986,218 | ' |
Derivative [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
WARRANT DERIVATIVE LIABILITIES (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Equity, Fair Value Adjustment | ' | ' | ' | ' | 2,356,869 | ' | ' | ' |
Derivative, Gain (Loss) on Derivative, Net | ' | ' | ' | ' | $64,017 | ' | ' | ' |
STOCKHOLDERS_DEFICIENCY_Detail
STOCKHOLDERS' DEFICIENCY (Details) (USD $) | 0 Months Ended | 12 Months Ended | 28 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||
6-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 13, 2013 | Apr. 29, 2013 | Apr. 19, 2013 | Apr. 12, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Jun. 13, 2012 | Apr. 19, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 09, 2011 | Apr. 19, 2012 | |
Settlement of Accounts Payable [Member] | Option Vest First Year [Member] | Options Vest Second Year [Member] | Options Vest Third Year [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Non-employee Options [Member] | Non-employee Options [Member] | Non-employee Options [Member] | Non-employee Options [Member] | Non-employee Options [Member] | Non-employee Options [Member] | Non-employee Options [Member] | Non-employee Options [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Private Placement [Member] | Private Placement [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Long Term Incentive Plan [Member] | Senior Secured Convertible Debenture [Member] | |||||||||
Warrant [Member] | Non-employee Options [Member] | Non-employee Options [Member] | Non-employee Options [Member] | Employees [Member] | Employees [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Investment Banking Fees [Member] | |||||||||||||||||||||||||||
Consultant [Member] | Consultant [Member] | Consultant [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIENCY (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,178,069 | ' | 1,068,105 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued for Services (in Dollars) | $172,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $277,039 | ' | $354,895 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 949,932 | 200,000 | ' | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.07 | ' | ' | ' | ' | ' | ' | ' | $0.07 | ' | ' |
Class of Warrant or Right, Outstanding | ' | 487,235 | ' | 487,235 | 11,045,655 | 11,045,655 | 22,091,310 | ' | 487,235 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,700 | 445,000 | 6,500,000 | 2,945,508 | 32,495,753 | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | ' | ' | ' | ' | $0.05 | ' | ' | $0.10 | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.75 | $0.75 | $0.10 | $0.10 | ' | ' | ' | ' | ' |
Warrants Expiration Period | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '2 years | '5 years | '5 years | ' | ' | ' | ' | ' |
Return of Common Shares From Founder Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -16,572,980 | -1,968,105 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 890,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,501,000 | 449,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,991,162 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,908,530 | 8,223,543 | 4,908,530 | 8,223,543 | ' | ' | ' | ' | 750,000 | 1,650,000 | ' | ' | ' | ' | 750,000 | 1,650,000 | ' | ' | ' | ' | ' | 1,428,069 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | ' | 188,237,262 | 125,135,096 | 188,237,262 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,546,154 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Private Placement Number of Share Component Per Unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | '2 years | '2 years | '3 years | '3 years | ' | ' | ' | ' | ' | ' | '2 years | ' | '1 year 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' | '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) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.23 | $0.19 | $0.14 | $0.68 | $0.24 | $1.01 | ' | ' | $0.14 | $0.14 | $0.24 | $0.24 | $0.23 | $0.62 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement by Share Based Payment Award Options Grant Date Intrinsic Value (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 538,727 | 1,396,521 | ' | ' | ' | ' | 75,615 | 904,080 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation (in Dollars) | ' | 2,530,061 | 3,168,957 | 5,704,386 | ' | ' | ' | ' | ' | ' | ' | ' | 375,428 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '2 years | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Based Compensation Unamortized (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95,321 | ' | 2,477,216 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Granted, Value, Share-based Compensation, Net of Forfeitures (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $551,483 | $2,126,142 | ' | ' | ' | ' | ' | ' | $1,784,014 | $1,023,232 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | ' | ' | 13,085,842 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,085,842 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% |
STOCKHOLDERS_DEFICIENCY_Detail1
STOCKHOLDERS' DEFICIENCY (Details) - Assumptions used in determining fair value of employee and vesting non-employee options (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Assumptions used in determining fair value of employee and vesting non-employee options [Abstract] | ' | ' |
Risk-free interest rate | '0.62%-0.86% | '0.25% |
Dividend yield | 0.00% | 0.00% |
Stock price volatility | '35%-118% | '20%-37% |
Expected life | '6-10 years | '6-10 years |
Weighted average grant date fair value | $0.11 | $0.23 |
STOCKHOLDERS_DEFICIENCY_Detail2
STOCKHOLDERS' DEFICIENCY (Details) - Stock option activity for Employee options (Employee Stock Option [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Employee Stock Option [Member] | ' | ' | ' |
STOCKHOLDERS' DEFICIENCY (Details) - Stock option activity for Employee options [Line Items] | ' | ' | ' |
Employee Options, Outstanding, Shares | 10,857,573 | 6,890,543 | ' |
Employee Options, Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $0.16 | $0.20 | ' |
Employee Options, Outstanding, Weighted-Average Remaining Contractual Term | '8 years 292 days | '9 years 127 days | ' |
Employee Options, Outstanding, Aggregate Intrinsic Value (in Dollars) | $259,558 | ' | ' |
Vested and expected to vest at December 31, 2013 | 10,857,573 | ' | ' |
Vested and expected to vest at December 31, 2013 (in Dollars per share) | $0.16 | ' | ' |
Vested and expected to vest at December 31, 2013 | '8 years 292 days | ' | ' |
Vested and expected to vest at December 31, 2013 (in Dollars) | 259,558 | ' | ' |
Exercisable at December 31, 2013 | 5,865,436 | ' | ' |
Exercisable at December 31, 2013 (in Dollars per share) | $0.10 | ' | ' |
Exercisable at December 31, 2013 | '8 years 146 days | ' | ' |
Exercisable at December 31, 2013 (in Dollars) | 251,426 | ' | ' |
Employee Options, Grants, Shares | 4,908,530 | 8,223,543 | ' |
Employee Options, Grants, Weighted-Average Exercise Price (in Dollars per share) | $0.23 | $0.19 | ' |
Employee Options, Grants, Weighted-Average Remaining Contractual Term | '10 years | '10 years | ' |
Employee Options, Grants, Aggregate Intrinsic Value (in Dollars) | ' | ' | ' |
Employee Options, Exercised, Shares | ' | ' | ' |
Employee Options, Forfeitures or expirations, Shares | -941,500 | -1,333,000 | ' |
Employee Options, Forfeitures or expirations, Weighted-Average Exercise Price (in Dollars per share) | $0.82 | $0.10 | ' |
STOCKHOLDERS_DEFICIENCY_Detail3
STOCKHOLDERS' DEFICIENCY (Details) - Information related to employee stock options (Employee Stock Option [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
STOCKHOLDERS' DEFICIENCY (Details) - Information related to employee stock options [Line Items] | ' |
Employee options, Options Outstanding, Number of Options | 10,857,573 |
Employee options, Options Exercisable, Weighted Average Remaining Life | '8 years 255 days |
Employee options, Options Exercisable, Number of Options | 5,865,436 |
Exercise Price Range $0.00 - $0.10 [Member] | ' |
STOCKHOLDERS' DEFICIENCY (Details) - Information related to employee stock options [Line Items] | ' |
Employee options, Options Outstanding, Number of Options | 5,929,043 |
Employee options, Options Exercisable, Weighted Average Remaining Life | '8 years 146 days |
Employee options, Options Exercisable, Number of Options | 5,822,102 |
Exercise Price Range $0.11 - $0.25 [Member] | ' |
STOCKHOLDERS' DEFICIENCY (Details) - Information related to employee stock options [Line Items] | ' |
Employee options, Options Outstanding, Number of Options | 4,858,530 |
Employee options, Options Exercisable, Weighted Average Remaining Life | '9 years 109 days |
Employee options, Options Exercisable, Number of Options | 20,000 |
Exercise Price Range $0.26 - $0.75 [Member] | ' |
STOCKHOLDERS' DEFICIENCY (Details) - Information related to employee stock options [Line Items] | ' |
Employee options, Options Outstanding, Number of Options | 70,000 |
Employee options, Options Exercisable, Weighted Average Remaining Life | '8 years 255 days |
Employee options, Options Exercisable, Number of Options | 23,334 |
STOCKHOLDERS_DEFICIENCY_Detail4
STOCKHOLDERS' DEFICIENCY (Details) - Stock option activity for Non-employee options (Non-employee Options [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Non-employee Options [Member] | ' | ' | ' |
STOCKHOLDERS' DEFICIENCY (Details) - Stock option activity for Non-employee options [Line Items] | ' | ' | ' |
Non-employee options, Outstanding, Shares | 3,020,000 | 2,570,000 | 2,420,000 |
Non-employee options, Outstanding, Weighted-Average Exercise Price (in Dollars per share) | $0.29 | $0.38 | $0.07 |
Non-employee options, Outstanding, Weighted-Average Remaining Contractual Term | '8 years 109 days | '9 years 127 days | ' |
Non-employee options, Outstanding, Aggregate Intrinsic Value (in Dollars) | $77,435 | ' | ' |
Vested and expected to vest at December 31, 2013 | 3,020,000 | ' | ' |
Vested and expected to vest at December 31, 2013 (in Dollars per share) | $0.24 | ' | ' |
Vested and expected to vest at December 31, 2013 | '8 years 292 days | ' | ' |
Vested and expected to vest at December 31, 2013 (in Dollars) | 77,435 | ' | ' |
Exercisable at December 31, 2013 | 2,195,000 | ' | ' |
Exercisable at December 31, 2013 (in Dollars per share) | $0.25 | ' | ' |
Exercisable at December 31, 2013 | '8 years 36 days | ' | ' |
Exercisable at December 31, 2013 (in Dollars) | 77,435 | ' | ' |
Non-employee options, Grants, Shares | 750,000 | 1,650,000 | ' |
Non-employee options, Grants, Weighted-Average Exercise Price (in Dollars per share) | $0.23 | $0.62 | ' |
Non-employee options, Grants, Weighted-Average Remaining Contractual Term | '10 years | '10 years | ' |
Non-employee options, Grants, Aggregate Intrinsic Value (in Dollars) | ' | ' | ' |
Non-employee options, Exercised, Shares | ' | ' | ' |
Non-employee options, Forfeitures or expirations, Shares | -300,000 | -1,500,000 | ' |
Non-employee options, Forfeitures or expirations, Weighted-Average Exercise Price (in Dollars per share) | $0.86 | $0.07 | ' |
STOCKHOLDERS_DEFICIENCY_Detail5
STOCKHOLDERS' DEFICIENCY (Details) - Information related to non-employee stock options (Non-employee Options [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
STOCKHOLDERS' DEFICIENCY (Details) - Information related to non-employee stock options [Line Items] | ' |
Non-employee options, Options Outstanding, Number of Options | 3,020,000 |
Non-employee options, Options Exercisable, Weighted Average Remaining Life | '8 years 109 days |
Non-employee options, Options Exercisable, Number of Options | 2,195,000 |
Exercise Price Range $0.00 - $0.10 [Member] | ' |
STOCKHOLDERS' DEFICIENCY (Details) - Information related to non-employee stock options [Line Items] | ' |
Non-employee options, Options Outstanding, Number of Options | 1,120,000 |
Non-employee options, Options Exercisable, Weighted Average Remaining Life | '7 years 255 days |
Non-employee options, Options Exercisable, Number of Options | 1,120,000 |
Exercise Price Range $0.11 - $0.25 [Member] | ' |
STOCKHOLDERS' DEFICIENCY (Details) - Information related to non-employee stock options [Line Items] | ' |
Non-employee options, Options Outstanding, Number of Options | 700,000 |
Non-employee options, Options Exercisable, Weighted Average Remaining Life | '9 years 36 days |
Non-employee options, Options Exercisable, Number of Options | 168,750 |
Exercise Price Range $0.26 - $0.50 [Member] | ' |
STOCKHOLDERS' DEFICIENCY (Details) - Information related to non-employee stock options [Line Items] | ' |
Non-employee options, Options Outstanding, Number of Options | 750,000 |
Non-employee options, Options Exercisable, Weighted Average Remaining Life | '8 years 146 days |
Non-employee options, Options Exercisable, Number of Options | 656,250 |
Exercise Price Range $0.51 - $0.90 [Member] | ' |
STOCKHOLDERS' DEFICIENCY (Details) - Information related to non-employee stock options [Line Items] | ' |
Non-employee options, Options Outstanding, Number of Options | 450,000 |
Non-employee options, Options Exercisable, Weighted Average Remaining Life | '8 years 219 days |
Non-employee options, Options Exercisable, Number of Options | 250,000 |
STOCKHOLDERS_DEFICIENCY_Detail6
STOCKHOLDERS' DEFICIENCY (Details) - Restricted stock activity | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Restricted stock activity [Abstract] | ' | ' | ' |
Restricted shares issued | 13,456,667 | 13,456,667 | 1,870,940 |
Vested at December 31, 2013 | -6,833,539 | ' | ' |
Unvested restricted shares as of December 31, 2013 | 6,623,128 | ' | ' |
Granted | ' | 13,085,842 | ' |
Forfeited | ' | -1,500,115 | ' |
STOCKHOLDERS_DEFICIENCY_Detail7
STOCKHOLDERS' DEFICIENCY (Details) - Information with respect to outstanding warrants to purchase common stock (USD $) | Dec. 31, 2013 | Sep. 13, 2013 | Apr. 29, 2013 | Apr. 19, 2013 | Apr. 12, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 13, 2012 | Apr. 19, 2012 |
Warrants Exercise Price 0.05 [Member] | Warrants Exercise Price 0.50 [Member] | Warrants Exercise Price 0.75 [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | ||||||
Warrant [Member] | Warrant [Member] | Warrant [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, Exercise Price (in Dollars per Share) | ' | $0.05 | ' | ' | $0.10 | $0.05 | $0.50 | $0.75 | ' | $0.10 | $0.75 | $0.10 |
Warrants, Number of Share Outstanding | 487,235 | 11,045,655 | 11,045,655 | 22,091,310 | ' | 31,536,818 | 487,235 | 471,700 | 32,495,753 | 2,945,508 | 445,000 | 6,500,000 |
Warrants, Expiration Date | ' | ' | ' | ' | ' | 'March 2017 to April 2018 | 'November 2014 to December 2014 | 'July 2014 | ' | ' | ' | ' |
STOCKHOLDERS_DEFICIENCY_Detail8
STOCKHOLDERS' DEFICIENCY (Details) - Warrant activity (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Warrant activity [Abstract] | ' | ' | ' |
Warrants Outstanding, Number of Shares | 32,495,753 | 32,495,753 | 22,091,310 |
Warrants Outstanding, Weighted-Average Exercise Price | $0.08 | $0.08 | $0.05 |
Warrants Outstanding, Weighted-Average Remaining Contractual Term | '3 years 146 days | '4 years 146 days | '4 years 6 months |
Warrants Outstanding, Aggregate Intrinsic Value | ' | ' | ' |
Vested and expected to vest at December 31, 2013 | 32,495,753 | ' | ' |
Vested and expected to vest at December 31, 2013 | $0.08 | ' | ' |
Vested and expected to vest at December 31, 2013 | '3 years 146 days | ' | ' |
Exercisable at December 31, 2013 | 32,495,753 | ' | ' |
Exercisable at December 31, 2013 | $0.08 | ' | ' |
Exercisable at December 31, 2013 | '3 years 146 days | ' | ' |
Issued | ' | 10,404,443 | ' |
Issued | ' | $0.13 | ' |
Issued | ' | '4 years 109 days | ' |
STOCKHOLDERS_DEFICIENCY_Detail9
STOCKHOLDERS' DEFICIENCY (Details) - Fair value assumptions of the warrants (Warrant [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
Warrant [Member] | ' |
STOCKHOLDERS' DEFICIENCY (Details) - Fair value assumptions of the warrants [Line Items] | ' |
Risk-free interest rate | '0.77 to 1.75% |
Life of warrant | '4.75 to 4.01 years |
Expected stock price volatility | '91.31% to 102.46% |
Expected dividend yield | 0.00% |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 0 Months Ended | 12 Months Ended | 28 Months Ended | ||
6-May-13 | Nov. 09, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ' | ' | ' | ' | ' |
Debt Conversion, Original Debt, Amount | ' | $545,958 | $2,915,000 | ' | $5,684,214 |
Debt Instrument, Increase, Accrued Interest | 120,000 | ' | ' | ' | ' |
Conversion of Stock, Shares Issued (in Shares) | ' | 3,733,428 | ' | ' | ' |
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation (in Shares) | ' | ' | 3,686,634 | ' | ' |
Amortization of Debt Discount (Premium) | 229,691 | ' | 751,126 | 529,777 | 1,298,328 |
Aztec [Member] | ' | ' | ' | ' | ' |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ' | ' | ' | ' | ' |
Debt Conversion, Original Debt, Amount | ' | ' | 522,891 | ' | ' |
Debt Instrument, Increase, Accrued Interest | ' | ' | 30,000 | ' | ' |
Conversion of Stock, Shares Issued (in Shares) | ' | ' | 3,686,634 | ' | ' |
Amortization of Debt Discount (Premium) | ' | ' | $254,162 | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 12 Months Ended | 52 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ' | ' | ' |
Operating Leases, Rent Expense | $36,857 | $30,534 | $80,511 |
Settlement And License Agreement [Member] | ' | ' | ' |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ' | ' | ' |
Royalty | 3.50% | ' | 3.50% |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $9,786,817 | ' |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | ' | $54,282,984 |
INCOME_TAXES_Details_The_tax_e
INCOME TAXES (Details) - The tax effects of temporary differences that give rise to deferred tax assets (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
The tax effects of temporary differences that give rise to deferred tax assets [Abstract] | ' | ' |
Net operating loss carryforward | $3,327,518 | $1,845,621 |
Stock-based compensation | 1,862,399 | 1,097,845 |
Total deferred tax assets | 5,189,917 | 2,943,467 |
Valuation allowance | -5,189,917 | -2,943,467 |
Deferred tax asset, net of valuation allowance | ' | ' |
Changes in valuation allowance | $2,246,450 | $1,927,667 |
INCOME_TAXES_Details_The_incom
INCOME TAXES (Details) - The income tax provision (benefit) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
State and local: | ' | ' |
Current Income Tax Expense (Benefit), Total | ($2,246,450) | ($1,927,667) |
Change in valuation allowance | 2,246,450 | 1,927,667 |
Income tax provision (benefit) | ' | ' |
Domestic Tax Authority [Member] | ' | ' |
Federal: | ' | ' |
Current | ' | ' |
Deferred | -2,246,450 | -1,927,667 |
State and Local Jurisdiction [Member] | ' | ' |
State and local: | ' | ' |
Current | ' | ' |
Deferred | ' | ' |
INCOME_TAXES_Details_A_reconci
INCOME TAXES (Details) - A reconciliation of the statutory federal income tax rate to the Company`s effective tax rate | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
A reconciliation of the statutory federal income tax rate to the Company`s effective tax rate [Abstract] | ' | ' |
Tax benefit at federal statutory rate | -34.00% | -34.00% |
Permanent differences | 1.10% | ' |
Change in valuation allowance | 32.90% | 34.00% |
Effective income tax rate | 0.00% | 0.00% |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | Sep. 13, 2013 | 6-May-13 | Apr. 12, 2012 | Mar. 14, 2014 | Mar. 14, 2014 | Mar. 24, 2014 | Jan. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||
Deferred Bonus [Member] | Deferred Bonus [Member] | Common Stock [Member] | Common Stock [Member] | Warrant Agreement, Amendment No. 4 [Member] | Warrant Agreement, Amendment No. 3 [Member] | ||||||
Chief Executive Officer [Member] | |||||||||||
SUBSEQUENT EVENTS (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | ' | ' | ' | ' | ' | ' | ' | 13,991,175 | 6,500,000 | ' | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | ' | $0.13 | ' | ' | ' | ' | ' | $0.05 | $0.05 | ' | $0.07 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | ' | ' | ' | ' | 9,291,175 | 11,200,000 | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | $0.05 | ' | $0.10 | ' | ' | $0.05 | $0.05 | ' | ' | ' | ' |
Proceeds from Warrant Exercises | ' | ' | ' | ' | ' | $464,558 | $560,000 | ' | ' | $560,000 | ' |
Deferred Compensation Arrangement with Individual, Distributions Paid | ' | ' | ' | 340,000 | ' | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement With Individual, Stock Options Granted, Percentage | ' | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' | ' |
Deferred Compensation Equity | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Compensation Expense | ' | ' | ' | ' | 1,140,000 | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount | ' | ' | ' | ' | 85,000 | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Allocated Share-based Compensation Expense | ' | ' | ' | ' | $1,055,000 | ' | ' | ' | ' | ' | ' |