Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 27, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | OxySure Systems Inc | ||
Entity Central Index Key | 1413797 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $4,383,261 | ||
Entity Common Stock, Shares Outstanding | 29,573,414 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||
Cash and cash equivalents | $647,093 | $657,673 |
Accounts receivable, net | 369,575 | 47,183 |
Inventories | 277,346 | 287,666 |
License fee receivable | 463,308 | 500,000 |
Prepaid expenses and other current assets | 53,588 | 107,305 |
Total current assets | 1,810,910 | 1,599,827 |
Property and equipment, net | 91,537 | 70,249 |
Intangible assets, net | 362,764 | 392,746 |
Other assets, net | 246,237 | 289,532 |
TOTAL ASSETS | 2,511,448 | 2,352,354 |
Current liabilities | ||
Accounts payable and accrued expenses | 558,338 | 147,719 |
Related party payable | 154,850 | 118,627 |
Deferred revenue | 2,976 | |
Capital leases - current | 149 | 309,129 |
Notes payable - current, net of discount | 40,897 | 44,000 |
Convertible notes payable, net of discount | 606,932 | 229,903 |
Derivative liability | 31,010 | |
Total current liabilities | 1,392,176 | 852,354 |
Long-term liabilities | ||
Capital leases | 554 | |
Notes payable, net of discount | 44,484 | 76,072 |
Total long-term liabilities | 44,484 | 76,626 |
TOTAL LIABILITIES | 1,436,660 | 928,980 |
COMMITMENTS AND CONTINGENCY (NOTE 9) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, par value $0.0004 per share; 100,000,000 shares authorized; 28,438,631 shares of voting common stock issued and outstanding as of December 31, 2014 and 25,854,307 shares issued and outstanding as of December 31, 2013 | 11,377 | 10,343 |
Additional Paid-in Capital | 19,104,322 | 16,700,307 |
Accumulated deficit | -18,041,208 | -15,287,647 |
TOTAL STOCKHOLDERS' EQUITY | 1,074,788 | 1,423,374 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 2,511,448 | 2,352,354 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, par value $0.0005 per share; 25,000,000 shares authorized; | 296 | 371 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, par value $0.0005 per share; 25,000,000 shares authorized; |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Voting common stock, shares issued | 28,438,631 | 25,854,307 |
Voting common stock, shares outstanding | 28,438,430 | 25,854,307 |
Series A Preferred Stock [Member] | ||
Preferred Stock, shares issued | 593,750 | 743,750 |
Preferred stock, shares outstanding | 593,750 | 743,750 |
Series B Preferred Stock [Member] | ||
Preferred Stock, shares issued | 1,145 | 750 |
Preferred stock, shares outstanding | 1,145 | 750 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Revenues, net | $2,437,402 | $1,800,327 |
Cost of goods sold | 1,419,047 | 592,986 |
Gross profit | 1,018,355 | 1,207,341 |
Operating expenses | ||
Research and development | 583,435 | 356,015 |
Sales and marketing | 718,705 | 353,156 |
Other general and administrative | 1,751,006 | 986,468 |
Loss from operations | -2,034,791 | -488,298 |
Other income (expenses) | ||
Other income (expense) | 188,843 | 25,825 |
Interest expense | -907,612 | -249,979 |
Total other income (expenses) | -718,769 | -224,154 |
Net loss | ($2,753,560) | ($712,452) |
Basic net income (loss) per common share | ($0.10) | ($0.03) |
Diluted net income (loss) per common share | ($0.10) | ($0.03) |
Weighted average common shares outstanding: | ||
Basic | 26,367,254 | 23,754,402 |
Diluted | 26,367,254 | 23,754,402 |
Statement_of_Stockholders_Equi
Statement of Stockholders' Equity (USD $) | Total | Convertible Preferred Stock Series A [Member] | Convertible Preferred Stock Series B [Member] | Common stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2012 | ($916,335) | $409 | $9,020 | $13,649,431 | ($14,575,195) | |
Beginning Balance, Shares at Dec. 31, 2012 | 818,750 | 22,548,678 | ||||
Common stock issued upon conversion of convertible preferred stock | -38 | 37 | 1 | |||
Common stock issued upon conversion of convertible preferred stock, Shares | -75,000 | 91,500 | ||||
Series B preferred stock and warrants issued for cash | -750,000 | 750,000 | ||||
Series B preferred stock and warrants issued for cash, Shares | 750 | |||||
Common stock issued for cash and warrants | -216,800 | 174 | 216,626 | |||
Common stock issued for cash and warrants, Shares | 435,000 | |||||
Common stock issued for cash | 347,364 | 268 | 347,096 | |||
Common stock issued for cash, Shares | 670,947 | |||||
Common stock issued upon conversion of convertible notes | 462,448 | 193 | 462,255 | |||
Common stock issued upon conversion of convertible notes, Shares | 482,934 | |||||
Common stock issued for exercising options and warrants | 4,388 | 176 | 4,212 | |||
Common stock issued for exercising options and warrants, Shares | 438,888 | |||||
Common stock issued for services | 257,837 | 129 | 257,708 | |||
Common stock issued for services, Shares | 322,000 | |||||
Common stock issued for conversion of rent | 423,413 | 258 | 423,155 | |||
Common stock issued for conversion of rent, Shares | 644,347 | |||||
Stock Issued During Period Shares Prepaid Rent | 220,013 | |||||
Stock Issued During Period Value Prepaid Rent | 162,810 | 88 | 162,722 | |||
Stock based compensation expense | 61,480 | 61,480 | ||||
Beneficial conversion feature | 317,609 | 317,609 | ||||
Deferred loan costs | 48,012 | 48,012 | ||||
Net loss | -712,452 | -712,452 | ||||
Ending Balance at Dec. 31, 2013 | 1,423,374 | 371 | 10,343 | 16,700,307 | -15,287,647 | |
Ending Balance, Shares at Dec. 31, 2013 | 743,750 | 750 | 25,854,307 | |||
Common stock issued upon conversion of convertible preferred stock | -75 | 73 | 2 | |||
Common stock issued upon conversion of convertible preferred stock, Shares | -150,000 | 183,000 | ||||
Series B preferred stock and warrants issued for cash | 0 | 0 | 95 | -95 | ||
Series B preferred stock and warrants issued for cash, Shares | -130 | 236,364 | ||||
Common stock issued for cash and warrants | 525,000 | 0 | 525,000 | |||
Common stock issued for cash and warrants, Shares | 525 | |||||
Common stock issued for cash | 29,700 | 17 | 29,683 | |||
Common stock issued for cash, Shares | 41,580 | |||||
Common stock issued upon conversion of convertible notes | 625,913 | 612 | 625,301 | |||
Common stock issued upon conversion of convertible notes, Shares | 1,529,734 | |||||
Common stock issued for exercising options and warrants | 4,370 | 175 | 4,195 | |||
Common stock issued for exercising options and warrants, Shares | 436,945 | |||||
Common stock issued for services | 64,874 | 32 | 64,842 | |||
Common stock issued for services, Shares | 81,500 | 81,500 | ||||
Common stock issued for conversion of rent | ||||||
Common stock issued for conversion of rent, Shares | ||||||
Common stock issued in connection with lease extinguishment | 66,750 | 30 | 66,720 | |||
Common stock issued in connection of lease extinguishment, Shares | 75,000 | |||||
Stock based compensation expense | 136,944 | 136,944 | ||||
Beneficial conversion feature | 951,423 | 951,423 | ||||
Deferred loan costs | ||||||
Net loss | -2,753,560 | -2,753,560 | ||||
Ending Balance at Dec. 31, 2014 | $1,074,788 | $296 | $11,377 | $19,104,322 | ($18,041,208) | |
Ending Balance, Shares at Dec. 31, 2014 | 593,750 | 1,145 | 28,438,430 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | ($2,753,560) | ($712,452) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization expense | 42,151 | 53,159 |
Amortization of debt discount and beneficial conversion features | 747,612 | 207,239 |
Gain on forgiveness of debt | 14,466 | |
Gain on settlement of debt | -90,912 | |
Derivative liability fair value adjustment | 3,001 | |
Expenses paid by related parties | 4,374 | 37,335 |
Expenses paid by third party | 150,000 | |
Stock based compensation | 136,944 | 61,480 |
Common stock issued for services | 64,873 | 126,756 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -322,392 | -28,697 |
Inventories | 10,320 | -66,321 |
License fees receivable | 36,692 | -500,000 |
Other assets | 125,531 | 106,148 |
Accounts payable and accrued liabilities | 763,046 | -72,601 |
Prepaid expense | -28,519 | |
Deferred revenue | -2,976 | -72,837 |
NET CASH USED IN OPERATING ACTIVITIES | -1,099,349 | -860,791 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | -68,080 | -12,105 |
Purchase of intangible assets | -198 | -4,262 |
NET CASH USED IN INVESTING ACTIVITIES | -68,278 | -16,367 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Common stock issued for cash | 29,701 | 347,364 |
Series B preferred stock issued for cash and warrants | 0 | 750,000 |
Common stock issued for cash and warrants | -525,000 | 216,800 |
Cash received from related parties | 9,800 | 42,470 |
Payments made to related parties | -227,951 | -268,950 |
Payments made on notes payable | ||
Cash received from convertible notes payable | 1,168,200 | 431,500 |
Payments made on convertible notes payable | -200,201 | |
Payments on capital leases | -151,872 | -2,254 |
Exercising of warrants | 4,370 | 4,388 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,157,047 | 1,521,318 |
Net change in cash and cash equivalents | -10,580 | 644,160 |
Cash and cash equivalents, at beginning of period | 657,673 | 13,513 |
Cash and cash equivalents, at end of period | 647,093 | 657,673 |
Cash paid during the period for: | ||
Interest | 18,792 | |
Income taxes | ||
Supplemental non-cash investing and financing activities: | ||
Initial value of derivative | 28,009 | |
Capitalization of deferred loan costs | 48,012 | |
Common stock issued for services and rent extension | 179,710 | |
Common stock issued for capitalized website development costs | 114,180 | |
Common stock issued in connection with lease extinguishment | 66,750 | |
Cashless exercise of warrants for forgiveness of debt | 14,700 | |
Conversion of convertible notes payable | 625,913 | 447,748 |
Beneficial conversion feature | 951,423 | 317,609 |
Conversion of Series A preferred stock to common stock | 74 | 38 |
Conversion of accrued rent to common stock | $423,413 |
Organization_and_Summary_of_Si
Organization and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Organization and Summary of Significant Accounting Policies [Abstract] | |||||||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
A summary of significant accounting policies of OxySure Systems, Inc. (“we,” “us,” “our,” “OxySure” or the “Company”) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. | |||||||||
Organization: OxySure Systems, Inc. (OTCQB: OXYS) was incorporated on January 15, 2004 as a Delaware corporation. Our headquarters is located in Frisco, Texas and we are a medical device innovator focused on the design, manufacture and distribution of specialty respiratory and emergency medical solutions. We pioneered a safe and easy to use solution to produce medically pure (USP) oxygen from inert powders. We own nine (9) issued patents and several additional patents pending on this technology which makes the provision of emergency oxygen safer, more accessible and easier to use than traditional oxygen provision systems. Our products improve access to emergency oxygen that affects the survival, recovery and safety of individuals in several areas of need: (1) Public and private places and settings where medical emergencies can occur; (2) Individuals at risk for cardiac, respiratory or general medical distress needing immediate help prior to emergency medical care arrival; and (3) Those requiring immediate protection and escape from exposure situations or oxygen-deficient situations in industrial, mining, military, or other "Immediately Dangerous to Life or Health" (IDLH) environments. | |||||||||
We launched our first product utilizing this technology – a portable emergency oxygen system for lay person use, called the OxySure Model 615. On December 9, 2005, we received approval from the Food and Drug Administration (510K, Class II) for Model 615. The approval number for our FDA clearance is K052396, and Model 615 is cleared for over the counter sale, without the need for a prescription. In February 2014 we received CE Marking approval for the OxySure portable emergency oxygen generator. | |||||||||
The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors. | |||||||||
While the Company has effectively managed its working capital deficit the going concern risk remains an issue for the company to manage. The Company has implemented, and plans to further implement several different strategies in order to help the Company ease the going concern issue. Refer to Note 13, “Going concern” of the Notes to Financial Statements for a partial list of the Company’s plans to mitigate the going concern issue. | |||||||||
Basis of Presentation - Management acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded; and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition of the Company. | |||||||||
Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimated. | |||||||||
Revenue Recognition - We recognize revenue when persuasive evidence of an arrangement exists, shipment has occurred, the price is fixed or determinable, and collectability is reasonably assured. Revenues are recognized from product sales, net of discounts and rebates. This revenue recognition policy is applied to both customers and distributors. | |||||||||
Fees from licensees desiring to manufacture and distribute our products or derivative products using our intellectual property include initial license fees and royalties. Initial license fees are generally recognized upon granting of the license to the licensee. Royalties are recognized in the period earned. | |||||||||
Deferred Revenue and Income - We defer revenue and income when we invoice a customer or a customer makes a payment and the requirements of revenue recognition have not been met (i.e. persuasive evidence of an arrangement exists, shipment from a company warehouse has occurred, the price is fixed or determinable and collectability is reasonably assured). Deferred Revenue was and $0 and $2,976 for the years ended December 31, 2014 and 2013 respectively. | |||||||||
Cash and Cash Equivalents - Cash consists of all highly liquid investments purchased with maturity of three months or less to be cash equivalents. Cash and cash equivalents may at times exceed Federally-insured limits. To minimize this risk, we place our cash and cash equivalents with high credit quality institutions. | |||||||||
Inventories – Our inventories consist of raw material and components for our portable oxygen systems as well as completed products and accessories. Inventories are computed using the lower of cost or market, which approximates actual cost on a first-in first-out basis. Inventory components are parts, work-in-process and finished goods. Finished goods are reported as inventories until the point of title transfer to the customer. We write down our inventory value for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Management has established inventory reserves to cover estimated inventory losses for all work-in-process and finished goods related to products we manufactured, as well as raw material and components for those products that had no potential use in products to be manufactured in the future. Management is required to make judgments about the future benefit of our raw materials and components. Actual reserve requirements could differ significantly from Management’s estimates, which could have a significant unfavorable impact on our future gross margins. | |||||||||
At December 31, 2014 and December 31, 2013 inventories consisted of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 133,477 | $ | 145,827 | |||||
Work in process | 41,114 | 78,809 | |||||||
Finished goods | 102,755 | 63,030 | |||||||
$ | 277,346 | $ | 287,666 | ||||||
Concentration of Credit Risk – We sell our products throughout the United States as well as in certain other countries. Sales to its recurring customers in the United States are generally granted on net 30-day credit terms. We perform periodic credit evaluations of our recurring customers and generally do not require collateral. In general, we require prepayment on all sales to customers outside the United States. An allowance for doubtful accounts is maintained for potential credit losses, which losses historically have not been significant. | |||||||||
We invest our cash in deposits and money market funds with major financial institutions. We place our cash investments in instruments that meet high credit quality standards, as specified in our investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument. | |||||||||
Fair Value of Financial Instruments - Our financial instruments consist principally of cash and cash equivalents, accounts receivable and accounts payable. We believe that the recorded values of all of our other financial instruments approximate their fair values because of their nature and respective maturity dates or durations. The fair value of our long-term debt is determined by using estimated market prices. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows: | |||||||||
Level 1: Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date. | |||||||||
Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date. | |||||||||
Level 3: Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation. | |||||||||
The fair value of the majority of our cash equivalents was determined based on “Level 1” inputs. We do not have any marketable securities in the “Level 2” and “Level 3” category. We believe that the recorded values of all our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. | |||||||||
Property and Equipment – Property and equipment are recorded at cost with depreciation and amortization provided over the shorter of the remaining lease term or the estimated useful life of the improvement ranging from three to seven years. Renewals and betterments that materially extend the life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. Furniture and fixtures are depreciated over five years. Machinery and equipments are depreciated over five to seven years. Software is depreciated over three years. Leasehold improvements are computed using the shorter of the estimated useful lives of the assets or the lease terms. Depreciation expense was $11,970 and $23,165 for the years ended December 31, 2014 and 2013, respectively. | |||||||||
Property and equipment consist of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Leasehold Improvements | 547,856 | 547,856 | |||||||
Machinery and equipment on capital leases | 919,736 | 919,736 | |||||||
Property, plant and equipment | 237,484 | 196,051 | |||||||
Furniture and fixtures | 34,821 | 16,254 | |||||||
Computers and software | 55,368 | 47,288 | |||||||
1,795,265 | 1,727,185 | ||||||||
Less: accumulated depreciation | (1,703,727 | ) | (1,656,936 | ) | |||||
91,537 | 70,249 | ||||||||
Other Long-Lived Assets – We have two types of intangible assets – patents and trademarks. Intangible assets are carried at cost, net of accumulated amortization. | |||||||||
Amortization expense for patents and trademarks was $30,180 and $29,995 for the years ended December 31, 2014 and 2013, respectively. | |||||||||
Intangible assets with definite useful lives and other long-lived assets are tested for impairment if certain impairment indicators are identified. Management evaluates the recoverability of its identifiable intangible assets in accordance with applicable accounting guidance, which requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. Certain events and circumstances we considered in determining whether the carrying value of identifiable intangible assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in its business strategy. In determining if impairment exists, we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Impairment charges for patents were $0 for each of the years ended December 31, 2014 and 2013. | |||||||||
Other Assets – We record Other Assets net of accumulated amortization. Amortization expense for Other Assets was $92,612 and $102,404 for the years ended December 31, 2014 and 2013, respectively. | |||||||||
Capitalization of software: The Company accounts for internal-use software and website development costs, including the development of its partner marketplaces in accordance with ASC 350-50 (Intangibles – Website cost). The Company capitalizes internal costs consisting of payroll and direct payroll-related costs of employees who devote time to the development of internal-use software, as well as any external direct costs. It amortizes these costs over their estimated useful lives, which typically range between three to five years. The Company’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The estimated life is based on management’s judgment as to the product life cycle. | |||||||||
Allowance for Doubtful Accounts - We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make payments. We periodically review these allowances, including an analysis of the customers’ payment history and information regarding the customers’ creditworthiness. Actual write-offs have not been materially different from the estimated allowance. We recorded bad debt expense of $2,443 and $23,194 for the years ended December 31, 2014 and 2013, respectively. | |||||||||
Research and Development Costs – Costs associated with the development of our products are charged to expense as incurred. $583,435 and $356,015 were incurred in the years ended December 31, 2014 and 2013, respectively. | |||||||||
Income Taxes – In accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes” (“ASC 740”), we account for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our Consolidated Financial Statements, but have not been reflected in our taxable income. A valuation allowance has been established to reduce deferred tax assets to their estimated realizable value. Therefore, we provide a valuation allowance to the extent that we do not believe it is more likely than not that we will generate sufficient taxable income in future periods to realize the benefit of our deferred tax assets. We recognize interest and penalties related to unrecognized tax benefits in income tax expense. | |||||||||
Stock-Based Compensation – We account for share-based payments, including grants of stock options to employees, consultants and non-employees; moreover, we issue warrants to the consultants and related parties. We are required to estimate the fair value of share-based awards and warrants on the date of grant. The value of the award is principally recognized as expense ratably over the requisite service periods. We have estimated the fair value of stock options and warrants as of the date of grant or assumption using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes model requires the input of certain assumptions. Changes in the assumptions used in Black-Scholes model can materially affect the fair value estimates. We evaluate the assumptions used to value stock options on an annual basis. The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding. | |||||||||
The expected term is based on the observed and expected time to exercise and post-vesting cancellations of options by employees. Upon the adoption of the accounting guidance, we continued to use historical volatility in deriving the expected volatility assumption as allowed under GAAP because we believe that future volatility over the expected term of the stock options is not likely to differ materially from the past. The risk-free interest rate assumption is based on 5-year U.S Treasury zero-coupon rates appropriate for the expected term of the stock options. The expected dividend assumption is based on the history and expectation of dividend payouts. The fair values generated by the Black-Scholes model may not be indicative of the actual fair values of the equity awards, as we do not consider other factors important to those awards to employees, such as continued employment, periodic vesting requirements and limited transferability. The amount of stock based compensation expenses is net of an estimated forfeiture rate, which is also based on historical data. For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $136,944 and $61,480 respectively, which consisted primarily of stock-based compensation expense related to stock options recognized under GAAP issued to the employees. | |||||||||
The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services to be provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. We recognize this expense over the period in which the services are provided. For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $0 in each year, which consisted primarily of stock-based compensation expense related to stock options and warrants recognized under GAAP issued to consultants and other non-employees. | |||||||||
The following table shows the components of our stock based compensation expense for employees, consultants and other non-employees: | |||||||||
Year ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Common Stock options issued for compensation | $ | 108,244 | $ | 61,480 | |||||
Common Stock options and warrants issued for services | 28,700 | - | |||||||
Total | $ | 136,944 | $ | 61,480 | |||||
Shipping and Handling Costs - Shipping and handling charges to customers are included in net revenues, and the associated costs incurred are recorded in cost of revenues. | |||||||||
Advertising Costs - Advertising costs are charged to operations when incurred. During the years ended December 31, 2014 and 2013 we incurred $718,705 and $353,156 respectively, in advertising and promotion costs. | |||||||||
Litigation and Settlement Costs - Legal costs are expensed as incurred. We record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) accrue the best estimate within a range of loss if there is a loss or, when there is no amount within a range that forms a better estimate, we will accrue the minimum amount in the range. | |||||||||
Loss Per Share - Basic loss per share, which excludes anti-dilutive securities, is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding for that particular period. In contrast, diluted loss per share considers the potential dilution that could occur from other equity instruments that would increase the total number of outstanding shares of common stock. Such amounts include shares potentially issuable under outstanding options, warrants, convertible preferred stock and convertible notes. | |||||||||
A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share follows: | |||||||||
Year ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Historical net loss per share: | |||||||||
Numerator | |||||||||
Net loss, as reported | (2,753,560 | ) | (712,452 | ) | |||||
Less: Effect of amortization of interest expense on convertible notes | - | - | |||||||
Net loss attributed to common stockholders (diluted) | (2,753,560 | ) | (712,452 | ) | |||||
Denominator | |||||||||
Weighted-average common shares outstanding | 26,406,409 | 23,754,402 | |||||||
Effect of dilutive securities | - | - | |||||||
Denominator for diluted net loss per share | 26,406,409 | 23,754,402 | |||||||
Basic and diluted net loss per share | $ | (0.10 | ) | $ | (0.03 | ) | |||
Basic and Diluted Loss per Share: | |||||||||
The computation of basic earnings per share of common stock is based on the weighted average number of shares outstanding during the periods presented. The computation of fully diluted earnings per share includes common stock equivalents outstanding at the balance sheet date. The Company had 3,757,583 and 1,635,694 stock options, warrants and convertible note shares that would have been included in the fully diluted earnings per share as of December 31, 2014 and 2013, respectively. However, the common stock equivalents were not included in the computation of the loss per share computation because they are anti-dilutive. | |||||||||
Reclassifications - Certain financial statement items have been reclassified to conform to the current year’s presentation. | |||||||||
Recent Accounting Pronouncements | |||||||||
We have reviewed recent accounting pronouncements and concluded that they are either not applicable to our business or that no material effect is expected on the financial statements as a result of future adoption. |
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||||||||||
INTANGIBLE ASSETS | NOTE 2 – INTANGIBLE ASSETS | ||||||||||||||||||||||||
We have two types of intangible assets: patents and trademarks. We capitalize expenditures associated with patents and trademarks related to our various technologies. Capitalized costs include amounts paid to third parties for legal fees, application fees and other direct costs incurred in the filing and prosecution of patent and trademark applications. These assets are amortized on a straight-line method over their legal life. | |||||||||||||||||||||||||
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable in accordance with applicable accounting guidance. During the years ended December 31, 2014 and 2013 we have had no impairment of intangible assets. | |||||||||||||||||||||||||
The carrying values of our amortized acquired intangible assets as of the December 31, 2014 and 2013, respectively, are as follows: | |||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||
Gross | Accumulated Amortization and write off | Net | Gross | Accumulated Amortization and write off | Net | ||||||||||||||||||||
Patents | $ | 618,150 | $ | (287,662 | ) | $ | 330,488 | $ | 617,651 | $ | (260,171 | ) | $ | 357,480 | |||||||||||
Trademarks | $ | 45,723 | $ | (13,447 | ) | $ | 32,276 | $ | 45,723 | $ | (10,758 | ) | $ | 34,965 | |||||||||||
$ | 663,873 | $ | (301,109 | ) | $ | 362,764 | $ | 663,374 | $ | (270,929 | ) | $ | 392,445 | ||||||||||||
As of December 31, 2014, we estimate the future amortization expense of the intangible assets for December 31, 2015, 2016 2017 and 2018, to be as follows: | |||||||||||||||||||||||||
2015 | $ | 30,232 | |||||||||||||||||||||||
2016 | 30,232 | ||||||||||||||||||||||||
2017 | 30,232 | ||||||||||||||||||||||||
2018 | 30,232 | ||||||||||||||||||||||||
Thereafter | 241,837 | ||||||||||||||||||||||||
$ | 362,764 | ||||||||||||||||||||||||
Due to the nature of the intangible assets, we have amortized the cost of the patents and trademarks over their estimated useful lives. The nature of the estimate did not change from 2013 to 2014. Of the net amount of $362,764 in intangible assets as of December 31, 2014, approximately 91% is in patents and 9% is in trademarks. Included in the $663,873 gross amount for patents and trademarks is $156,002 acquired from entities controlled by the founder of the Company in January 2004. The remaining $507,871 represents amounts paid to third parties for legal fees, application fees and other direct costs incurred in the filing and prosecution of patent and trademark applications. |
Notes_Payable
Notes Payable | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Notes Payable [Abstract] | |||||||||||||||||||||
NOTES PAYABLE | NOTE 3 – NOTES PAYABLE | ||||||||||||||||||||
Frisco Promissory Note. On March 22, 2011 we entered into an Amended and Restated Performance Agreement with the Frisco Economic Development Corporation (“FEDC”) pursuant to an economic incentive package. In terms of the Amended and Restated Performance Agreement, the FEDC provided us with economic assistance in the form of the renewal and extension a forgivable loan of $213,000 (the “Frisco Note”) together with performance credits over 5 years, commencing on March 22, 2011 and ending on the earlier to occur of: (i) the full payment of the economic incentives; or (ii) March 31, 2016. | |||||||||||||||||||||
The Frisco Note requires varying annual principal payments through December 2015. The Frisco Note is non-interest bearing; however, interest has been imputed at 12.34% per annum. The unamortized discount at December 31, 2014 was $15,516, and the net amount of the Frisco Note as at December 31, 2014 was $88,484. | |||||||||||||||||||||
Future principal payments of the Frisco Note payable are as follows: | |||||||||||||||||||||
2015 | 52,000 | ||||||||||||||||||||
2016 | 52,000 | ||||||||||||||||||||
$ | 104,000 | ||||||||||||||||||||
The following table reflects the carrying values of our short-term and long-term notes payable as of December 31, 2014. | |||||||||||||||||||||
Effective Interest Rate | Principal | Accrued Interest | Discount | December 31, | |||||||||||||||||
2014 | |||||||||||||||||||||
Current notes payable | |||||||||||||||||||||
Iliad Trading and Research Notes | 1.5 | % | 157,458 | 2,346 | - | 159,804 | |||||||||||||||
Union Capital Funding Notes | 69.9 | % | 297,000 | 4,680 | 202,843 | 98,837 | |||||||||||||||
JSJ Investments Notes | 37.3 | % | 300,000 | 10,685 | 101,124 | 209,561 | |||||||||||||||
Sojourn Note | 92.9 | % | 30,000 | 819 | 27,041 | 3,778 | |||||||||||||||
WHC Capital Note | 74.5 | % | 38,500 | 405 | 28,293 | 10,612 | |||||||||||||||
Group 10 Notes | 64.3 | % | 236,000 | 2,716 | 148,963 | 89,753 | |||||||||||||||
GEL Notes | 66.8 | % | 165,000 | 1,465 | 108,761 | 57,704 | |||||||||||||||
Frisco EDC | 12.3 | % | 104,000 | - | 15,516 | 88,484 | |||||||||||||||
Total short-term notes payable | $ | 1,327,958 | $ | 23,116 | $ | 632,542 | $ | 718,533 | |||||||||||||
Long-term notes payable | |||||||||||||||||||||
none | $ | - | - | - | $ | 0 | |||||||||||||||
Total long-term notes payable | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||
Total short-term and long-term notes payable | $ | 1,327,958 | $ | 23,116 | $ | 632,541 | $ | 718,533 | |||||||||||||
The following table reflects the carrying values of our short-term and long-term notes payable as of December 31, 2013. | |||||||||||||||||||||
Effective Interest Rate | Principal | Accrued Interest | Discount | December 31, | |||||||||||||||||
2013 | |||||||||||||||||||||
Current notes payable | |||||||||||||||||||||
Iliad Trading and Research Notes | 47.3 | % | 165,000 | 5,004 | 72,980 | 97,024 | |||||||||||||||
LG Capital Funding | 53.7 | % | 57,500 | 3,008 | 27,886 | 32,622 | |||||||||||||||
JMJ Financial | 70.4 | % | 110,000 | 13,200 | 64,195 | 59,005 | |||||||||||||||
Tonaquint, Inc. | 47 | % | 105,000 | 6,785 | 42,535 | 69,250 | |||||||||||||||
Frisco EDC | 12.34 | % | 44,000 | - | - | 44,000 | |||||||||||||||
Total short-term notes payable | $ | 481,500 | $ | 27,997 | $ | 207,596 | $ | 301,901 | |||||||||||||
Long-term notes payable | |||||||||||||||||||||
Frisco EDC | 12.34 | % | $ | 104,000 | - | 27,928 | $ | 76,072 | |||||||||||||
Total long-term notes payable | $ | 104,000 | $ | 0 | $ | 27,928 | $ | 76,072 | |||||||||||||
Total short-term and long-term notes payable | $ | 585,500 | $ | 27,997 | $ | 235,524 | $ | 377,973 | |||||||||||||
Aggregate maturities of debt are as follows: | |||||||||||||||||||||
As of | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2014 | |||||||||||||||||||||
2015 | $ | 718,533 | |||||||||||||||||||
Thereafter | - | ||||||||||||||||||||
Total | $ | 718,533 |
Shareholders_Equity
Shareholders' Equity | 12 Months Ended | ||
Dec. 31, 2014 | |||
Shareholders' Equity [Abstract] | |||
SHAREHOLDERS' EQUITY | NOTE 4 - SHAREHOLDERS’ EQUITY | ||
Preferred Shares Rights | |||
We have 25,000,000 shares of preferred stock authorized, par value $0.0005 per share. | |||
Series A Convertible Preferred Stock: As of December 31, 2014, the Company had authorized the issuance of 3,143,237 shares of preferred stock designated as Series A Convertible Preferred Stock (“Series A Preferred”). The original issue price of the Series A Preferred is $1.00 per share. There were 593,750 and 743,750 Series A Preferred shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively. | |||
During the year ended December 31, 2014 approximately 150,000 shares of the Series A Preferred have been converted into approximately 183,000 shares of our common stock in cashless conversions at a conversion ratio of 1.22:1. | |||
A summary of the designations and preferences of its Series A Preferred stock is as follows: | |||
Ranking – The Series A Preferred ranks senior to common stock. | |||
Dividends – Series A Preferred may be entitled to receive a quarterly non-cumulative dividend in the amount of $.01 per share upon approval from the Board of Directors. | |||
Liquidation Preference – In the event of any liquidation, dissolution, or winding up of the Company, the holders of Series A Preferred are entitled to receive 100% of the original issue price of $1.00 per share. | |||
Conversion Rights – Each share of Series A Preferred is convertible at any time, at the option of the holder into 1.22 shares of common stock, subject to adjustment. Series A Preferred are subject to automatic conversion upon consummation of underwritten offering by the Company of shares of common stock to the public, in which the aggregate cash proceeds are at least $3 million and the price paid per share is at least $5.00. | |||
Redemption Rights – All of the Series A Preferred may be called at any time by the Company within ten years, but not prior to two years after issuance. The redemption value is $1.00 per share, plus an amount equal to all unpaid dividends thereon. | |||
Voting Rights – The holder of each share of Series A Preferred has the right to one vote for each share of common stock into which such share of Series A Preferred could be converted. | |||
Series B Convertible Preferred Stock: On December 19, 2013, the Company’s Board of Directors authorized the issuance of 750 shares of preferred stock designated as Series B Convertible Preferred Stock (“Series B Preferred”). On December 23, 2014 we further increased the authorized shares of the Series B Preferred to 3,500 shares. The original issue price of the Series B Preferred is $1,000 per share. There were 1,145 and 750 Series B Preferred shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively. | |||
During the year ended December 31, 2014 we issued 525 shares of the Series B Preferred and 130 shares of Series B Preferred were converted into 236,364 shares of common stock. | |||
A summary of the designations and preferences of its Series B Preferred stock is as follows: | |||
Ranking – The Series B Preferred ranks senior to Series A Preferred and common stock. | |||
Dividends – Series B Preferred accrues an annual dividend of 6 percent payable at the option of the Company, in cash, or in duly authorized, validly issued, fully paid and non-assessable shares of common stock. | |||
Liquidation Preference – In the event of any liquidation, dissolution, or winding up of the Company, the holders of Series B Preferred are entitled to receive 100% of the original issue price of $1,000 per share, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing. | |||
Conversion Rights – The conversion price for the Series B Preferred is equal to $0.55 per share of common stock. | |||
Redemption Rights – The Company has no right to require holders of Series B Preferred to surrender their Series B Preferred for redemption. | |||
Voting Rights – The holder of each share of Series B Preferred has the right to one vote for each share of common stock into which such share of Series B Preferred could be converted. | |||
Common Stock | |||
The Company has authorized 100,000,000 shares of $0.0004 par value common stock. | |||
During the year ended December 31, 2014: | |||
-1 | We issued 183,000 shares of common stock pursuant to the cashless conversion of 150,000 shares of Series A Preferred. | ||
-2 | We issued 236,364 shares of common stock pursuant to the cashless conversion of 130 shares of Series B Preferred. | ||
-3 | We issued 41,580 shares of common stock for $29,700 in cash. | ||
-4 | We issued 1,529,734 shares of common stock upon the cashless conversion of convertible notes valued at $625,913. | ||
-5 | We issued 436,945 shares of common stock upon conversion of options and warrants valued at $4,370. | ||
-6 | We issued 81,500 shares of common stock for services valued at $64,875. | ||
-7 | We issued 75,000 shares of common stock valued at $66,750 in connection with a lease extinguishment. | ||
-8 | As further discussed under Note 6 – Stock Options and Warrants, we recorded $136,944 for the computed fair value of options issued to employees, non-employee directors, and consultants, net of cancellations and forfeitures. | ||
-9 | We recorded $951,423 in connection with beneficial conversion features. | ||
During the year ended December 31, 2013: | |||
-1 | We issued approximately 482,934 shares of common stock pursuant to the conversion of convertible notes valued at $462,448 in cash at an aggregate price of $.96 per share. | ||
-2 | We issued approximately 670,947 shares of common stock for $347,364 in cash at an aggregate price of $.52 per share. | ||
-3 | We issued approximately 435,000 shares of common stock and warrants for $216,800 in cash at an aggregate price of $.50 per unit. | ||
-4 | We received proceeds of approximately $4,388 from the issuance of 438,888 shares of common stock pursuant to the exercise of 438,888 warrants. | ||
-5 | We issued approximately 322,000 shares of common stock for services valued at $257,837 at an aggregate price of $.80 per share. | ||
-6 | We issued 644,347 shares of common stock for conversion of rent valued at approximately $423,413. | ||
-7 | We issued approximately 220,013 shares of common stock in connection with deferred rent valued at approximately $162,810 at an aggregate price of $.66 per share. | ||
-8 | We issued approximately 132,000 shares valued at $114,180 in connection with capitalized website development costs and URLs. | ||
-9 | We issued 91,500 shares of common stock pursuant to the cashless conversion of 75,000 shares of our Series A Preferred at a conversion ratio of 1.22:1. | ||
-10 | As further discussed under Note 6 – Stock Options and Warrants, we recorded $61,480 for the computed fair value of options issued to employees, non-employee directors, and consultants, net of cancellations and forfeitures. | ||
-11 | As further discussed under Note 6 – Stock Options and Warrants, we recorded $0 for the computed fair value of warrants issued for services. | ||
-12 | As further discussed under Note 6 – Stock Options and Warrants, we recorded $317,609 in connection for beneficial conversion features. | ||
-13 | As further discussed under Note 6 – Stock Options and Warrants, we recorded $48,012 for deferred loan costs. | ||
As of December 31, 2014 and 2013 we had 28,438,430 and 25,854,307 shares respectively, of common stock issued and outstanding. |
Stock_Options_and_Warrants
Stock Options and Warrants | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Stock Options and Warrants [Abstract] | |||||||||||||||||||||||||
STOCK OPTIONS AND WARRANTS | NOTE 5 - STOCK OPTIONS AND WARRANTS | ||||||||||||||||||||||||
Equity Incentive Plans | |||||||||||||||||||||||||
In April 2004, our Board of Directors and the stockholders at that time approved the adoption of a Voting Stock Option Plan (the “Plan”), which provides for the issuance of stock options to eligible employees, consultants, Board members and Advisory Board members of us to acquire up to a maximum of 5,000,000 shares of common stock. | |||||||||||||||||||||||||
Our Board of Directors, which determines the number of options that will be granted, the effective dates of the grants, the option process and the vesting schedules, administers the Plan. In the absence of an established market for the common stock of the Company, the Board of Directors determines the fair market value of our common stock. Options generally expire between five and ten years from the date of grant and automatically terminate 90 days after such optionee ceases to be an eligible individual under the Plan other than by reason of death or disability. | |||||||||||||||||||||||||
The portion of options granted that is not exercisable on the date the optionee ceases to be an eligible individual under the Plan by reason other than death, shall terminate and be forfeited to the Company on the date of such cessation. An optionee has no right as a stockholder with respect to any shares covered by the options granted to him until a certificate representing such shares is issued to them. | |||||||||||||||||||||||||
Stock Options | |||||||||||||||||||||||||
The following table summarizes information about the number and weighted average of the options that were forfeited or expired under the Plan during 2014 and 2013: | |||||||||||||||||||||||||
Employee | Non-Employee | ||||||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||||||
Number | Average | Number | Average | Combined | |||||||||||||||||||||
Of | Exercise | Of | Exercise | Total | |||||||||||||||||||||
Options | Price | Options | Price | Options | |||||||||||||||||||||
Outstanding at December 31, 2012 | 1,440,916 | $ | 0.38 | 18,180 | $ | 1.15 | 1,459,096 | ||||||||||||||||||
Granted | 135,000 | 0.25 | - | - | 135,000 | ||||||||||||||||||||
Exercised | - | - | - | - | - | ||||||||||||||||||||
Forfeited/Cancelled | (22,925 | ) | 1.56 | (2,280 | ) | 2.5 | (25,205 | ) | |||||||||||||||||
Outstanding at December 31, 2013 | 1,552,991 | $ | 0.35 | 15,900 | $ | 2.5 | 1,568,891 | ||||||||||||||||||
Granted | 380,000 | 0.52 | - | - | 380,000 | ||||||||||||||||||||
Exercised | - | - | - | - | - | ||||||||||||||||||||
Forfeited/Cancelled | (225,503 | ) | 0.91 | (15,900 | ) | 2.5 | (241,403 | ) | |||||||||||||||||
Outstanding at December 31, 2014 | 1,707,488 | $ | 0.31 | - | $ | - | 1,707,488 | ||||||||||||||||||
The following table summarizes information about those options that have been forfeited, cancelled or that have expired under the Plan during 2014 and 2013: | |||||||||||||||||||||||||
Employee | Non-Employee | ||||||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||||||
Number | Average | Number | Average | Combined | |||||||||||||||||||||
Of | Exercise | Of | Exercise | Total | |||||||||||||||||||||
Options | Price | Options | Price | Options | |||||||||||||||||||||
Forfeited/Cancelled during FY 2013 | (22,925 | ) | $ | 1.56 | (2,280 | ) | $ | 2.5 | (25,205 | ) | |||||||||||||||
Forfeited/Cancelled during FY 2014 | (225,503 | ) | $ | 0.91 | (15,900 | ) | $ | 2.5 | (241,403 | ) | |||||||||||||||
Valuation Assumptions | |||||||||||||||||||||||||
We value our stock-based payment awards granted using the Black-Scholes model, during the years ended December 31, 2014 and 2013. The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The Black-Scholes model requires the input of certain assumptions that can vary over time. Our stock options have characteristics significantly different from those of traded options, and changes in the assumptions can materially affect the fair value estimates. | |||||||||||||||||||||||||
The risk-free interest rate is the implied yield currently available on the 5-year U.S. Treasury zero-coupon issues with a remaining term equal to the expected term. The expected term of the options was based on the simplified method outlined in ASC 718. The volatility factors were based on three peer companies selected from the Dow Jones U.S. Medical Equipment Index (^DJUSAM). These peer companies include companies which are the same market categories as the Company, which is the medical equipment and supplies line of business. The peer companies were selected based on similarity of industry characteristics, size and lifecycle characteristics. The calculated volatility value was established by taking the historical daily closing values prior to grant date, over a period equal to the expected term, for each of the peer companies, and then calculating a single average volatility. | |||||||||||||||||||||||||
For the years ended December 31, 2014 and 2013, respectively, the fair value of options granted were estimated at the date of grant using the Black-Scholes model with the following weighted average assumptions: | |||||||||||||||||||||||||
Equity Incentive | |||||||||||||||||||||||||
Plans for | |||||||||||||||||||||||||
Years Ended | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Expected terms (in years) | 5-10 | 5-10 | |||||||||||||||||||||||
Volatility | 83.79 | % | 40.45 | % | |||||||||||||||||||||
Risk-free interest rate | 0.82%-1.02 | % | 1.05%-1.74 | % | |||||||||||||||||||||
Expected dividend rate | 0 | % | 0 | % | |||||||||||||||||||||
The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding. The expected term is based on the observed and expected time to exercise and post-vesting cancellations of options by optionees. We use historical volatility in deriving our expected volatility assumption because it believes that future volatility over the expected term of the stock options is not likely to differ from the past. | |||||||||||||||||||||||||
The expected dividend assumption is based on our history and expectation of dividend payouts. The fair value of the shares of common stock underlying the stock options has historically been determined by the board of directors. On or before February 2012, when our common stock commenced trading on the over the counter bulletin board (OTCQB), there has been no public market for our common stock. Consequently, the board of directors has historically determined the fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors including valuation of comparable companies, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook, amongst other factors. | |||||||||||||||||||||||||
FASB ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company only records stock-based compensation expense for awards that are expected to vest. While we generally consider historical forfeitures in its estimates, judgment is also required in estimating the amount of stock-based awards that are expected to be forfeited. The Company’s estimates for forfeitures may differ from actual forfeitures. If actual results differ significantly from these estimates, stock-based compensation expense and its results of operations could be materially impacted when the Company records a true-up for the difference in the period that the awards vest. We adjust stock-based compensation expense based on our actual forfeitures on an annual basis, if necessary. | |||||||||||||||||||||||||
Stock compensation cost, using the graded vesting attribute method in accordance with Codification topic 718, is recognized over the requisite service period, generally 5 years, during which each tranche of shares is earned (zero, one, two, three, and four years). The value of each tranche is generally amortized on a straight-line basis. For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $136,944 and $61,480, respectively, which consisted primarily of stock-based compensation expense related to stock options recognized under GAAP issued to employees. For the years ended December 31, 2014 and 2013, the number of options exercised was 0 for each year. | |||||||||||||||||||||||||
Compensation expense is recognized only for the portion of stock options that are expected to vest, assuming an expected forfeiture rate in determining stock-based compensation expense, which could affect the stock-based compensation expense recorded if there is a significant difference between actual and estimated forfeiture rates. As of December 31, 2014, total unrecognized compensation cost related to stock-based awards granted to employees and non-employee directors was $105,154. This cost will be amortized on a ratable basis over a weighted-average vesting period of approximately 1.18 years. | |||||||||||||||||||||||||
The following table summarizes information about employee stock options outstanding under the Plan at December 31, 2014: | |||||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||||
Range of Exercise Prices | Number | Weighted | Weighted | Number | Weighted | Weighted | |||||||||||||||||||
Outstanding | average | average | exercisable | average | average | ||||||||||||||||||||
remaining | exercise price | remaining | exercise price | ||||||||||||||||||||||
contractual life | contractual life | ||||||||||||||||||||||||
$ 0.20 - $0.25 | 1,507,488 | 4.66 | $ | 0.25 | 1,417,488 | 4.66 | $ | 0.25 | |||||||||||||||||
$ 0.50 - $1.00 | 200,000 | 4.57 | $ | 0.89 | 87,500 | 3.86 | $ | 0.74 | |||||||||||||||||
1,707,488 | 1,504,988 | ||||||||||||||||||||||||
There were no non-employee stock options outstanding or exercisable at December 31, 2014. | |||||||||||||||||||||||||
Warrants. | |||||||||||||||||||||||||
The following table summarizes our warrant activities for the years ended December 31, 2014 and 2013: | |||||||||||||||||||||||||
Weighted | |||||||||||||||||||||||||
Number | Average | ||||||||||||||||||||||||
Of | Exercise | Estimated | Intrinsic | ||||||||||||||||||||||
Warrants | Price | Life (Years) | Value | ||||||||||||||||||||||
Outstanding at December 31, 2012 | 1,877,034 | $ | 0.8 | 1.65 | $ | 1.07 | |||||||||||||||||||
Granted | 1,576,364 | $ | 1.44 | 4.3 | $ | - | |||||||||||||||||||
Exercised | (438,889 | ) | 0.01 | ||||||||||||||||||||||
Forfeited/Cancelled | (47,500 | ) | 0.69 | ||||||||||||||||||||||
Exercisable | 2,967,009 | $ | 1.13 | 2.81 | $ | 0.19 | |||||||||||||||||||
Outstanding at December 31, 2013 | 2,967,009 | $ | 1.13 | 2.81 | $ | 0.19 | |||||||||||||||||||
Granted | 1,467,896 | $ | 1.26 | 3.95 | $ | - | |||||||||||||||||||
Exercised | (436,945 | ) | 0.01 | ||||||||||||||||||||||
Forfeited/Cancelled | (468,700 | ) | 0.65 | ||||||||||||||||||||||
Exercisable | 3,569,260 | $ | 1.37 | 3.18 | $ | - | |||||||||||||||||||
Outstanding at December 31, 2014 | 3,569,260 | $ | 1.37 | 3.18 | $ | - | |||||||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes [Abstract] | |||||||||
INCOME TAXES | NOTE 6 - INCOME TAXES | ||||||||
The Company adopted the provisions of ASC 740, “Accounting for Uncertainty in Income Taxes,” on January 1, 2008. FASB ASC Topic 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FASB ASC Topic 740 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of FASB ASC Topic 740, the Company did not recognize a decrease or increase in the liability for unrecognized tax benefits. | |||||||||
As of December 31, 2014 and 2013, the Company had cumulative net operating loss carry-forwards of approximately $15,150,126 and $12,146,279 respectively, which expire in varying amounts between 2024 and 2034. Realization of this potential future tax benefit is dependent on generating sufficient taxable income prior to expiration of the loss carry-forward. The deferred tax asset related to this (and other) potential future tax benefits has been offset by a valuation allowance in the same amount. The amount of the deferred tax asset ultimately realizable could be increased in the near term if estimates of future taxable income during the carry-forward period are revised. | |||||||||
Deferred income tax assets of $5,588,365 and $4,733,483 for the years December 31, 2014 and 2013 respectively were offset in full by a valuation allowance. | |||||||||
The components of the Company's net deferred tax assets, including a valuation allowance, for the years 2014 and 2013 are as follows: | |||||||||
Deferred Tax Assets | As of | As of December 31, 2013 | |||||||
December 31, 2014 | |||||||||
Net operating loss carry-forwards | $ | 5,150,797 | $ | 4,129,735 | |||||
Net deferred tax assets before valuation allowance | $ | 5,588,365 | $ | 4,733,483 | |||||
Less: Valuation Allowance | $ | (5,588,365 | ) | $ | (4,733,483 | ) | |||
Net deferred tax assets | -- | -- | |||||||
Reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. income tax rate to pre-tax loss is as follows: | |||||||||
As of December 31, 2014 | As of | ||||||||
December 31, 2013 | |||||||||
Statutory federal income tax | 34 | % | 34 | % | |||||
Statutory state income tax | (0.22 | %) | (0.92 | %) | |||||
Change in valuation allowance on deferred tax assets | (33.51 | %) | (33.69 | %) | |||||
Net effective tax rate | (0.27 | %) | (0.61 | %) | |||||
Due to the inherent uncertainty in forecasts and future events and operating results, the Company has provided for a valuation allowance in an amount equal to gross deferred tax assets resulting in the above figures for the periods audited. | |||||||||
License_and_Service_Agreements
License and Service Agreements | 12 Months Ended |
Dec. 31, 2014 | |
License and Service Agreements [Abstract] | |
LICENSE AND SERVICE AGREEMENTS | NOTE 7 – LICENSE AND SERVICE AGREEMENTS |
There were no material service agreements during 2014. | |
Commitments_and_Contingency
Commitments and Contingency | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingency [Abstract] | |||||
COMMITMENTS AND CONTINGENCY | NOTE 8 – COMMITMENTS AND CONTINGENCY | ||||
Leases | |||||
Operating Lease – During 2007, we entered into a long-term non-cancelable lease for office space, which expired in October 2012. On December 31, 2013 we extended this lease until December 31, 2017. | |||||
At December 31, 2014, future minimum lease payments under the non-cancelable operating lease for the year ended December 31, 2014 were as follows: | |||||
2015 | $ | 194,400 | |||
2016 | 210,600 | ||||
2017 | 210,600 | ||||
Thereafter | - | ||||
$ | 615,600 | ||||
Rental expense for the years ended December 31, 2014 and 2013 was $194,400 and $194,400, respectively. | |||||
Capital lease – During 2014 we retired our master lease agreement with a VenCore Solutions, LLC (“Vencore”). The Vencore lease had a balance of $307,662 which we settled in full through the payment of $150,000 in cash and 75,000 shares of common stock. The balance on the Vencore lease at December 31, 2014 was $0. | |||||
Minimum non-cancellable lease payments required under all capital leases as at December 31, 2014 are as follows: | |||||
2014 | 149 | ||||
Thereafter | - | ||||
$ | 149 | ||||
Legal Proceedings | |||||
The Company is subject to litigation in the normal course of business, none of which management believes will have a material adverse effect on the Company’s financial statements. | |||||
On or about December 13 of 2013, Wall Street Buy Sell Hold, Inc., (“WSBSH”) filed a lawsuit against the Company in the New York Supreme Court, Nassau County. The suit seeks damages in the form of money, stock and warrants for breach of a marketing agreement entered into on October 22, 2012 and another entered into on March 11, 2013. We have answered the complaint and filed a counterclaim against WSBSH seeking the return of all moneys and shares we paid or transferred to WSBSH, as well as punitive damages for fraud. We have entered the discovery phase in this matter. Management believes the WSBSH claims have no merit, and we intend to vigorously defend our interests in this matter. | |||||
Indemnification | |||||
Under the indemnification provisions of our customer agreements, we routinely agree to indemnify and defend our customers against infringement of any patent, trademark, or copyright of any country or the misappropriation of any trade secret, arising from the customers’ legal use of our products or services. The exposure to us under these indemnification provisions is generally limited to the total amount paid by the customers under pertinent agreements. However, certain indemnification provisions potentially expose us to losses in excess of the aggregate amount received from the customer. To date, there have been no claims against us or our customers pertaining to such indemnification provisions and no amounts have been recorded. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Related Party Transactions [Abstract] | |||||||||
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS | ||||||||
A summary of the related party financings and notes payable to related parties as at December 31, 2014 is as follows: | |||||||||
Shareholder advances | |||||||||
Holder | Julian Ross(1) | Other | |||||||
Amount | $ | 154,850 | $ | - | |||||
Stated interest rate | 0 | % | 0 | % | |||||
Maturity | n/a | n/a | |||||||
A summary of the related party financings and notes payable to related parties as at December 31, 2013 is as follows: | |||||||||
Shareholder advances | |||||||||
Holder | Julian Ross(1) | Other | |||||||
Amount | $ | 118,627 | $ | - | |||||
Stated interest rate | 0 | % | 0 | % | |||||
Maturity | n/a | n/a | |||||||
-1 | Our CEO, Mr. Ross provided us cash and other consideration from time to time to fund to fund working capital. The net amounts outstanding to Mr. Ross were $154,850 and $118,627 as at December 31, 2014 and December 31, 2013, respectively. | ||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Fair Value Measurements [Abstract] | |||||
FAIR VALUE MEASUREMENTS | NOTE 10 – FAIR VALUE MEASUREMENTS | ||||
Effective January 1, 2009, the Company adopted new fair value accounting guidance. The adoption of the guidance was limited to financial assets and liabilities and did not have a material effect on our financial condition or results of operations. | |||||
The guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact business and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The guidance establishes 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 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||
Level 3 — Unobservable inputs to the valuation methodology that is significant to the measurement of fair value of assets or liabilities. | |||||
Changes related to derivatives for the year ended December 31, 2014 are as follows: | |||||
Derivative | |||||
Liabilities | |||||
Balance as of December 31, 2013 | $ | - | |||
Additions related to embedded derivative of convertible notes issued | 28,009 | ||||
Gain on decrease in value of derivative liabilities | 3,001 | ||||
Balance as of December 31, 2014 | $ | 31,010 | |||
Off_Balance_Sheet_Arrangements
Off Balance Sheet Arrangements and Contractual Obligations | 12 Months Ended |
Dec. 31, 2013 | |
Off Balance Sheet Arrangements and Contractual Obligations [Abstract] | |
OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS | NOTE 11 – OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS |
We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us. |
Segment_Information
Segment Information | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Segment Information [Abstract] | |||||||||
SEGMENT INFORMATION | NOTE 12 – SEGMENT INFORMATION | ||||||||
We are organized as, and operate in, one reportable segment: the development, distribution and sale of specialty respiratory products and related medical products and accessories. Our chief operating decision-maker is our Chief Executive Officer. Our Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of evaluating financial performance and allocating resources, accompanied by information about revenue by geographic regions. Our assets are primarily located in the United States of America and not allocated to any specific region and we do not measure the performance of our geographic regions based upon asset-based metrics. Therefore, geographic information is presented only for revenue. Revenue by geographic region is based on the ship to address on our customer orders. | |||||||||
The following presents total revenue by geographic region: | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Revenues: | |||||||||
United States revenues | $ | 2,380,000 | $ | 1,302,042 | |||||
ROW revenues | 57,402 | 498,286 | |||||||
Totals | $ | 2,437,402 | $ | 1,800,327 | |||||
Going_Concern
Going Concern | 12 Months Ended | |
Dec. 31, 2014 | ||
Going Concern [Abstract] | ||
GOING CONCERN | NOTE 13 – GOING CONCERN | |
Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have been suffering from recurring losses from operations. Our total notes payable has increased to $723,323 at December 31, 2014 from $349,975 at December 31, 2013. Our current notes payable has also increased to $678,839 at December 31, 2014 from $273,903 at December 31, 2013. Our long term notes payable decreased from $76,072 for December 31, 2013 to $44,484 at December 31, 2014. | ||
Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow from operations to meet our obligations on a timely basis and/or obtain financing as may be required. For the years ended December 31, 2014 and 2013 we have incurred net losses from operations of $1,099,349 and $860,791, respectively. As of December 31, 2014 and 2013, we have accumulated stockholders’ deficits of $18,041,208 and $15,287,647, respectively, since inception. We had a working capital surplus of $418,734 as of December 31, 2014 and a working capital surplus of $747,473 as of December 31, 2013. While our revenues have increased significantly from 2013 to 2014, we are still in the early stages of the commercialization or our primary product, and we currently operate in a single industry segment. These factors raise significant doubt about our ability to continue as a going concern. | ||
During the next 12 months, our foreseeable cash requirements will relate to continual development of the operations of our business, maintaining our good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with reviewing or investigating any potential business ventures. We may experience a cash shortfall and may be required to raise additional capital. Historically, we have relied upon internally generated funds and funds from the sale of shares of stock and loans and advances from our shareholders and private investors to finance our operations and growth. We may raise additional capital through future public or private offerings of our stock or through loans from investors, although there can be no assurance that we will be able to obtain such financing. Our failure to do so could have a material and adverse effect upon us and our shareholders. | ||
We have a series of plans to mitigate the going concern: | ||
1. | Management is seeking additional sources of equity and/or debt financing on terms that are reasonable for us; however, there is no assurance that any such additional funding will be available. | |
2. | We anticipate that sales during 2015 and 2016 from existing markets will grow, and we believe that we will be able to generate sales from new markets. Existing markets include education customers such as schools, school districts and colleges, and commercial customers such as manufacturing facilities, churches and other commercial venues. New markets will include, but not be limited to, government customers and new international territories and markets. | |
3. | We plan to increase our market penetration through the addition of new distributors, both in the US and outside the US during 2015 and beyond. We also plan to increase the number direct sales territory managers we will appoint in the U.S. to sell our products. | |
4. | We plan to continue to diversify our product range through the addition of complementary products and solutions. Some of these products will be sourced from third party manufacturers and suppliers. | |
5. | We may seek or consider strategic business combinations with other companies to complement our resources and create synergies. |
Concentration_of_Risk_in_Custo
Concentration of Risk in Customer and Supplier Relationships | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Concentration of Risk in Customer and Supplier Relationships [Abstract] | |||||||||
CONCENTRATION OF RISK IN CUSTOMER AND SUPPLIER RELATIONSHIPS | NOTE 14 – CONCENTRATION OF RISK IN CUSTOMER AND SUPPLIER RELATIONSHIPS | ||||||||
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. At times, cash account balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation (FDIC). However, management believes the risk of loss to be minimal. The Company performs periodic evaluations of the relative credit standing of these institutions and has not experienced any losses on its cash and cash equivalents and short-term investments to date. | |||||||||
The relative magnitude and the mix of revenue from our largest customers have varied significantly from quarter to quarter. During the twelve months ended December 31, 2014 and 2013, the following customers have accounted for significant revenues, varying by period, to our company: Knight Aerospace, Inc., and PP Aviation Corporation. For the twelve months ended December 31, 2014 and 2013, the percentages of revenues from our largest two customers are as follows: | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Knight Aerospace, Inc. | 58 | % | 35 | % | |||||
PP Aviation Corporation | 19 | % | 28 | % | |||||
Over time, as we work to add additional distributors to our network and to grow our distribution business, we anticipate the relative significance to our revenue of any particular customer or distributor will decline. |
Subsequent_Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS | |
The Company has evaluated events and transactions subsequent to December 31, 2014 through the date of issuance of the Financial Statements. During the period from January 1, 2015 to the date of issuance, we have had the following material subsequent events: | ||
Re-appointment of Julian T. Ross as Chairman & CEO: | ||
On January 12, 2015, our Board of Directors re-appointed Julian T. Ross as our Chairman and Chief Executive Officer, a position he has held since the Company’s inception. We entered into a third employment agreement (“Agreement”) between us and Mr. Ross. Mr. Ross will also continue to serve as our Chief Financial Officer and Secretary until such time as we completes this hire(s). | ||
The Agreement has an effective date of January 1, 2015 and its summary terms include, but are not limited to the following: | ||
Term: | Three (3) years | |
Base Salary: | $275,000 per annum payable twice monthly | |
Annual Bonus: | 40% of Base Salary, provided that: (i) 30% of the Annual Bonus is subject to achievement of MBOs (Management by Objectives) determined by the Board; (ii) 70% of the Annual Bonus is subject to achievement of financial performance metrics set by the Board (for example, Revenue or Revenue Growth, Stock Price, and so forth). | |
Stock Options: | Stock options valued at $200,000 per annum with exercise price at market price | |
Restricted Stock Units: | (i) Base Restricted Stock Units (“RSUs”): $100,000 per year; Up to an additional $200,000 per year at the Board’s sole and absolute discretion. (ii) Performance Restricted Stock Units: 150,000 units subject to achieving both positive net earnings and positive EBITDA for a 6 month period (one time issuance). | |
Stock issuances: | ||
We issued 318,349 shares of common stock pursuant to the cashless conversion of 170 shares of Series B Preferred; we issued 58,000 shares of our common stock in connection with an investment banking agreement; we issued 602,426 shares of common stock pursuant to the cashless, partial conversions of convertible notes; and we issued 30,000 shares of our common stock in connection with a licensing and marketing agreement. | ||
Organization_and_Summary_of_Si1
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Organization and Summary of Significant Accounting Policies [Abstract] | |||||||||
Basis of Presentation | |||||||||
Basis of Presentation - Management acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded; and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition of the Company. | |||||||||
Use of estimates | |||||||||
Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimated. | |||||||||
Revenue Recognition | Revenue Recognition - We recognize revenue when persuasive evidence of an arrangement exists, shipment has occurred, the price is fixed or determinable, and collectability is reasonably assured. Revenues are recognized from product sales, net of discounts and rebates. This revenue recognition policy is applied to both customers and distributors. | ||||||||
Fees from licensees desiring to manufacture and distribute our products or derivative products using our intellectual property include initial license fees and royalties. Initial license fees are generally recognized upon granting of the license to the licensee. Royalties are recognized in the period earned. | |||||||||
Deferred Revenue and Income | Deferred Revenue and Income - We defer revenue and income when we invoice a customer or a customer makes a payment and the requirements of revenue recognition have not been met (i.e. persuasive evidence of an arrangement exists, shipment from a company warehouse has occurred, the price is fixed or determinable and collectability is reasonably assured). Deferred Revenue was and $0 and $2,976 for the years ended December 31, 2014 and 2013 respectively. | ||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents - Cash consists of all highly liquid investments purchased with maturity of three months or less to be cash equivalents. Cash and cash equivalents may at times exceed Federally-insured limits. To minimize this risk, we place our cash and cash equivalents with high credit quality institutions. | ||||||||
Inventories | Inventories – Our inventories consist of raw material and components for our portable oxygen systems as well as completed products and accessories. Inventories are computed using the lower of cost or market, which approximates actual cost on a first-in first-out basis. Inventory components are parts, work-in-process and finished goods. Finished goods are reported as inventories until the point of title transfer to the customer. We write down our inventory value for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Management has established inventory reserves to cover estimated inventory losses for all work-in-process and finished goods related to products we manufactured, as well as raw material and components for those products that had no potential use in products to be manufactured in the future. Management is required to make judgments about the future benefit of our raw materials and components. Actual reserve requirements could differ significantly from Management’s estimates, which could have a significant unfavorable impact on our future gross margins. | ||||||||
At December 31, 2014 and December 31, 2013 inventories consisted of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 133,477 | $ | 145,827 | |||||
Work in process | 41,114 | 78,809 | |||||||
Finished goods | 102,755 | 63,030 | |||||||
$ | 277,346 | $ | 287,666 | ||||||
Concentration of Credit Risk | Concentration of Credit Risk – We sell our products throughout the United States as well as in certain other countries. Sales to its recurring customers in the United States are generally granted on net 30-day credit terms. We perform periodic credit evaluations of our recurring customers and generally do not require collateral. In general, we require prepayment on all sales to customers outside the United States. An allowance for doubtful accounts is maintained for potential credit losses, which losses historically have not been significant. | ||||||||
We invest our cash in deposits and money market funds with major financial institutions. We place our cash investments in instruments that meet high credit quality standards, as specified in our investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument. | |||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments - Our financial instruments consist principally of cash and cash equivalents, accounts receivable and accounts payable. We believe that the recorded values of all of our other financial instruments approximate their fair values because of their nature and respective maturity dates or durations. The fair value of our long-term debt is determined by using estimated market prices. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows: | ||||||||
Level 1: Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date. | |||||||||
Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date. | |||||||||
Level 3: Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation. | |||||||||
The fair value of the majority of our cash equivalents was determined based on “Level 1” inputs. We do not have any marketable securities in the “Level 2” and “Level 3” category. We believe that the recorded values of all our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. | |||||||||
Property and Equipment | Property and Equipment – Property and equipment are recorded at cost with depreciation and amortization provided over the shorter of the remaining lease term or the estimated useful life of the improvement ranging from three to seven years. Renewals and betterments that materially extend the life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. Furniture and fixtures are depreciated over five years. Machinery and equipments are depreciated over five to seven years. Software is depreciated over three years. Leasehold improvements are computed using the shorter of the estimated useful lives of the assets or the lease terms. Depreciation expense was $11,970 and $23,165 for the years ended December 31, 2014 and 2013, respectively. | ||||||||
Property and equipment consist of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Leasehold Improvements | 547,856 | 547,856 | |||||||
Machinery and equipment on capital leases | 919,736 | 919,736 | |||||||
Property, plant and equipment | 237,484 | 196,051 | |||||||
Furniture and fixtures | 34,821 | 16,254 | |||||||
Computers and software | 55,368 | 47,288 | |||||||
1,795,265 | 1,727,185 | ||||||||
Less: accumulated depreciation | (1,703,727 | ) | (1,656,936 | ) | |||||
91,537 | 70,249 | ||||||||
Other Long-Lived Assets | Other Long-Lived Assets – We have two types of intangible assets – patents and trademarks. Intangible assets are carried at cost, net of accumulated amortization. | ||||||||
Amortization expense for patents and trademarks was $30,180 and $29,995 for the years ended December 31, 2014 and 2013, respectively. | |||||||||
Intangible assets with definite useful lives and other long-lived assets are tested for impairment if certain impairment indicators are identified. Management evaluates the recoverability of its identifiable intangible assets in accordance with applicable accounting guidance, which requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. Certain events and circumstances we considered in determining whether the carrying value of identifiable intangible assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in its business strategy. In determining if impairment exists, we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Impairment charges for patents were $0 for each of the years ended December 31, 2014 and 2013. | |||||||||
Other assets | Other Assets – We record Other Assets net of accumulated amortization. Amortization expense for Other Assets was $92,612 and $102,404 for the years ended December 31, 2014 and 2013, respectively. | ||||||||
Capitalization of software: The Company accounts for internal-use software and website development costs, including the development of its partner marketplaces in accordance with ASC 350-50 (Intangibles – Website cost). The Company capitalizes internal costs consisting of payroll and direct payroll-related costs of employees who devote time to the development of internal-use software, as well as any external direct costs. It amortizes these costs over their estimated useful lives, which typically range between three to five years. The Company’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The estimated life is based on management’s judgment as to the product life cycle. | |||||||||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts - We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make payments. We periodically review these allowances, including an analysis of the customers’ payment history and information regarding the customers’ creditworthiness. Actual write-offs have not been materially different from the estimated allowance. We recorded bad debt expense of $2,443 and $23,194 for the years ended December 31, 2014 and 2013, respectively. | ||||||||
Research and Development Costs | Research and Development Costs – Costs associated with the development of our products are charged to expense as incurred. $583,435 and $356,015 were incurred in the years ended December 31, 2014 and 2013, respectively. | ||||||||
Income taxes | |||||||||
Income Taxes – In accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes” (“ASC 740”), we account for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our Consolidated Financial Statements, but have not been reflected in our taxable income. A valuation allowance has been established to reduce deferred tax assets to their estimated realizable value. Therefore, we provide a valuation allowance to the extent that we do not believe it is more likely than not that we will generate sufficient taxable income in future periods to realize the benefit of our deferred tax assets. We recognize interest and penalties related to unrecognized tax benefits in income tax expense. | |||||||||
Stock-Based Compensation | Stock-Based Compensation – We account for share-based payments, including grants of stock options to employees, consultants and non-employees; moreover, we issue warrants to the consultants and related parties. We are required to estimate the fair value of share-based awards and warrants on the date of grant. The value of the award is principally recognized as expense ratably over the requisite service periods. We have estimated the fair value of stock options and warrants as of the date of grant or assumption using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes model requires the input of certain assumptions. Changes in the assumptions used in Black-Scholes model can materially affect the fair value estimates. We evaluate the assumptions used to value stock options on an annual basis. The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding. | ||||||||
The expected term is based on the observed and expected time to exercise and post-vesting cancellations of options by employees. Upon the adoption of the accounting guidance, we continued to use historical volatility in deriving the expected volatility assumption as allowed under GAAP because we believe that future volatility over the expected term of the stock options is not likely to differ materially from the past. The risk-free interest rate assumption is based on 5-year U.S Treasury zero-coupon rates appropriate for the expected term of the stock options. The expected dividend assumption is based on the history and expectation of dividend payouts. The fair values generated by the Black-Scholes model may not be indicative of the actual fair values of the equity awards, as we do not consider other factors important to those awards to employees, such as continued employment, periodic vesting requirements and limited transferability. The amount of stock based compensation expenses is net of an estimated forfeiture rate, which is also based on historical data. For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $136,944 and $61,480 respectively, which consisted primarily of stock-based compensation expense related to stock options recognized under GAAP issued to the employees. | |||||||||
The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services to be provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. We recognize this expense over the period in which the services are provided. For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $0 in each year, which consisted primarily of stock-based compensation expense related to stock options and warrants recognized under GAAP issued to consultants and other non-employees. | |||||||||
The following table shows the components of our stock based compensation expense for employees, consultants and other non-employees: | |||||||||
Year ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Common Stock options issued for compensation | $ | 108,244 | $ | 61,480 | |||||
Common Stock options and warrants issued for services | 28,700 | - | |||||||
Total | $ | 136,944 | $ | 61,480 | |||||
Shipping and Handling Costs | Shipping and Handling Costs - Shipping and handling charges to customers are included in net revenues, and the associated costs incurred are recorded in cost of revenues. | ||||||||
Advertising Costs | |||||||||
Advertising Costs - Advertising costs are charged to operations when incurred. During the years ended December 31, 2014 and 2013 we incurred $718,705 and $353,156 respectively, in advertising and promotion costs. | |||||||||
Litigation and Settlement Costs | |||||||||
Litigation and Settlement Costs - Legal costs are expensed as incurred. We record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) accrue the best estimate within a range of loss if there is a loss or, when there is no amount within a range that forms a better estimate, we will accrue the minimum amount in the range. | |||||||||
Loss Per Share | Loss Per Share - Basic loss per share, which excludes anti-dilutive securities, is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding for that particular period. In contrast, diluted loss per share considers the potential dilution that could occur from other equity instruments that would increase the total number of outstanding shares of common stock. Such amounts include shares potentially issuable under outstanding options, warrants, convertible preferred stock and convertible notes. | ||||||||
A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share follows: | |||||||||
Year ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Historical net loss per share: | |||||||||
Numerator | |||||||||
Net loss, as reported | (2,753,560 | ) | (712,452 | ) | |||||
Less: Effect of amortization of interest expense on convertible notes | - | - | |||||||
Net loss attributed to common stockholders (diluted) | (2,753,560 | ) | (712,452 | ) | |||||
Denominator | |||||||||
Weighted-average common shares outstanding | 26,406,409 | 23,754,402 | |||||||
Effect of dilutive securities | - | - | |||||||
Denominator for diluted net loss per share | 26,406,409 | 23,754,402 | |||||||
Basic and diluted net loss per share | $ | (0.10 | ) | $ | (0.03 | ) | |||
Basic and Diluted Loss per Share: | |||||||||
The computation of basic earnings per share of common stock is based on the weighted average number of shares outstanding during the periods presented. The computation of fully diluted earnings per share includes common stock equivalents outstanding at the balance sheet date. The Company had 3,757,583 and 1,635,694 stock options, warrants and convertible note shares that would have been included in the fully diluted earnings per share as of December 31, 2014 and 2013, respectively. However, the common stock equivalents were not included in the computation of the loss per share computation because they are anti-dilutive. | |||||||||
Reclassifications | |||||||||
Reclassifications - Certain financial statement items have been reclassified to conform to the current year’s presentation. | |||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||
We have reviewed recent accounting pronouncements and concluded that they are either not applicable to our business or that no material effect is expected on the financial statements as a result of future adoption. | |||||||||
Organization_and_Summary_of_Si2
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Organization and Summary of Significant Accounting Policies [Abstract] | |||||||||
Schedule of inventories | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 133,477 | $ | 145,827 | |||||
Work in process | 41,114 | 78,809 | |||||||
Finished goods | 102,755 | 63,030 | |||||||
$ | 277,346 | $ | 287,666 | ||||||
Summary of property and equipment | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Leasehold Improvements | 547,856 | 547,856 | |||||||
Machinery and equipment on capital leases | 919,736 | 919,736 | |||||||
Property, plant and equipment | 237,484 | 196,051 | |||||||
Furniture and fixtures | 34,821 | 16,254 | |||||||
Computers and software | 55,368 | 47,288 | |||||||
1,795,265 | 1,727,185 | ||||||||
Less: accumulated depreciation | (1,703,727 | ) | (1,656,936 | ) | |||||
91,537 | 70,249 | ||||||||
Schedule of stock based compensation expense | Year ended | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Common Stock options issued for compensation | $ | 108,244 | $ | 61,480 | |||||
Common Stock options and warrants issued for services | 28,700 | - | |||||||
Total | $ | 136,944 | $ | 61,480 | |||||
Schedule of numerator and denominator used in calculation of basic and diluted net loss per share | Year ended | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Historical net loss per share: | |||||||||
Numerator | |||||||||
Net loss, as reported | (2,753,560 | ) | (712,452 | ) | |||||
Less: Effect of amortization of interest expense on convertible notes | - | - | |||||||
Net loss attributed to common stockholders (diluted) | (2,753,560 | ) | (712,452 | ) | |||||
Denominator | |||||||||
Weighted-average common shares outstanding | 26,406,409 | 23,754,402 | |||||||
Effect of dilutive securities | - | - | |||||||
Denominator for diluted net loss per share | 26,406,409 | 23,754,402 | |||||||
Basic and diluted net loss per share | $ | (0.10 | ) | $ | (0.03 | ) |
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||||||||||
Summary of carrying values of amortized acquired intangible assets | 31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||
Gross | Accumulated Amortization and write off | Net | Gross | Accumulated Amortization and write off | Net | ||||||||||||||||||||
Patents | $ | 618,150 | $ | (287,662 | ) | $ | 330,488 | $ | 617,651 | $ | (260,171 | ) | $ | 357,480 | |||||||||||
Trademarks | $ | 45,723 | $ | (13,447 | ) | $ | 32,276 | $ | 45,723 | $ | (10,758 | ) | $ | 34,965 | |||||||||||
$ | 663,873 | $ | (301,109 | ) | $ | 362,764 | $ | 663,374 | $ | (270,929 | ) | $ | 392,445 | ||||||||||||
Summary of estimated future amortization expense of intangible assets | 2015 | $ | 30,232 | ||||||||||||||||||||||
2016 | 30,232 | ||||||||||||||||||||||||
2017 | 30,232 | ||||||||||||||||||||||||
2018 | 30,232 | ||||||||||||||||||||||||
Thereafter | 241,837 | ||||||||||||||||||||||||
$ | 362,764 |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Carrying values of short-term and long-term notes payable | |||||||||||||||||||||
Effective Interest Rate | Principal | Accrued Interest | Discount | December 31, | |||||||||||||||||
2014 | |||||||||||||||||||||
Current notes payable | |||||||||||||||||||||
Iliad Trading and Research Notes | 1.5 | % | 157,458 | 2,346 | - | 159,804 | |||||||||||||||
Union Capital Funding Notes | 69.9 | % | 297,000 | 4,680 | 202,843 | 98,837 | |||||||||||||||
JSJ Investments Notes | 37.3 | % | 300,000 | 10,685 | 101,124 | 209,561 | |||||||||||||||
Sojourn Note | 92.9 | % | 30,000 | 819 | 27,041 | 3,778 | |||||||||||||||
WHC Capital Note | 74.5 | % | 38,500 | 405 | 28,293 | 10,612 | |||||||||||||||
Group 10 Notes | 64.3 | % | 236,000 | 2,716 | 148,963 | 89,753 | |||||||||||||||
GEL Notes | 66.8 | % | 165,000 | 1,465 | 108,761 | 57,704 | |||||||||||||||
Frisco EDC | 12.3 | % | 104,000 | - | 15,516 | 88,484 | |||||||||||||||
Total short-term notes payable | $ | 1,327,958 | $ | 23,116 | $ | 632,542 | $ | 718,533 | |||||||||||||
Long-term notes payable | |||||||||||||||||||||
none | $ | - | - | - | $ | 0 | |||||||||||||||
Total long-term notes payable | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||
Total short-term and long-term notes payable | $ | 1,327,958 | $ | 23,116 | $ | 632,541 | $ | 718,533 | |||||||||||||
Effective Interest Rate | Principal | Accrued Interest | Discount | December 31, | |||||||||||||||||
2013 | |||||||||||||||||||||
Current notes payable | |||||||||||||||||||||
Iliad Trading and Research Notes | 47.3 | % | 165,000 | 5,004 | 72,980 | 97,024 | |||||||||||||||
LG Capital Funding | 53.7 | % | 57,500 | 3,008 | 27,886 | 32,622 | |||||||||||||||
JMJ Financial | 70.4 | % | 110,000 | 13,200 | 64,195 | 59,005 | |||||||||||||||
Tonaquint, Inc. | 47 | % | 105,000 | 6,785 | 42,535 | 69,250 | |||||||||||||||
Frisco EDC | 12.34 | % | 44,000 | - | - | 44,000 | |||||||||||||||
Total short-term notes payable | $ | 481,500 | $ | 27,997 | $ | 207,596 | $ | 301,901 | |||||||||||||
Long-term notes payable | |||||||||||||||||||||
Frisco EDC | 12.34 | % | $ | 104,000 | - | 27,928 | $ | 76,072 | |||||||||||||
Total long-term notes payable | $ | 104,000 | $ | 0 | $ | 27,928 | $ | 76,072 | |||||||||||||
Total short-term and long-term notes payable | $ | 585,500 | $ | 27,997 | $ | 235,524 | $ | 377,973 | |||||||||||||
Schedule of aggregate maturities of debt | |||||||||||||||||||||
As of | |||||||||||||||||||||
December 31, | |||||||||||||||||||||
2014 | |||||||||||||||||||||
2015 | $ | 718,533 | |||||||||||||||||||
Thereafter | - | ||||||||||||||||||||
Total | $ | 718,533 | |||||||||||||||||||
Frisco EDC [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Future principal payments of Frisco note payable | 2015 | 52,000 | |||||||||||||||||||
2016 | 52,000 | ||||||||||||||||||||
$ | 104,000 | ||||||||||||||||||||
Stock_Options_and_Warrants_Tab
Stock Options and Warrants (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Stock Options and Warrants [Abstract] | |||||||||||||||||||||||||
Summary of option activity | |||||||||||||||||||||||||
Employee | Non-Employee | ||||||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||||||
Number | Average | Number | Average | Combined | |||||||||||||||||||||
Of | Exercise | Of | Exercise | Total | |||||||||||||||||||||
Options | Price | Options | Price | Options | |||||||||||||||||||||
Outstanding at December 31, 2012 | 1,440,916 | $ | 0.38 | 18,180 | $ | 1.15 | 1,459,096 | ||||||||||||||||||
Granted | 135,000 | 0.25 | - | - | 135,000 | ||||||||||||||||||||
Exercised | - | - | - | - | - | ||||||||||||||||||||
Forfeited/Cancelled | (22,925 | ) | 1.56 | (2,280 | ) | 2.5 | (25,205 | ) | |||||||||||||||||
Outstanding at December 31, 2013 | 1,552,991 | $ | 0.35 | 15,900 | $ | 2.5 | 1,568,891 | ||||||||||||||||||
Granted | 380,000 | 0.52 | - | - | 380,000 | ||||||||||||||||||||
Exercised | - | - | - | - | - | ||||||||||||||||||||
Forfeited/Cancelled | (225,503 | ) | 0.91 | (15,900 | ) | 2.5 | (241,403 | ) | |||||||||||||||||
Outstanding at December 31, 2014 | 1,707,488 | $ | 0.31 | - | $ | - | 1,707,488 | ||||||||||||||||||
Summary of options forfeited/cancelled | |||||||||||||||||||||||||
Employee | Non-Employee | ||||||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||||||
Number | Average | Number | Average | Combined | |||||||||||||||||||||
Of | Exercise | Of | Exercise | Total | |||||||||||||||||||||
Options | Price | Options | Price | Options | |||||||||||||||||||||
Forfeited/Cancelled during FY 2013 | (22,925 | ) | $ | 1.56 | (2,280 | ) | $ | 2.5 | (25,205 | ) | |||||||||||||||
Forfeited/Cancelled during FY 2014 | (225,503 | ) | $ | 0.91 | (15,900 | ) | $ | 2.5 | (241,403 | ) | |||||||||||||||
Summary of assumptions to estimate the fair value of options granted | Equity Incentive | ||||||||||||||||||||||||
Plans for | |||||||||||||||||||||||||
Years Ended | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Expected terms (in years) | 5-10 | 5-10 | |||||||||||||||||||||||
Volatility | 83.79 | % | 40.45 | % | |||||||||||||||||||||
Risk-free interest rate | 0.82%-1.02 | % | 1.05%-1.74 | % | |||||||||||||||||||||
Expected dividend rate | 0 | % | 0 | % | |||||||||||||||||||||
Summary of employee stock options outstanding under the Plan | |||||||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||||
Range of Exercise Prices | Number | Weighted | Weighted | Number | Weighted | Weighted | |||||||||||||||||||
Outstanding | average | average | exercisable | average | average | ||||||||||||||||||||
remaining | exercise price | remaining | exercise price | ||||||||||||||||||||||
contractual life | contractual life | ||||||||||||||||||||||||
$ 0.20 - $0.25 | 1,507,488 | 4.66 | $ | 0.25 | 1,417,488 | 4.66 | $ | 0.25 | |||||||||||||||||
$ 0.50 - $1.00 | 200,000 | 4.57 | $ | 0.89 | 87,500 | 3.86 | $ | 0.74 | |||||||||||||||||
1,707,488 | 1,504,988 | ||||||||||||||||||||||||
Summary of warrant activity | Weighted | ||||||||||||||||||||||||
Number | Average | ||||||||||||||||||||||||
Of | Exercise | Estimated | Intrinsic | ||||||||||||||||||||||
Warrants | Price | Life (Years) | Value | ||||||||||||||||||||||
Outstanding at December 31, 2012 | 1,877,034 | $ | 0.8 | 1.65 | $ | 1.07 | |||||||||||||||||||
Granted | 1,576,364 | $ | 1.44 | 4.3 | $ | - | |||||||||||||||||||
Exercised | (438,889 | ) | 0.01 | ||||||||||||||||||||||
Forfeited/Cancelled | (47,500 | ) | 0.69 | ||||||||||||||||||||||
Exercisable | 2,967,009 | $ | 1.13 | 2.81 | $ | 0.19 | |||||||||||||||||||
Outstanding at December 31, 2013 | 2,967,009 | $ | 1.13 | 2.81 | $ | 0.19 | |||||||||||||||||||
Granted | 1,467,896 | $ | 1.26 | 3.95 | $ | - | |||||||||||||||||||
Exercised | (436,945 | ) | 0.01 | ||||||||||||||||||||||
Forfeited/Cancelled | (468,700 | ) | 0.65 | ||||||||||||||||||||||
Exercisable | 3,569,260 | $ | 1.37 | 3.18 | $ | - | |||||||||||||||||||
Outstanding at December 31, 2014 | 3,569,260 | $ | 1.37 | 3.18 | $ | - | |||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes [Abstract] | |||||||||
Summary of components of net deferred tax assets including valuation allowance | Deferred Tax Assets | As of | As of December 31, 2013 | ||||||
December 31, 2014 | |||||||||
Net operating loss carry-forwards | $ | 5,150,797 | $ | 4,129,735 | |||||
Net deferred tax assets before valuation allowance | $ | 5,588,365 | $ | 4,733,483 | |||||
Less: Valuation Allowance | $ | (5,588,365 | ) | $ | (4,733,483 | ) | |||
Net deferred tax assets | -- | -- | |||||||
Schedule of reconciliation of income tax rate to pre-tax loss | As of December 31, 2014 | As of | |||||||
December 31, 2013 | |||||||||
Statutory federal income tax | 34 | % | 34 | % | |||||
Statutory state income tax | (0.22 | %) | (0.92 | %) | |||||
Change in valuation allowance on deferred tax assets | (33.51 | %) | (33.69 | %) | |||||
Net effective tax rate | (0.27 | %) | (0.61 | %) | |||||
Commitments_and_Contingency_Ta
Commitments and Contingency (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingency [Abstract] | |||||
Summary of future minimum lease payments under non-cancelable operating lease | |||||
2015 | $ | 194,400 | |||
2016 | 210,600 | ||||
2017 | 210,600 | ||||
Thereafter | - | ||||
$ | 615,600 | ||||
Summary of minimum non-cancellable lease payments required under capital leases | |||||
2014 | 149 | ||||
Thereafter | - | ||||
$ | 149 |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Related Party Transactions [Abstract] | |||||||||
Summary of the related party financings and notes payable | Shareholder advances | ||||||||
Holder | Julian Ross(1) | Other | |||||||
Amount | $ | 154,850 | $ | - | |||||
Stated interest rate | 0 | % | 0 | % | |||||
Maturity | n/a | n/a | |||||||
A summary of the related party financings and notes payable to related parties as at December 31, 2013 is as follows: | |||||||||
Shareholder advances | |||||||||
Holder | Julian Ross(1) | Other | |||||||
Amount | $ | 118,627 | $ | - | |||||
Stated interest rate | 0 | % | 0 | % | |||||
Maturity | n/a | n/a | |||||||
-1 | Our CEO, Mr. Ross provided us cash and other consideration from time to time to fund to fund working capital. The net amounts outstanding to Mr. Ross were $154,850 and $118,627 as at December 31, 2014 and December 31, 2013, respectively. | ||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Fair Value Measurements [Abstract] | |||||
Schedule of derivative liabilities at fair value measurement | Derivative | ||||
Liabilities | |||||
Balance as of December 31, 2013 | $ | - | |||
Additions related to embedded derivative of convertible notes issued | 28,009 | ||||
Gain on decrease in value of derivative liabilities | 3,001 | ||||
Balance as of December 31, 2014 | $ | 31,010 |
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Segment Information [Abstract] | |||||||||
Components of revenue by geographic region | Year Ended | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Revenues: | |||||||||
United States revenues | $ | 2,380,000 | $ | 1,302,042 | |||||
ROW revenues | 57,402 | 498,286 | |||||||
Totals | $ | 2,437,402 | $ | 1,800,327 | |||||
Concentration_of_Risk_in_Custo1
Concentration of Risk in Customer and Supplier Relationships (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Concentration of Risk in Customer and Supplier Relationships [Abstract] | |||||||||
Summary of percentages of revenues from customers | Year Ended | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Knight Aerospace, Inc. | 58 | % | 35 | % | |||||
PP Aviation Corporation | 19 | % | 28 | % | |||||
Organization_and_Summary_of_Si3
Organization and Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of Inventories | ||
Raw materials | $133,477 | $145,827 |
Work in process | 41,114 | 78,809 |
Finished goods | 102,755 | 63,030 |
Total inventories | $277,346 | $287,666 |
Organization_and_Summary_of_Si4
Organization and Summary of Significant Accounting Policies (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of property and equipment | ||
Leasehold Improvements | $547,856 | $547,856 |
Machinery and equipment on capital leases | 919,736 | 919,736 |
Property, plant and equipment | 237,484 | 196,051 |
Furniture and fixtures | 34,821 | 16,254 |
Computers and software | 55,368 | 47,288 |
Property and equipment, gross | 1,795,265 | 1,727,185 |
Less: accumulated depreciation | -1,703,727 | -1,656,936 |
Total property and equipment, net | $91,537 | $70,249 |
Organization_and_Summary_of_Si5
Organization and Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of stock based compensation expense | ||
Common Stock options issued for compensation | $108,244 | $61,480 |
Common Stock options and warrants issued for services | 28,700 | |
Total | $136,944 | $61,480 |
Organization_and_Summary_of_Si6
Organization and Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator | ||
Net loss, as reported | ($2,753,560) | ($712,452) |
Less: Effect of amortization of interest expense on convertible notes | ||
Net loss attributed to common stockholders (diluted) | ($2,753,560) | ($712,452) |
Denominator | ||
Weighted-average common shares outstanding | 26,367,254 | 23,754,402 |
Effect of dilutive securities | ||
Denominator for diluted net loss per share | 26,367,254 | 23,754,402 |
Basic and diluted net loss per share | ($0.10) | ($0.03) |
Organization_and_Summary_of_Si7
Organization and Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Patent | ||
Summary of Significant Accounting Policies (Textual) | ||
Number of issued patents owned by company | 7 | |
Deferred revenue | $2,976 | |
Credit period granted to recurring customers on sales | 30 days | |
Depreciation expense | 11,970 | 23,165 |
Amortization of intangible assets | 30,180 | 29,995 |
Impairment charges for patents | 0 | 0 |
Amortization expense of other assets | 92,612 | 102,404 |
Bad debts expenses | 2,443 | 23,194 |
Research and development expense | 583,435 | 356,015 |
Stock-based compensation expense related to stock options issued to the employees | 108,244 | 61,480 |
Common Stock options and warrants issued for services | 28,700 | |
Advertising and promotion costs | $718,705 | $353,156 |
Stock options, warrants and convertible note shares excluded from computation of the loss per share | 3,757,583 | 1,635,694 |
Furniture and Fixtures [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment, useful life | 5 years | |
Software [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment, useful life | 3 years | |
Software [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment, useful life | 3 years | |
Software [Member] | Maximum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment, useful life | 5 years | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment, useful life | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment, useful life | 7 years | |
Leasehold Improvements [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment, useful life | 3 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment, useful life | 7 years |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of carrying values of amortized acquired intangible assets | ||
Intangible assets, Gross | $663,873 | $663,374 |
Intangible assets, Accumulated Amortization and write off | -301,109 | -270,929 |
Intangible assets, Net | 362,764 | 392,445 |
Patents [Member] | ||
Summary of carrying values of amortized acquired intangible assets | ||
Intangible assets, Gross | 618,150 | 617,651 |
Intangible assets, Accumulated Amortization and write off | -287,662 | -260,171 |
Intangible assets, Net | 330,488 | 357,480 |
Trademarks [Member] | ||
Summary of carrying values of amortized acquired intangible assets | ||
Intangible assets, Gross | 45,723 | 45,723 |
Intangible assets, Accumulated Amortization and write off | -13,447 | -10,758 |
Intangible assets, Net | $32,276 | $34,965 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of estimated future amortization expense of intangible assets | ||
2015 | $30,232 | |
2016 | 30,232 | |
2017 | 30,232 | |
2018 | 30,232 | |
Thereafter | 241,837 | |
Intangible assets, Net | $362,764 | $392,445 |
Intangible_Assets_Details_Text
Intangible Assets (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 15, 2004 | |
Intangible_Asset | |||
Intangible Assets (Textual) | |||
Number of intangible assets | 2 | ||
Impairment of intangible assets | $0 | $0 | |
Intangible assets, net | 362,764 | 392,746 | |
Gross amount of acquired intangible assets | 663,873 | 663,374 | |
Patents [Member] | |||
Intangible Assets (Textual) | |||
Aggregate intangible assets, Asset percentage | 91.00% | ||
Gross amount of acquired intangible assets | 618,150 | 617,651 | |
Trademarks [Member] | |||
Intangible Assets (Textual) | |||
Aggregate intangible assets, Asset percentage | 9.00% | ||
Gross amount of acquired intangible assets | 45,723 | 45,723 | |
Amounts paid to third parties for legal fees, application fees and other direct costs | 507,871 | ||
Patents and Trademarks [Member] | |||
Intangible Assets (Textual) | |||
Gross amount of acquired intangible assets | $156,002 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Dec. 31, 2014 |
Summary of future principal payments of Frisco note payable | |
2015 | $718,533 |
Note payable, Total | 718,533 |
Frisco Note payable [Member] | |
Summary of future principal payments of Frisco note payable | |
2015 | 52,000 |
2016 | 52,000 |
Note payable, Total | $104,000 |
Notes_Payable_Details_1
Notes Payable (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Carrying values of short-term and long-term notes payable | ||
Effective Interest Rate | 12.34% | |
Total short-term notes payable, Principal | $1,327,958 | $481,500 |
Total short term notes accrued interest | 23,116 | 27,997 |
Total short-term notes payable, Discount | 632,542 | 207,596 |
Total short-term notes payable | 718,533 | 301,901 |
Total long-term notes payable, Principal | 0 | 104,000 |
Total Long term notes accrued interest | 0 | 0 |
Total long-term notes payable, Discount | 0 | 27,928 |
Total long-term notes payable | 0 | 76,072 |
Total short-term and long-term notes payable, Principal | 1,327,958 | 585,500 |
Total short and long term notes accrued interest | 23,116 | 27,997 |
Total short-term and long-term notes payable, Discount | 632,541 | 235,524 |
Total short-term and long-term notes payable | 718,533 | 377,973 |
Iliad Trading and Research Notes [Member] | ||
Carrying values of short-term and long-term notes payable | ||
Effective Interest Rate | 1.50% | 47.30% |
Total short-term notes payable, Principal | 157,458 | 165,000 |
Total short term notes accrued interest | 2,346 | 5,004 |
Total short-term notes payable, Discount | 72,980 | |
Total short-term notes payable | 159,804 | 97,024 |
Union Capital Funding Notes [Member] | ||
Carrying values of short-term and long-term notes payable | ||
Effective Interest Rate | 69.90% | |
Total short-term notes payable, Principal | 297,000 | |
Total short term notes accrued interest | 4,680 | |
Total short-term notes payable, Discount | 202,843 | |
Total short-term notes payable | 98,837 | |
LG Capital Funding [Member] | ||
Carrying values of short-term and long-term notes payable | ||
Effective Interest Rate | 53.70% | |
Total short-term notes payable, Principal | 57,500 | |
Total short term notes accrued interest | 3,008 | |
Total short-term notes payable, Discount | 27,886 | |
Total short-term notes payable | 32,622 | |
JMJ Financial [Member] | ||
Carrying values of short-term and long-term notes payable | ||
Effective Interest Rate | 70.40% | |
Total short-term notes payable, Principal | 110,000 | |
Total short term notes accrued interest | 13,200 | |
Total short-term notes payable, Discount | 64,195 | |
Total short-term notes payable | 59,005 | |
Tonaquint, Inc. [Member] | ||
Carrying values of short-term and long-term notes payable | ||
Effective Interest Rate | 47.00% | |
Total short-term notes payable, Principal | 105,000 | |
Total short term notes accrued interest | 6,785 | |
Total short-term notes payable, Discount | 42,535 | |
Total short-term notes payable | 69,250 | |
Frisco EDC [Member] | ||
Carrying values of short-term and long-term notes payable | ||
Effective Interest Rate | 12.30% | 12.34% |
Total short-term notes payable, Principal | 104,000 | 44,000 |
Total short term notes accrued interest | ||
Total short-term notes payable, Discount | 15,516 | |
Total short-term notes payable | 88,484 | 44,000 |
Frisco EDC, Long-term [Member] | ||
Carrying values of short-term and long-term notes payable | ||
Effective Interest Rate | 12.34% | |
Total long-term notes payable, Principal | 104,000 | |
Total Long term notes accrued interest | ||
Total long-term notes payable, Discount | 27,928 | |
Total long-term notes payable | 0 | 76,072 |
JSJ Investments Notes [Member] | ||
Carrying values of short-term and long-term notes payable | ||
Effective Interest Rate | 37.30% | |
Total short-term notes payable, Principal | 300,000 | |
Total short term notes accrued interest | 10,685 | |
Total short-term notes payable, Discount | 101,124 | |
Total short-term notes payable | 209,561 | |
Sojourn Note [Member] | ||
Carrying values of short-term and long-term notes payable | ||
Effective Interest Rate | 92.90% | |
Total short-term notes payable, Principal | 30,000 | |
Total short term notes accrued interest | 819 | |
Total short-term notes payable, Discount | 27,041 | |
Total short-term notes payable | 3,778 | |
WHC Capital Note [Member] | ||
Carrying values of short-term and long-term notes payable | ||
Effective Interest Rate | 74.50% | |
Total short-term notes payable, Principal | 38,500 | |
Total short term notes accrued interest | 405 | |
Total short-term notes payable, Discount | 28,293 | |
Total short-term notes payable | 10,612 | |
Group 10 Notes [Member] | ||
Carrying values of short-term and long-term notes payable | ||
Effective Interest Rate | 64.30% | |
Total short-term notes payable, Principal | 236,000 | |
Total short term notes accrued interest | 2,716 | |
Total short-term notes payable, Discount | 148,963 | |
Total short-term notes payable | 89,753 | |
GEL Notes [Member] | ||
Carrying values of short-term and long-term notes payable | ||
Effective Interest Rate | 66.80% | |
Total short-term notes payable, Principal | 165,000 | |
Total short term notes accrued interest | 1,465 | |
Total short-term notes payable, Discount | 108,761 | |
Total short-term notes payable | $57,704 |
Notes_Payable_Details_2
Notes Payable (Details 2) (USD $) | Dec. 31, 2014 |
Aggregate maturities of debt | |
2015 | $718,533 |
Thereafter | |
Note payable, Total | $718,533 |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 0 Months Ended | ||
Mar. 22, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | |
Notes Payable (Textual) | |||
Note payable, net | $723,323 | $349,975 | |
Frisco Promissory Note [Member] | |||
Notes Payable (Textual) | |||
Amount of renewal and extension forgivable loan | 213,000 | ||
Debt instrument, payment terms | (i) the full payment of the economic incentives; or (ii) March 31, 2016. | ||
Period of performance for debt | 5 years | ||
Renewed debt instrument interest rate | 12.34% | ||
Unamortized discount | 15,516 | ||
Note payable, net | $88,484 |
Shareholders_Equity_Details_Te
Shareholders' Equity (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Shareholders' Equity (Textual) | ||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Conversion ratio | 1.22 | |
Series B preferred stock and warrants issued for cash | $0 | ($750,000) |
Common stock issued in connection with lease extinguishment | 66,750 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock issued upon conversion of convertible notes | 625,913 | 462,448 |
Common stock issued upon conversion of convertible notes, Shares | ||
Common stock issued for cash | 29,700 | 347,364 |
Common stock issued for cash, Shares | ||
Share issued of Series B preferred stock | 130 | |
Common stock issued for cash and warrants | 525,000 | -216,800 |
Common stock issued for cash and warrants, Shares | ||
Common stock issued for conversion of rent, Shares | ||
Common stock issued for conversion of rent | 423,413 | |
Common stock issued for prepaid rent | 162,810 | |
Common stock issued for services, Shares | 81,500 | |
Common stock issued for services | 64,874 | 257,837 |
Common stock issued for exercising options and warrants, Shares | ||
Common stock issued for exercising options and warrants | 4,370 | 4,388 |
Stock based compensation expense | 136,944 | 61,480 |
Warrant fair value | 0 | |
Beneficial conversion feature | 951,423 | 317,609 |
Deferred loan costs | 48,012 | |
Common stock, Shares issued | 28,438,631 | 25,854,307 |
Common stock, Shares outstanding | 28,438,430 | 25,854,307 |
Series A Preferred Stock [Member] | ||
Shareholders' Equity (Textual) | ||
Preferred Stock, shares issued | 593,750 | 743,750 |
Preferred stock, shares outstanding | 593,750 | 743,750 |
Series A preferred shares converted to common stock | 150,000 | |
Preferred stock converted into common stock | 183,000 | |
Conversion ratio | 1.221 | |
Dividend payable on Series A preferred stock, quarterly, non-cumulative | $0.01 | |
Original issue price of preferred stock | $1 | |
Common stock issued in connection of lease extinguishment, Shares | 75,000 | |
Percentage of claim upon liquidation | 100.00% | |
Cash proceeds from conversion | 3,000,000 | |
Cash proceeds from conversion, price paid per share | $5 | |
Preferred stock, voting rights | The holder of each share of Series A Preferred has the right to one vote for each share of common stock. | |
Redemption period maximum | 10 years | |
Redemption period minimum | 2 years | |
Redemption value per share | $1 | |
Common stock issued upon conversion of convertible preferred stock, Shares | 150,000 | |
Series B Preferred Stock [Member] | ||
Shareholders' Equity (Textual) | ||
Preferred Stock, shares issued | 1,145 | 750 |
Preferred stock, shares outstanding | 1,145 | 750 |
Increase in issuance of Series A Preferred stock shares | 3,500 | |
Series B preferred issued for cash, Shares | 525 | |
Series B preferred stock converted to common stock, Shares | 130 | |
Dividend percentage | 6.00% | |
Original issue price of preferred stock | $1,000 | |
Percentage of claim upon liquidation | 100.00% | |
Cash proceeds from conversion, price paid per share | $0.55 | |
Preferred stock, voting rights | The holder of each share of Series B Preferred has the right to one vote for each share of common stock. | |
Share issued of Series B preferred stock | 525 | |
Warrant [Member] | ||
Shareholders' Equity (Textual) | ||
Common stock issued for exercising options and warrants, Shares | 438,888 | |
Common stock [Member] | ||
Shareholders' Equity (Textual) | ||
Conversion ratio | 1.221 | |
Series B preferred issued for cash | ||
Series B preferred issued for cash, Shares | ||
Series B preferred stock and warrants issued for cash | 95 | |
Series B preferred stock converted to common stock, Shares | 236,364 | |
Common stock issued in connection with lease extinguishment | 30 | |
Common stock issued in connection of lease extinguishment, Shares | 75,000 | |
Common stock issued upon conversion of convertible notes | 612 | 193 |
Common stock issued upon conversion of convertible notes, Shares | 1,529,734 | 482,934 |
Common stock issued upon conversion of convertible notes, share price | $0.96 | |
Common stock issued for cash | 17 | 268 |
Common stock issued for cash, Shares | 41,580 | 670,947 |
Share issue price | $0.52 | |
Common stock issued for cash and warrants | 174 | |
Common stock issued for cash and warrants, Shares | 435,000 | |
Stock issued for cash and warrants issue price. | $0.50 | |
Common stock issued for conversion of rent, Shares | 644,347 | |
Common stock issued for conversion of rent | 258 | |
Common stock issued for prepaid rent, Shares | 220,013 | |
Common stock issued for prepaid rent | 88 | |
Common stock issued for prepaid rent, share price | $0.66 | |
Common stock issued for services, Shares | 81,500 | 322,000 |
Common stock issued for services | 32 | 129 |
Share issued for services, issue price | $0.80 | |
Common stock issued for exercising options and warrants, Shares | 436,945 | 438,888 |
Common stock issued for exercising options and warrants | 175 | 176 |
Common stock issued upon conversion of convertible preferred stock, Shares | 183,000 | 91,500 |
Stock issued shares in connection with website development | 132,000 | |
Stock issued value in connection with website development | 114,180 | |
Stock based compensation expense | ||
Beneficial conversion feature | ||
Deferred loan costs | ||
Preferred Shares Rights [Member] | ||
Shareholders' Equity (Textual) | ||
Preferred stock, shares authorized | 25,000,000 | |
Preferred stock, par value | $0.00 |
Stock_Options_and_Warrants_Det
Stock Options and Warrants (Details) (Stock Options [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of option activity | ||
Outstanding Options/Warrants, beginning balance | 1,568,891 | 1,459,096 |
Granted | 380,000 | 135,000 |
Exercised | ||
Forfeited/Cancelled | -241,403 | -25,205 |
Outstanding Options/Warrants, ending balance | 1,707,488 | 1,568,891 |
Employee [Member] | ||
Summary of option activity | ||
Outstanding Options/Warrants, beginning balance | 1,552,991 | 1,440,916 |
Outstanding Options/Warrants, Weighted Average Exercise Price, beginning balance | 0.35 | 0.38 |
Granted | 380,000 | 135,000 |
Granted, Weighted Average Exercise Price | 0.52 | 0.25 |
Exercised | ||
Exercised, Weighted Average Exercise Price | ||
Forfeited/Cancelled | -225,503 | -22,925 |
Forfeited/Cancelled, Weighted Average Exercise Price | 0.91 | 1.56 |
Outstanding Options/Warrants, ending balance | 1,707,488 | 1,552,991 |
Outstanding Options/Warrants, Weighted Average Exercise Price, ending balance | 0.31 | 0.35 |
Non-Employee [Member] | ||
Summary of option activity | ||
Outstanding Options/Warrants, beginning balance | 15,900 | 18,180 |
Outstanding Options/Warrants, Weighted Average Exercise Price, beginning balance | 2.5 | 1.15 |
Granted | ||
Granted, Weighted Average Exercise Price | ||
Exercised | ||
Exercised, Weighted Average Exercise Price | ||
Forfeited/Cancelled | -15,900 | -2,280 |
Forfeited/Cancelled, Weighted Average Exercise Price | 2.5 | 2.5 |
Outstanding Options/Warrants, ending balance | 15,900 | |
Outstanding Options/Warrants, Weighted Average Exercise Price, ending balance | 2.5 |
Stock_Options_and_Warrants_Det1
Stock Options and Warrants (Details 1) (Employee Stock Option [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of stock option forfeited/Cancelled under the Plan | ||
Forfeited/Cancelled, Shares | -241,403 | -25,205 |
Employee [Member] | ||
Summary of stock option forfeited/Cancelled under the Plan | ||
Forfeited/Cancelled, Shares | -225,503 | -22,925 |
Forfeited/Cancelled, weighted average exercise price | 0.91 | 1.56 |
Non-Employee [Member] | ||
Summary of stock option forfeited/Cancelled under the Plan | ||
Forfeited/Cancelled, Shares | -15,900 | -2,280 |
Forfeited/Cancelled, weighted average exercise price | 2.5 | 2.5 |
Stock_Options_and_Warrants_Det2
Stock Options and Warrants (Details 2) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of fair value of options granted were estimated at the date of grant using the Black-Scholes model | ||
Volatility | 83.79% | 40.45% |
Expected dividend rate | 0.00% | 0.00% |
Minimum [Member] | ||
Summary of fair value of options granted were estimated at the date of grant using the Black-Scholes model | ||
Expected terms (in years) | 5 years | 5 years |
Risk-free interest rate | 0.82% | 1.05% |
Maximum [Member] | ||
Summary of fair value of options granted were estimated at the date of grant using the Black-Scholes model | ||
Expected terms (in years) | 10 years | 10 years |
Risk-free interest rate | 1.02% | 1.74% |
Stock_Options_and_Warrants_Det3
Stock Options and Warrants (Details 3) (Employee Stock Option [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Beginning of Period [Abstract] | |
Number Outstanding | 1,707,488 |
Number Exercisable | 1,504,988 |
Range One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Beginning of Period [Abstract] | |
Range of Exercise Prices, Lower Range Limit | $0.20 |
Range of Exercise Prices, Upper Range Limit | $0.25 |
Number Outstanding | 1,507,488 |
Weighted average remaining contractual life, Options Outstanding | 4 years 7 months 28 days |
Weighted average exercise price, Options Outstanding | $0.25 |
Number Exercisable | 1,417,488 |
Weighted average remaining contractual life, Options Exercisable | 4 years 7 months 28 days |
Weighted average exercise price, Options Exercisable | $0.25 |
Range Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Beginning of Period [Abstract] | |
Range of Exercise Prices, Lower Range Limit | $0.50 |
Range of Exercise Prices, Upper Range Limit | $1 |
Number Outstanding | 200,000 |
Weighted average remaining contractual life, Options Outstanding | 4 years 6 months 26 days |
Weighted average exercise price, Options Outstanding | $0.89 |
Number Exercisable | 87,500 |
Weighted average remaining contractual life, Options Exercisable | 3 years 10 months 10 days |
Weighted average exercise price, Options Exercisable | $0.74 |
Stock_Options_and_Warrants_Det4
Stock Options and Warrants (Details 4) (Warrant [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrant [Member] | ||
Summary of warrants activity | ||
Outstanding Options/Warrants, beginning balance | 2,967,009 | 1,877,034 |
Outstanding Options/Warrants, Weighted Average Exercise Price, beginning balance | $1.13 | $0.80 |
Outstanding Warrants, Estimated Life (Years), begining balance | 2 years 9 months 22 days | 1 year 7 months 24 days |
Outstanding Warrants, Intrinsic Value, beginning balance | $0.19 | $1.07 |
Granted | 1,467,896 | 1,576,364 |
Granted, Weighted Average Exercise Price | $1.26 | $1.44 |
Granted, Estimated Life (Years) | 3 years 11 months 12 days | 4 years 3 months 18 days |
Exercised | -436,945 | -438,889 |
Exercised, Weighted Average Exercise Price | $0.01 | $0.01 |
Forfeited/Cancelled | -468,700 | -47,500 |
Forfeited/Cancelled, Weighted Average Exercise Price | $0.65 | $0.69 |
Exercisable | 3,569,260 | 2,967,009 |
Exercisable, Weighted Average Exercise Price | $1.37 | $1.13 |
Exercisable, Estimated Life (Years) | 3 years 2 months 5 days | 2 years 9 months 22 days |
Exercisable, Intrinsic Value | $0.19 | |
Outstanding Options/Warrants, ending balance | 3,569,260 | 2,967,009 |
Outstanding Options/Warrants, Weighted Average Exercise Price, ending balance | $1.37 | $1.13 |
Outstanding Warrants, Estimated Life (Years), ending balance | 3 years 2 months 5 days | 2 years 9 months 22 days |
Outstanding Warrants, Intrinsic Value, ending balance | $0.19 |
Stock_Options_and_Warrants_Det5
Stock Options and Warrants (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2004 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock option and warrants (Textual) | |||
Maximum number of shares acquired under voting stock option plan | 5,000,000 | ||
Expiration period of option, Maximum | 10 years | ||
Expiration period of option, Minimum | 5 years | ||
Termination period of option for ineligible individual | 90 days | ||
Stock compensation expense recognition requisite service period | 5 years | ||
Unrecognized compensation costs related to non-vested stock option | $105,154 | ||
Unrecognized compensation costs will be recognized over the weighted average remaining vesting period | 1 year 2 months 5 days | ||
Stock based compensation expense | $136,944 | $61,480 | |
Employee Stock Option [Member] | |||
Stock option and warrants (Textual) | |||
Stock option/warrant exercised |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of components of net deferred tax assets including valuation allowance | ||
Net operating loss carry-forwards | $5,150,797 | $4,129,735 |
Net deferred tax assets before valuation allowance | 5,588,365 | 4,733,483 |
Less: Valuation Allowance | -5,588,365 | -4,733,483 |
Net deferred tax assets |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of reconciliation of income tax rate to pre-tax loss | ||
Statutory federal income tax | 34.00% | 34.00% |
Statutory state income tax | -0.22% | -0.92% |
Change in valuation allowance on deferred tax assets | -33.51% | -33.69% |
Net effective tax rate | -0.27% | -0.61% |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes (Textual) | ||
Cumulative net operating loss carry-forwards | $15,150,126 | $12,146,279 |
Cumulative net operating loss carry-forwards expiration date | Between 2024 and 2034. | |
Deferred income tax | $5,588,365 | $4,733,483 |
Commitments_and_Contingency_De
Commitments and Contingency (Details) (USD $) | Dec. 31, 2014 |
Summary of future minimum lease payments under non-cancelable operating lease | |
2015 | $194,400 |
2016 | 210,600 |
2017 | 210,600 |
Thereafter | |
Operating leases, Future minimum payments, Total | $615,600 |
Commitments_and_Contingency_De1
Commitments and Contingency (Details 1) (USD $) | Dec. 31, 2014 |
Summary of minimum non-cancellable lease payments required under capital leases | |
2014 | $149 |
Thereafter | |
Capital leases, future minimum payments, Total | $149 |
Commitments_and_Contingency_De2
Commitments and Contingency (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2007 | |
Commitments and Contingency (Textual) | |||
Lease Expiration Date | 31-Dec-17 | 31-Oct-12 | |
Rent expense | $194,400 | $194,400 | |
Balance outstanding as debt obligation to VenCore Solutions, LLC | 307,662 | ||
Settlement of debt through common stock | 75,000 | ||
Balance on Vencore lease | $0 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | |||
Summary of related party financings and notes | ||||
Stated interest rate | 12.34% | |||
Julian Ross [Member] | ||||
Summary of related party financings and notes | ||||
Amount | $154,850 | [1] | $118,627 | [1] |
Stated interest rate | 0.00% | [1] | 0.00% | [1] |
Maturity | n/a | [1] | n/a | [1] |
Other [Member] | ||||
Summary of related party financings and notes | ||||
Amount | ||||
Stated interest rate | 0.00% | 0.00% | ||
Maturity | n/a | n/a | ||
[1] | Our CEO, Mr. Ross provided us cash and other consideration from time to time to fund to fund working capital. The net amounts outstanding to Mr. Ross were $154,850 and $118,627 as at December 31, 2014 and December 31, 2013, respectively. |
Related_Party_Transactions_Det1
Related Party Transactions (Details Textual) (Julian Ross [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
Julian Ross [Member] | ||||
Related Party Transactions (Textual) | ||||
Amount outstanding | $154,850 | [1] | $118,627 | [1] |
[1] | Our CEO, Mr. Ross provided us cash and other consideration from time to time to fund to fund working capital. The net amounts outstanding to Mr. Ross were $154,850 and $118,627 as at December 31, 2014 and December 31, 2013, respectively. |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of changes related to derivatives | ||
Beginning Balance | ||
Additions related to embedded derivative of convertible notes issued | 28,009 | |
Gain on decrease in value of derivative liabilities | 3,001 | |
Ending Balance | $31,010 |
Segment_Information_Details
Segment Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Components of revenue by geographic region | ||
Total revenues | $2,437,402 | $1,800,327 |
United States revenues [Member] | ||
Components of revenue by geographic region | ||
Total revenues | 2,380,000 | 1,302,042 |
ROW revenues [Member] | ||
Components of revenue by geographic region | ||
Total revenues | $57,402 | $498,286 |
Segment_Information_Details_Te
Segment Information (Details Textual) | 12 Months Ended |
Dec. 31, 2013 | |
Segments | |
Segment Information (Textual) | |
Number of reportable segments | 1 |
Going_Concern_Details
Going Concern (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Going Concern (Textual) | ||
Notes Payable | $723,323 | $349,975 |
Increase in notes payable, current | 678,839 | 273,903 |
Notes payable, noncurrent | 44,484 | 76,072 |
Accumulated deficit | -18,041,208 | -15,287,647 |
Working capital | 418,734 | 747,473 |
NET CASH USED IN OPERATING ACTIVITIES | ($1,099,349) | ($860,791) |
Concentration_of_Risk_in_Custo2
Concentration of Risk in Customer and Supplier Relationships (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Knight Aerospace, Inc. [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 58.00% | 35.00% |
PP Aviation Corporation [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 19.00% | 28.00% |
Concentration_of_Risk_in_Custo3
Concentration of Risk in Customer and Supplier Relationships (Details Textual) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Customers | Customers | |
Concentration of Risk in Customer and Supplier Relationships (Textual) | ||
Number of customers accounted for significant revenues | 2 | 2 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 0 Months Ended |
Jan. 12, 2015 | |
Subsequent Events (Textual) | |
Common stock issued for conversion of Series B preferred | 318,349 |
Series B Preferred stock converted into common stock | 170 |
Common stock issued for conversions of convertible notes | 602,426 |
Stock issued for connection in licensing and marketing agreement | 30,000 |
Stock issued for connection in investment banking agreement | 58,000 |
Julian T.Ross [Member] | |
Subsequent Events (Textual) | |
Term of agreement | 3 years |
Basic salary | 275,000 |
Annual Bonus description | 40% of Base Salary, provided that: (i) 30% of the Annual Bonus is subject to achievement of MBOs (Management by Objectives) determined by the Board; (ii) 70% of the Annual Bonus is subject to achievement of financial performance metrics set by the Board (for example, Revenue or Revenue Growth, Stock Price, and so forth). |
Stock options value | 200,000 |
Restricted stock units description | (i) Base Restricted Stock Units ("RSUs"): $100,000 per year; Up to an additional $200,000 per year at the Board's sole and absolute discretion. (ii) Performance Restricted Stock Units: 150,000 units subject to achieving both positive net earnings and positive EBITDA for a 6 month period (one time issuance). |