Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 07, 2013 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Mojo Organics, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 12,148,589 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1414953 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | 30-Sep-13 | |
Document Fiscal Year Focus | 2013 | |
Document Fiscal Period Focus | Q3 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $46,256 | $1,379 |
Accounts Receivable | 30,332 | 0 |
Inventory | 247,163 | 22,820 |
Supplier deposits | 99,992 | 0 |
Prepaid expenses | 26,835 | 5,807 |
Total Current Assets | 450,578 | 30,006 |
PROPERTY AND EQUIPMENT, net of accumulated depreciation | 4,882 | 2,243 |
OTHER ASSETS | ||
Security deposit | 5,798 | 5,798 |
TOTAL ASSETS | 461,258 | 38,047 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 105,363 | 349,729 |
Notes payable to related parties | 0 | 187,500 |
Total Current Liabilities | 105,363 | 537,229 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, 10,000,000 shares authorized at $0.001 par value | 0 | 0 |
Common stock, 190,000,000 shares authorized at $0.001 par value, 11,731,385 and 8,551,265 shares issued and outstanding, respectively | 11,731 | 8,551 |
Additional paid in capital | 12,487,029 | 9,838,024 |
Accumulated deficit | -12,142,865 | -10,345,757 |
Total Stockholders' equity (deficit) | 355,895 | -499,182 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $461,258 | $38,047 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in Shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in Shares) | 190,000,000 | 190,000,000 |
Common stock, shares issued (in Shares) | 11,731,385 | 8,551,265 |
Common stock, shares outstanding (in Shares) | 11,731,385 | 8,551,265 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Revenues | $186,391 | $0 | $186,391 | $0 |
Cost of Revenues | 166,664 | 0 | 166,664 | 0 |
Gross Profit | 19,727 | 0 | 19,727 | 0 |
Operating Expenses | ||||
General and administrative | 731,675 | 417,707 | 1,813,228 | 818,082 |
Total Operating Expenses | 731,675 | 417,707 | 1,813,228 | 818,082 |
Loss from Operations | -711,948 | -417,707 | -1,793,501 | -818,082 |
Other Expenses | ||||
Interest expense | 0 | 0 | 1,658 | 0 |
Loss on change in fair value of derivative liabilities | 0 | 0 | 1,949 | 0 |
Total Other Expenses | 0 | 0 | 3,607 | 0 |
Loss Before Provision for Income Taxes | -711,948 | -417,707 | -1,797,108 | -818,082 |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net Loss | -711,948 | -417,707 | -1,797,108 | -818,082 |
Preferred stock dividend | 0 | 0 | 158,463 | 0 |
Net Loss available to common stockholders | ($711,948) | ($417,707) | ($1,955,571) | ($818,082) |
Net loss available to common stockholders, basic and fully diluted (in Dollars per share) | ($0.06) | ($0.05) | ($0.19) | ($0.14) |
Basic and diluted weighted average number of common shares outstanding (in Shares) | 11,654,360 | 8,242,965 | 10,141,011 | 5,923,281 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows from operating activities: | ||
Net loss | ($1,797,108) | ($818,082) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,029 | 224 |
Share-based compensation | 1,306,820 | 685,827 |
Stock issued for compensation and consulting services | 59,900 | 0 |
Loss on change in fair value of derivative liabilities | 1,949 | 0 |
Changes in assets and liabilities: | ||
Increase in accounts receivable | -30,332 | 0 |
Increase in inventory | -224,343 | 0 |
Increase in supplier deposits | -99,992 | 0 |
Increase in prepaid expenses | -21,028 | 0 |
Increase in security deposits | 0 | -5,798 |
Increase (decrease) in accounts payable and accrued expenses | -59,597 | 73,718 |
Net cash used in operating activities | -862,702 | -64,111 |
Net cash from investing activities: | ||
Purchases of property and equipment | -3,236 | -2,854 |
Net cash used in investing activities | -3,236 | -2,854 |
Net cash from financing activities: | ||
Notes payable to related parties | 50,000 | 67,500 |
Issuance of preferred stock | 412,134 | 0 |
Issuance of common stock | 448,681 | 0 |
Net cash provided by financing activities | 910,815 | 67,500 |
Net increase in cash and cash equivalents | 44,877 | 535 |
Cash and cash equivalents at beginning of period | 1,379 | 0 |
Cash and cash equivalents at end of period | 46,256 | 535 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 7,262 | 0 |
Taxes paid | 0 | 0 |
NON CASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrued compensation converted to notes payable to related parties | 196,200 | 0 |
Various Related Parties [Member] | Series A Preferred Stock [Member] | ||
NON CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock issued for the conversion of notes payable to related parties | 378,700 | 0 |
Officer [Member] | ||
NON CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock issued for the conversion of notes payable to related parties | $55,000 | $0 |
NOTE_1_ORGANIZATION_AND_BASIS_
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION |
Overview | |
Headquartered in Jersey City, New Jersey, MOJO Organics, Inc. (the “Company” or “MOJO”) is incorporated in Delaware. The Company engages in product development, production, marketing and distribution of CHIQUITA TROPICALS™. CHIQUITA TROPICALS™ are a 100% fruit juice, produced under license agreement from Chiquita Brands L.L.C. (“Chiquita”). The mission of MOJO is to promote a better-for-you lifestyle for everyone through affordable natural ingredient beverages and organic ingredient beverages. | |
Basis of Presentation | |
In 2012, the accompanying condensed consolidated financial statements include the accounts of the Company and MOJO Organics Operating Company, Inc., its wholly owned subsidiary ("MOJO Operating"). All significant inter-company accounts and transactions were eliminated in consolidation. | |
In 2013, the Company determined that the assets assigned to MOJO Operating, including the Dispensing Cap technology and Pinch sweetener, had no economic value. Further, MOJO Operating has been dormant subsequent to the 2011 split off transaction, through which MOJO sold a portion of its business to certain of its shareholders and was deemed to be a voided entity for regulatory purposes. MOJO Operating will no longer be considered an entity under the Company's control for consolidation purposes. | |
Interim Consolidated Financial Statements | |
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q and article 10 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited interim condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in the Company’s opinion, reflect all adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the nine months ended September 30, 2013 are not necessarily indicative of the results that the Company will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K. | |
NOTE_2_SUMMARY_OF_SIGNIFICANT_
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Accounting Policies [Abstract] | |||||
Significant Accounting Policies [Text Block] | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Use of Estimates | |||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||
Cash and Cash Equivalents | |||||
Cash equivalents include investment instruments, certificate of deposits and time deposits purchased with a maturity of three months or less. | |||||
Inventories | |||||
Inventories are stated at the lower of cost (first-in, first-out method) or market. | |||||
Supplier Deposits | |||||
Supplier Deposits consist of prepaid inventory for which the Company has not yet taken delivery. | |||||
Property and Equipment and Depreciation | |||||
Property and equipment are stated at cost. Depreciation is computed using the straight line method over the estimated lives of the respective assets. Computer equipment is depreciated over a period of 3 to 5 years. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income. | |||||
Preferred Stock Classification | |||||
Preferred Stock issued by the Company which meets certain redemption or conversion features is classified as temporary or mezzanine capital in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) topic 480, “Distinguishing Liabilities from Equity.” | |||||
Revenue Recognition | |||||
Revenues from sales of products are recognized at the time of delivery when title and risk of loss passes to the customer. Recognition of revenue also requires reasonable assurance of collection of sales proceeds. | |||||
Net Loss Per Common Share | |||||
The Company computes per share amounts in accordance with ASC Topic 260, “Earnings per Share.” ASC Topic 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is based on the weighted average number of shares of Common Stock and common stock equivalents outstanding during the periods. The conversion of Series A Preferred Stock was excluded from the computation of diluted shares outstanding for the nine months ended September 30, 2013. The loss for the period would have had an anti-dilutive impact on the Company’s net loss per common share. | |||||
Start-Up Costs | |||||
In accordance with ASC topic 720-15, “Start-Up Costs,” the Company charges all costs associated with its start-up operations to income as incurred. | |||||
Income Taxes | |||||
The Company provides for income taxes under ASC topic 740, “Income Taxes,” which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. | |||||
ASC 740 also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |||||
Tax returns for the years from 2009 to 2012 are subject to examination by tax authorities. | |||||
Stock-Based Compensation | |||||
ASC Topic 718, “Accounting for Stock-Based Compensation,” prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. | |||||
ASC Topic 718 requires employee compensation expense to be recorded using the fair value method. The Company accounts for employee stock based compensation in accordance with the provisions of ASC Topic 718. For non-employee options and warrants, the company uses the fair value method as prescribed in ASC Topic 718. | |||||
Derivative Instruments | |||||
The Company’s derivative liabilities are related to embedded conversion features issued in connection with the Series A Preferred Stock. For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in fair value recognized in earnings each reporting period. The Company uses the Black-Scholes model to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period, in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instrument liabilities are classified in the consolidated balance sheets as current or non-current based upon whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. | |||||
Fair value of financial instruments | |||||
The carrying amounts of financial instruments, which include accounts payable, accrued expenses and debt obligations approximate their fair values due to their short-term nature and/or variable interest rates. The Company’s debt obligations bear interest at rates which approximate prevailing market rates for instruments with similar characteristics and, accordingly, the carrying values for these instruments approximate fair value. | |||||
The Company adopted ASC Topic 820, "Fair Value Measurement," which established a framework for measuring fair value and expands disclosure about fair value measurements. ASC 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used: | |||||
· | Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||||
· | Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | ||||
· | Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | ||||
The Company did not have any assets or liabilities measured at fair value on a recurring basis at September 30, 2013 and December 31, 2012. | |||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 derivative liabilities related to the Series A Preferred Stock for the nine months ended September 30, 2013: | |||||
Balance, January 1, 2013 | $ | - | |||
Recognition of embedded derivative liabilities | 158,463 | ||||
Reclassification of liability upon conversion of notes | (160,412 | ) | |||
Change in fair value of derivative liabilities | 1,949 | ||||
Balance, September 30, 2013 | $ | - | |||
New Accounting Pronouncements | |||||
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. | |||||
NOTE_3_GOING_CONCERN
NOTE 3 - GOING CONCERN | 9 Months Ended |
Sep. 30, 2013 | |
Going Concern [Abstract] | |
Going Concern [Text Block] | NOTE 3 – GOING CONCERN |
The Company's financial statements are prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. For the nine months ended September 30, 2013, the Company incurred a net loss $1,797,108. At September 30, 2013, the Company had working capital $345,215 and accumulated losses of $12,142,865, which includes accumulated losses from discontinued operations of $8,576,094. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. | |
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company from third parties through the sale of equity and/or debt financing sufficient to meet its minimal operating expenses. Management cannot, however, provide any assurances that the Company will be successful in accomplishing any of its plans. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
NOTE_4_INVENTORY
NOTE 4 - INVENTORY | 9 Months Ended |
Sep. 30, 2013 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 4 – INVENTORY |
As of September 30, 2013, inventory consisted of finished goods of $117,194 and raw materials of $129,969. At December 31, 2012, the inventory balance of $22,820 consisted of raw materials. | |
NOTE_5_SERIES_A_CONVERTIBLE_PR
NOTE 5 - SERIES A CONVERTIBLE PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure Text Block Supplement [Abstract] | |
Preferred Stock [Text Block] | NOTE 5 – SERIES A CONVERTIBLE PREFERRED STOCK |
On January 12, 2013, the Company entered into an amended and restated securities purchase agreement for the offer and sale of its Series A Convertible Preferred Stock, par value $0.001 (“Series A Preferred Stock”) at a price of $4.00 per share. In connection with the private sale of its Series A Preferred Stock, the Company raised gross proceeds of $790,834, including $378,700 from the conversion of promissory notes. Each share of Series A Preferred Stock was convertible into 10 shares of the Company’s Common Stock determined by dividing $4.00 by the conversion price of $0.40. | |
The Series A Preferred Stock includes embedded anti-dilutive provisions that meet the defined criteria of a derivative liability as described in ASC 815 and therefore require bifurcation. These embedded derivatives include certain conversion features indexed to the Company's Common Stock. The accounting treatment of derivative financial instruments requires that the Company record the derivatives and related items at their fair values as of the date of issue and at fair value as of each subsequent balance sheet date. Changes in the fair value are charged to income at the end of each reporting period. | |
During the nine months ended September 30, 2013, a total of 197,708.5 shares of the Series A Preferred Stock had been converted into 1,977,085 shares of Common Stock. As of September 30, 2013 and December 31, 2012, there were zero shares of Series A Preferred Stock issued and outstanding | |
NOTE_6_STOCKHOLDERS_EQUITY
NOTE 6 - STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 6 – STOCKHOLDERS’ EQUITY |
The Company has authorized 190,000,000 shares of common stock with a par value of $0.001 (“Common Stock”) and 10,000,000 shares of preferred stock with a par value of $0.001 (“Preferred Stock”). | |
Common stock | |
On April 1, 2013, the Company effected a one-for-ten reverse stock split (“Reverse Split”) of the issued and outstanding shares of Common Stock. The number of authorized shares and the par value of the Common Stock were not changed. The accompanying financial statements have been restated to reflect the Reverse Split. | |
On May 1, 2013, the Company commenced a private placement offering of up to 1,250,000 shares of its Common Stock (“Private Placement”), at a price of $0.40 per share pursuant to subscription agreements entered into with each investor. As of June 18, 2013, the last date of the offering, 1,171,705 shares of Common Stock were sold, raising an aggregate of $468,574, which amount includes $20,000 of notes outstanding. | |
As discussed in Note 5, the Company issued 1,977,085 shares of Common Stock during the nine months ended September 30, 2013 in connection with the conversion of 197,708.5 shares of Series A Preferred Stock. | |
Restricted Stock Compensation | |
On February 17, 2012, the Company issued 100,000 shares of restricted Common Stock to a director. These shares are fully vested. On May 21, 2012, the Company issued an aggregate of 4,232,462 shares of restricted Common Stock to certain of its directors, executive officers and employees. Of such shares, 6,624 shares were forfeited upon termination of services prior to meeting vesting conditions set forth in the relevant restricted stock agreement, 88,309 shares have vested and the remaining shares remain subject to forfeiture in accordance with the terms of a restricted stock agreement or amended and restated restricted stock agreement, as the case may be. On July 25, 2012, an additional 221,053 shares were issued. These shares are subject to forfeiture in accordance with the terms of the advisor’s amended and restated restricted stock agreement covering such shares, none of which have vested. The Company records compensation expense over the vesting period based upon the fair market value on the date of grant for each share, adjusted for forfeitures. In connection with the restricted stock issuances, compensation expense of $1,281,462 and $685,827 was recorded during the nine months ended September 30, 2013 and 2012, respectively. | |
Stock Incentive Plans | |
In March 2013, the Company approved the 2012 Long-Term Incentive Equity Plan (the”2012 Plan”), which provides the Company with the ability to issue stock options, stock appreciation rights, restricted stock and/or other stock-based awards for up to an aggregate of 2,050,000 shares of Common Stock. | |
Advisory Services | |
On November 28, 2012, the Company entered into an Advisor Agreement to provide strategic business advisory services and assist the Company in networking and capital formation. As compensation for these services, the Company agreed to the issuance of 500,000 shares of Common Stock of the Company, 50% of which was issuable upon execution of the agreement and 50% of which is issuable upon the six month anniversary of the execution of the Advisor Agreement. Accordingly, the Company issued 250,000 shares of Common Stock in 2012. The advisory services agreement has since been terminated and therefore the remaining 250,000 shares have not been, and will not be, issued. | |
In August and September 2013, the Company issued shares of Common Stock to two firms providing legal services to the Company in lieu of cash. The total number of shares issued was 20,000 shares. | |
Consultant Compensation | |
The Company entered into an agreement with a consultant whereby the Company would compensate the consultant for services rendered in Common Stock in lieu of cash. During August and September, 2013, the Company issued 3,331 shares of Common Stock in lieu of $8,400. The number of shares issued was based upon the last sale price of the Company’s Common Stock on the last day of the month. | |
Officer Compensation | |
During August and September, 2013, the Company converted salary owed to an officer of the Company into promissory notes equal to $18,500 and $16,500, respectively. The notes were subsequently converted into 14,573 shares of Common Stock. | |
NOTE_7_STOCK_OPTIONS
NOTE 7 - STOCK OPTIONS | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 7 – STOCK OPTIONS | ||||||||||||
Stock Incentive Plans | |||||||||||||
In July 2013, the Company granted certain directors and employees of the Company stock options pursuant to the 2012 Plan to purchase 210,000 shares of Common Stock at an exercise price of 115% of the last sale price of the Common Stock on the date of grant. The options vest in July 2014 and expire in July 2015. In connection with the stock option issuances, compensation expense of $25,358 was recorded during the nine months ended September 30, 2013. | |||||||||||||
The following table summarizes stock option activity under the Plans: | |||||||||||||
Number of | Weighted- | Weighted-average | |||||||||||
shares | average | remaining | |||||||||||
exercise | contractual term | ||||||||||||
price | (in years) | ||||||||||||
Outstanding at December 31, 2012 | - | $ | - | ||||||||||
Granted | 210,000 | $ | 2.07 | ||||||||||
Forfeited | |||||||||||||
Outstanding at September 30, 2013 | 210,000 | $ | 2.07 | 0.75 | |||||||||
Exercisable at September 30, 2013 | - | $ | - | - | |||||||||
As of September 30, 2013, there was $76,075 of total unrecognized compensation cost related to non-vested stock options. That cost will be recognized ratably over the next 3 quarters. | |||||||||||||
The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued for the nine months ended September 30, 2013 and 2012: | |||||||||||||
September 30, | |||||||||||||
2013 | 2012 | ||||||||||||
Volatility | 81 | % | - | ||||||||||
Expected term (years) | 1 | - | |||||||||||
Risk-free interest rate | 0.15 | % | - | ||||||||||
Dividend yield | 0 | % | - | ||||||||||
NOTE_8_RELATED_PARTY_TRANSACTI
NOTE 8 -RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 8 – RELATED PARTY TRANSACTIONS |
During 2012, various expenses of the Company, including advances for operating purposes, had been paid for or made by officers and shareholders of the Company. At December 31, 2012, amounts due to related parties totaled $187,500 in notes payable. The notes bore interest at rates varying between 8% and 10% and were due on September 15, 2013. The notes contain a conversion feature which allows the holders, at their sole discretion, to convert some or all of the principal amount of their note outstanding into equity or debt securities issued by the Company in connection with any offering made by the Company during the period that the principal amount of the note is outstanding. The conversion terms would be identical to the offering terms. | |
In January 2013, the Company received an additional advance of $50,000. On January 31, 2013, the balance of notes outstanding of $237,500 was converted into 59,375 shares of Series A Preferred Stock. Accrued interest of $7,262 was paid to the holders of the notes. | |
In March 2013, the officers of the Company converted salary amounts due to them of $141,200 into notes. The notes were then converted into 35,300 shares of Series A Preferred Stock. As a result of the conversions, there were no amounts due to related parties at June 30, 2013. | |
During May 2013, salary owed to an officer of the Company was converted into a $20,000 promissory note. The note was subsequently converted into 50,000 shares of Common Stock as part of the Private Placement. | |
During August and September 2013, the Company converted salary owed to an officer into promissory notes equal to $18,500 and $16,500, respectively. The notes were converted into 14,573 shares of Common Stock. | |
NOTE_9_COMMITMENTS_AND_CONTING
NOTE 9 - COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 9 – COMMITMENTS AND CONTINGENCIES |
Lease Commitment | |
The Company entered into an office service agreement for office space for a term of 12 months expiring April 16, 2013. The base monthly office fee under the agreement was $2,899. The Company currently rents its office space for $3,019 per month on a month-to-month basis. | |
License Agreement | |
On August 15, 2012, the Company entered into a license agreement (“License Agreement”) with Chiquita for the use of Chiquita’s marks in the manufacture, sale, promotion, marketing, advertising and distribution of certain fruit juice products in select containers. The License Agreement grants the Company an exclusive license in New York, New Jersey and Connecticut and a non-exclusive license for the other states in the United States. The Company will pay Chiquita royalties for products sold under the License Agreement. | |
The term of the License Agreement is for seven years from July 2013, (the date that the Company first invoiced customers for products sold under the License Agreement), subject to the Company meeting certain minimum sales volume and/or minimum royalty payments. Termination of the License Agreement would have a material and adverse impact on MOJO’s business. | |
NOTE_10_SUBSEQUENT_EVENTS
NOTE 10 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 10 – SUBSEQUENT EVENTS |
In accordance with ASC Topic 855, "Subsequent Events," the Company evaluates events and transactions that occur after the balance sheet date for potential recognition in the consolidated financial statements. The effects of all subsequent events that provide additional evidence of conditions that existed at the balance sheet date are recognized in the consolidated financial statements as of September 30, 2013. In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred through the date these consolidated financial statements were issued. | |
On October 3, 2013, the Company entered into an advisor agreement whereby the Company would receive strategic business advisory services, distributorship advisory services, sales and sales channel advisory services and investor relation advisory services in exchange for the issuance of 50,000 shares of restricted Common Stock. The Common Stock vests six months from the date of the agreement. In connection with this issuance, the Company will record $150,000 in consulting fees, which is based upon the last sales price of the Common Stock on October 3, 2013 of $3 per share. The consulting fees will be recorded as follows: $75,000 in the last quarter of 2013, and $75,000 in the first quarter of 2014. | |
Also on October 3, 2013, the Company entered into an agreement for strategic business advisory services, public relations services and investor relations services. In connection with this agreement, the Company issued 167,204 shares of restricted Common Stock. The stock is fully vested and will result in a consulting charge of $501,612 in the last quarter of 2013. The advisor was also issued an additional 200,000 shares of restricted Common Stock, which will vest quarterly based upon the Company reaching certain market capitalization and revenue goals. Should the Company not reach these goals, the additional shares will be forfeited. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Accounting Policies [Abstract] | |||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | ||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | ||||
Cash equivalents include investment instruments, certificate of deposits and time deposits purchased with a maturity of three months or less. | |||||
Inventory, Policy [Policy Text Block] | Inventories | ||||
Inventories are stated at the lower of cost (first-in, first-out method) or market. | |||||
Supplier Deposits [Policy Text Block] | Supplier Deposits | ||||
Supplier Deposits consist of prepaid inventory for which the Company has not yet taken delivery. | |||||
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment and Depreciation | ||||
Property and equipment are stated at cost. Depreciation is computed using the straight line method over the estimated lives of the respective assets. Computer equipment is depreciated over a period of 3 to 5 years. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income. | |||||
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block] | Preferred Stock Classification | ||||
Preferred Stock issued by the Company which meets certain redemption or conversion features is classified as temporary or mezzanine capital in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) topic 480, “Distinguishing Liabilities from Equity.” | |||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | ||||
Revenues from sales of products are recognized at the time of delivery when title and risk of loss passes to the customer. Recognition of revenue also requires reasonable assurance of collection of sales proceeds. | |||||
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Common Share | ||||
The Company computes per share amounts in accordance with ASC Topic 260, “Earnings per Share.” ASC Topic 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is based on the weighted average number of shares of Common Stock and common stock equivalents outstanding during the periods. The conversion of Series A Preferred Stock was excluded from the computation of diluted shares outstanding for the nine months ended September 30, 2013. The loss for the period would have had an anti-dilutive impact on the Company’s net loss per common share. | |||||
Start-Up Costs, Policy [Policy Text Block] | Start-Up Costs | ||||
In accordance with ASC topic 720-15, “Start-Up Costs,” the Company charges all costs associated with its start-up operations to income as incurred. | |||||
Income Tax, Policy [Policy Text Block] | Income Taxes | ||||
The Company provides for income taxes under ASC topic 740, “Income Taxes,” which requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. | |||||
ASC 740 also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |||||
Tax returns for the years from 2009 to 2012 are subject to examination by tax authorities. | |||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation | ||||
ASC Topic 718, “Accounting for Stock-Based Compensation,” prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. | |||||
ASC Topic 718 requires employee compensation expense to be recorded using the fair value method. The Company accounts for employee stock based compensation in accordance with the provisions of ASC Topic 718. For non-employee options and warrants, the company uses the fair value method as prescribed in ASC Topic 718. | |||||
Derivatives, Policy [Policy Text Block] | Derivative Instruments | ||||
The Company’s derivative liabilities are related to embedded conversion features issued in connection with the Series A Preferred Stock. For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in fair value recognized in earnings each reporting period. The Company uses the Black-Scholes model to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period, in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instrument liabilities are classified in the consolidated balance sheets as current or non-current based upon whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. | |||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair value of financial instruments | ||||
The carrying amounts of financial instruments, which include accounts payable, accrued expenses and debt obligations approximate their fair values due to their short-term nature and/or variable interest rates. The Company’s debt obligations bear interest at rates which approximate prevailing market rates for instruments with similar characteristics and, accordingly, the carrying values for these instruments approximate fair value. | |||||
The Company adopted ASC Topic 820, "Fair Value Measurement," which established a framework for measuring fair value and expands disclosure about fair value measurements. ASC 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used: | |||||
· | Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||||
· | Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | ||||
· | Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | ||||
The Company did not have any assets or liabilities measured at fair value on a recurring basis at September 30, 2013 and December 31, 2012. | |||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 derivative liabilities related to the Series A Preferred Stock for the nine months ended September 30, 2013: | |||||
Balance, January 1, 2013 | $ | - | |||
Recognition of embedded derivative liabilities | 158,463 | ||||
Reclassification of liability upon conversion of notes | (160,412 | ) | |||
Change in fair value of derivative liabilities | 1,949 | ||||
Balance, September 30, 2013 | $ | - | |||
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements | ||||
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
NOTE_2_SUMMARY_OF_SIGNIFICANT_1
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Accounting Policies [Abstract] | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The table below sets forth a summary of changes in the fair value of the Company’s Level 3 derivative liabilities related to the Series A Preferred Stock for the nine months ended September 30, 2013: | ||||
Balance, January 1, 2013 | $ | - | |||
Recognition of embedded derivative liabilities | 158,463 | ||||
Reclassification of liability upon conversion of notes | (160,412 | ) | |||
Change in fair value of derivative liabilities | 1,949 | ||||
Balance, September 30, 2013 | $ | - |
NOTE_7_STOCK_OPTIONS_Tables
NOTE 7 - STOCK OPTIONS (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option activity under the Plans: | ||||||||||||
Number of | Weighted- | Weighted-average | |||||||||||
shares | average | remaining | |||||||||||
exercise | contractual term | ||||||||||||
price | (in years) | ||||||||||||
Outstanding at December 31, 2012 | - | $ | - | ||||||||||
Granted | 210,000 | $ | 2.07 | ||||||||||
Forfeited | |||||||||||||
Outstanding at September 30, 2013 | 210,000 | $ | 2.07 | 0.75 | |||||||||
Exercisable at September 30, 2013 | - | $ | - | - | |||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued for the nine months ended September 30, 2013 and 2012: | ||||||||||||
September 30, | |||||||||||||
2013 | 2012 | ||||||||||||
Volatility | 81 | % | - | ||||||||||
Expected term (years) | 1 | - | |||||||||||
Risk-free interest rate | 0.15 | % | - | ||||||||||
Dividend yield | 0 | % | - |
NOTE_2_SUMMARY_OF_SIGNIFICANT_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Minimum [Member] | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
NOTE_2_SUMMARY_OF_SIGNIFICANT_3
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||
Balance, January 1, 2013 | $0 | |||
Recognition of embedded derivative liabilities | 158,463 | |||
Reclassification of liability upon conversion of notes | -160,412 | |||
Change in fair value of derivative liabilities | 0 | 0 | 1,949 | 0 |
Balance, September 30, 2013 | $0 | $0 |
NOTE_3_GOING_CONCERN_Details
NOTE 3 - GOING CONCERN (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Going Concern [Abstract] | |||||
Net Income (Loss) Attributable to Parent | ($711,948) | ($417,707) | ($1,797,108) | ($818,082) | |
Working Capital | 345,215 | ||||
Retained Earnings (Accumulated Deficit) | -12,142,865 | -12,142,865 | -10,345,757 | ||
Accumulated losses from discontinued operations | $8,576,094 | $8,576,094 |
NOTE_4_INVENTORY_Details
NOTE 4 - INVENTORY (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Inventory Disclosure [Abstract] | ||
Inventory, Finished Goods, Net of Reserves | $117,194 | |
Inventory, Raw Materials, Net of Reserves | $129,969 | $22,820 |
NOTE_5_SERIES_A_CONVERTIBLE_PR1
NOTE 5 - SERIES A CONVERTIBLE PREFERRED STOCK (Details) (USD $) | 9 Months Ended | 9 Months Ended | ||||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Various Related Parties [Member] | Various Related Parties [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | |||
Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||
NOTE 5 - SERIES A CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 | $0.00 | |||
Sale of Stock, Price Per Share (in Dollars per share) | $4 | |||||
Proceeds from Issuance of Private Placement, Gross (in Dollars) | $790,834 | |||||
Debt Conversion, Converted Instrument, Amount (in Dollars) | $378,700 | $0 | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 10 | |||||
Convertible Preferred Stock, Terms of Conversion | determined by dividing $4.00 by the conversion price of $0.40 | |||||
Conversion of Stock, Shares Converted | 197,708.50 | |||||
Conversion of Stock, Shares Issued | 1,977,085 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||
Preferred Stock, Shares Issued | 0 | 0 |
NOTE_6_STOCKHOLDERS_EQUITY_Det
NOTE 6 - STOCKHOLDERS' EQUITY (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||
Common Stock, Shares Authorized | 190,000,000 | 190,000,000 | |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | 0.001 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | 0.001 | |
Stockholders' Equity, Reverse Stock Split | one-for-ten | ||
Proceeds from Issuance of Common Stock (in Dollars) | $448,681 | $0 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,977,085 | ||
Allocated Share-based Compensation Expense (in Dollars) | 59,900 | 0 | |
Debt Conversion, Original Debt, Amount (in Dollars) | 196,200 | 0 | |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 14,573 | ||
Restricted Stock [Member] | Shares issued July 25, 2012 [Member] | |||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 221,053 | ||
Restricted Stock [Member] | Director [Member] | |||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 100,000 | ||
Restricted Stock [Member] | |||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 4,232,462 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | 6,624 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 88,309 | ||
Allocated Share-based Compensation Expense (in Dollars) | 1,281,462 | 685,827 | |
Private Placement [Member] | |||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||
Common stock authorized to be issued in a private placement offering | 1,250,000 | ||
Sale of Stock, Price Per Share (in Dollars per share) | $0.40 | ||
Stock Issued During Period, Shares, New Issues | 1,171,705 | ||
Proceeds from Issuance of Common Stock (in Dollars) | 468,574 | ||
Debt Conversion, Converted Instrument, Amount (in Dollars) | 20,000 | ||
Advisory Services [Member] | |||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||
Advisor Agreement, Terms | the Company agreed to the issuance of 500,000 shares of Common Stock of the Company, 50% of which was issuable upon execution of the agreement and 50% of which is issuable upon the six month anniversary of the execution of the Advisor Agreement | ||
Stock Issued During Period, Shares, Issued for Services | 250,000 | ||
Advisor Agreement, Termination Description | The advisory services agreement has since been terminated and therefore the remaining 250,000 shares have not been, and will not be, issued | ||
Legal Services [Member] | |||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 20,000 | ||
Number of Legal Firms Providing Services | 2 | ||
Consultant Compensation [Member] | |||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services | 3,331 | ||
Stock Issued During Period, Value, Issued for Services (in Dollars) | 8,400 | ||
Officer [Member] | Promissory Note 1 [Member] | |||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount (in Dollars) | 18,500 | ||
Officer [Member] | Promissory Note 2 [Member] | |||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount (in Dollars) | 16,500 | ||
Officer [Member] | |||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount (in Dollars) | $20,000 | ||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 50,000 | ||
Series A Preferred Stock [Member] | |||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||
Preferred Stock, Shares Authorized | 10,000,000 | ||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | ||
Sale of Stock, Price Per Share (in Dollars per share) | $4 | ||
Conversion of Stock, Shares Converted | 197,708.50 | ||
2012 Long-Term Incentive Equity Plan [Member] | |||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,050,000 |
NOTE_7_STOCK_OPTIONS_Details
NOTE 7 - STOCK OPTIONS (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
NOTE 7 - STOCK OPTIONS (Details) [Line Items] | ||
Allocated Share-based Compensation Expense (in Dollars) | $59,900 | $0 |
Employee Stock Option [Member] | ||
NOTE 7 - STOCK OPTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 210,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | 115% of the last sale price of the Common Stock on the date of grant | |
Share-based Compensation Arrangement by Share-based Payment Award, Vest Date | Jul-14 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | 31-Jul-15 | |
Allocated Share-based Compensation Expense (in Dollars) | 25,358 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $76,075 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 quarters |
NOTE_7_STOCK_OPTIONS_Details_S
NOTE 7 - STOCK OPTIONS (Details) - Schedule of Share-based Compensation, Stock Options, Activity (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Number of Shares [Member] | |
NOTE 7 - STOCK OPTIONS (Details) - Schedule of Share-based Compensation, Stock Options, Activity [Line Items] | |
Outstanding at December 31, 2012 | 0 |
Granted | 210,000 |
Forfeited | 0 |
Outstanding at September 30, 2013 | 210,000 |
Exercisable at September 30, 2013 | 0 |
Weighted-Average Exercise Price [Member] | |
NOTE 7 - STOCK OPTIONS (Details) - Schedule of Share-based Compensation, Stock Options, Activity [Line Items] | |
Outstanding at December 31, 2012 (in Dollars per share) | 0 |
Granted (in Dollars per share) | 2.07 |
Forfeited (in Dollars per share) | 0 |
Outstanding at September 30, 2013 (in Dollars per share) | 2.07 |
Exercisable at September 30, 2013 (in Dollars per share) | 0 |
Weighted-Average Remaining Contractual Term [Member] | |
NOTE 7 - STOCK OPTIONS (Details) - Schedule of Share-based Compensation, Stock Options, Activity [Line Items] | |
Outstanding at September 30, 2013 | 9 months |
NOTE_7_STOCK_OPTIONS_Details_S1
NOTE 7 - STOCK OPTIONS (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Abstract] | ||
Volatility | 81.00% | 0.00% |
Expected term (years) | 1 year | 0 years |
Risk-free interest rate | 0.15% | 0.00% |
Dividend yield | 0.00% | 0.00% |
NOTE_8_RELATED_PARTY_TRANSACTI1
NOTE 8 -RELATED PARTY TRANSACTIONS (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
NOTE 8 -RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||
Notes Payable, Related Parties, Current | $0 | $187,500 | |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 8.00% | ||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 10.00% | ||
Debt Instrument, Maturity Date | 15-Sep-13 | ||
Debt Instrument, Convertible, Terms of Conversion Feature | The notes contain a conversion feature which allows the holders, at their sole discretion, to convert some or all of the principal amount of their note outstanding into equity or debt securities issued by the Company in connection with any offering made by the Company during the period that the principal amount of the note is outstanding. The conversion terms would be identical to the offering terms | ||
Due to Related Parties, Current | 50,000 | ||
Debt Conversion, Original Debt, Amount | 196,200 | 0 | |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 14,573 | ||
Interest Paid | 7,262 | 0 | |
Series A Preferred Stock [Member] | Officers and Shareholders [Member] | |||
NOTE 8 -RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 59,375 | ||
Series A Preferred Stock [Member] | Officers [Member] | |||
NOTE 8 -RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 35,300 | ||
Officers and Shareholders [Member] | |||
NOTE 8 -RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | 237,500 | ||
Officers [Member] | |||
NOTE 8 -RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | 141,200 | ||
Officer [Member] | Promissory Note 1 [Member] | |||
NOTE 8 -RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | 18,500 | ||
Officer [Member] | Promissory Note 2 [Member] | |||
NOTE 8 -RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | 16,500 | ||
Officer [Member] | |||
NOTE 8 -RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | $20,000 | ||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 50,000 |
NOTE_9_COMMITMENTS_AND_CONTING1
NOTE 9 - COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Office Service Agreement [Member] | ||
NOTE 9 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Term of Lease | 12 months | |
Operating Leases, Rent Expense, Minimum Rentals | $3,019 | $2,899 |
License Agreement [Member] | ||
NOTE 9 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
License Agreement Terms | 7 years |
NOTE_10_SUBSEQUENT_EVENTS_Deta
NOTE 10 - SUBSEQUENT EVENTS (Details) (USD $) | 9 Months Ended | 0 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2012 | Oct. 03, 2013 | Oct. 03, 2013 | Oct. 03, 2013 | Oct. 03, 2013 | Oct. 03, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Advisor Agreement [Member] | Advisor Agreement [Member] | Advisor Agreement [Member] | Strategic Business Advisory Service, Public Relations Service, and Investor Relations Services Agreement [Member] | Strategic Business Advisory Service, Public Relations Service, and Investor Relations Services Agreement [Member] | |||
Consulting Expense, Last Quarter 2013 [Member] | Consulting Expense, First Quarter 2014 [Member] | Restricted Stock, not yet vested [Member] | |||||
NOTE 10 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 50,000 | 200,000 | 167,204 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | six months from the date of the agreement | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $150,000 | $501,612 | |||||
Share Price (in Dollars per share) | $3 | ||||||
Allocated Share-based Compensation Expense | $59,900 | $0 | $75,000 | $75,000 | |||
Share-based Goods and Nonemployee Services Transaction | vest quarterly based upon the Company reaching certain market capitalization and revenue goals.Should the Company not reach these goals, the additional shares will be forfeited |