Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 16, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Mojo Organics, Inc. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 15,419,893 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001414953 | ' |
Entity Current Reporting Status | 'No | ' |
Entity Voluntary Filers | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Balance_Sheets_unaudited
Balance Sheets (unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $1,200,205 | $8,080 |
Accounts receivable | 61,799 | 1,808 |
Inventory | 276,317 | 87,805 |
Supplier deposits | 94,711 | 122,305 |
Prepaid expenses | 6,149 | 17,882 |
Total Current Assets | 1,639,181 | 237,880 |
PROPERTY AND EQUIPMENT, net of accumulated depreciation | 4,614 | 4,470 |
OTHER ASSETS | ' | ' |
Security deposit | 5,798 | 5,798 |
TOTAL ASSETS | 1,649,593 | 248,148 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable and accrued expenses | 143,084 | 289,120 |
Notes payable to related parties | 0 | 24,000 |
Total Current Liabilities | 143,084 | 313,120 |
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, 15,419,893 and 12,631,485 shares issued and outstanding, respectively | 15,420 | 12,631 |
Additional paid in capital | 16,068,000 | 13,044,119 |
Accumulated deficit | -14,576,911 | -13,121,722 |
Total Stockholders' Equity / (Deficit) | 1,506,509 | -64,972 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT) | $1,649,593 | $248,148 |
Balance_Sheets_unaudited_Paren
Balance Sheets (unaudited) (Parentheticals) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 15,419,893 | 12,631,485 |
Common stock, shares outstanding | 15,419,893 | 12,631,485 |
Statements_of_Operations_unaud
Statements of Operations (unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Revenues | $85,478 | $0 |
Cost of Revenues | 80,631 | 0 |
Gross Profit | 4,847 | 0 |
Operating Expenses | ' | ' |
Selling, general and administrative | 1,460,036 | 520,502 |
Total Operating Expenses | 1,460,036 | 520,502 |
Loss from Operations | -1,455,189 | -520,502 |
Other Expenses | ' | ' |
Interest expense | 0 | 1,658 |
Loss on change in fair value of derivative liabilities | 0 | 1,486 |
Total Other Expenses | 0 | 3,144 |
Loss Before Provision for Income Taxes | -1,455,189 | -523,646 |
Provision for Income Taxes | 0 | 0 |
Net Loss | -1,455,189 | -523,646 |
Preferred stock dividend | 0 | 158,463 |
Net Loss available to common stockholders | ($1,455,189) | ($682,109) |
Net loss available to common stockholders, basic and fully diluted (in Dollars per share) | ($0.11) | ($0.08) |
Basic and diluted weighted average number of common shares outstanding (in Shares) | 13,020,804 | 8,551,265 |
Statements_of_Cash_Flows_unaud
Statements of Cash Flows (unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($1,455,189) | ($523,646) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 422 | 213 |
Share-based compensation - stock options | 25,358 | 0 |
Stock and warrants issued to directors and employees | 849,077 | 427,154 |
Stock issued to employees in lieu of salary | 37,000 | 0 |
Stock and warrants issued to advisors and consultants | 280,235 | 0 |
Loss on change in fair value of derivative liabilities | 0 | 1,486 |
Changes in assets and liabilities: | ' | ' |
Increase in accounts receivable | -59,991 | 0 |
Increase in inventory | -188,512 | -11,179 |
Decrease (Increase) in supplier deposits | 27,594 | -134,470 |
Decrease in prepaid expenses | 11,733 | 1,527 |
Decrease in accounts payable and accrued expenses | -146,016 | -84,231 |
Net cash used in operating activities | -618,289 | -323,146 |
Net cash from investing activities: | ' | ' |
Purchases of property and equipment | -586 | -1,467 |
Net cash used in investing activities | -586 | -1,467 |
Net cash from financing activities: | ' | ' |
Notes payable to related parties | -24,000 | 50,000 |
Issuance of preferred stock | 0 | 412,134 |
Sale of common stock | 1,835,000 | 0 |
Net cash provided by financing activities | 1,811,000 | 462,134 |
Net increase in cash and cash equivalents | 1,192,125 | 137,521 |
Cash and cash equivalents at beginning of period | 8,080 | 1,379 |
Cash and cash equivalents at end of period | 1,200,205 | 138,900 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ' | ' |
Interest paid | 0 | 7,262 |
Taxes paid | 0 | 0 |
NON CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Accrued compensation converted to notes payable to related parties | 37,000 | 141,200 |
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 | 0 | 378,700 |
Officer [Member] | ' | ' |
NON CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Stock issued for the conversion of notes payable to related parties | $37,000 | $0 |
Statements_of_Stockholders_Equ
Statements of Stockholders' Equity Deficit (unaudited) (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Preferred Stock [Member] | Retained Earnings [Member] | Total |
Common Stock [Member] | Series A Preferred Stock [Member] | |||||
Balance at Dec. 31, 2012 | $8,551 | $9,838,024 | ' | ' | ($10,345,757) | ($499,182) |
Balance (in Shares) at Dec. 31, 2012 | 8,551,265 | ' | ' | ' | ' | ' |
Employees in lieu of salary | 43 | 100,649 | ' | ' | ' | 100,692 |
Employees in lieu of salary (in Shares) | 42,714 | ' | ' | ' | ' | 42,714 |
Directors and Employees, net of forfeitures | 425 | 832,714 | ' | ' | ' | 833,139 |
Directors and Employees, net of forfeitures (in Shares) | 425,253 | ' | ' | ' | ' | ' |
Advisors and Consultant Services | 463 | 963,699 | ' | ' | ' | 964,162 |
Advisors and Consultant Services (in Shares) | 463,463 | ' | ' | ' | ' | ' |
Private placement offering | 1,172 | 467,510 | ' | ' | ' | 468,682 |
Private placement offering (in Shares) | 1,171,705 | ' | ' | ' | ' | ' |
Stock based compensation - stock options | ' | 50,717 | ' | ' | ' | 50,717 |
Issuance of Series A Preferred Stock | ' | ' | 790,636 | 198 | ' | 790,834 |
Issuance of Series A Preferred Stock (in Shares) | ' | ' | ' | 197,709 | ' | ' |
Conversion of Series A Preferred Stock to Common Stock | 1,977 | 790,806 | -790,636 | -198 | ' | 1,949 |
Conversion of Series A Preferred Stock to Common Stock (in Shares) | 1,977,085 | ' | ' | -197,709 | ' | ' |
Net loss | ' | ' | ' | ' | -2,775,965 | -2,775,965 |
Balance at Dec. 31, 2013 | 12,631 | 13,044,119 | ' | ' | -13,121,722 | -64,972 |
Balance (in Shares) at Dec. 31, 2013 | 12,631,485 | ' | ' | ' | ' | ' |
Employees in lieu of salary | 23 | 36,977 | ' | ' | ' | 37,000 |
Employees in lieu of salary (in Shares) | 23,272 | ' | ' | ' | ' | ' |
Directors and Employees, net of forfeitures | 465 | 848,612 | ' | ' | ' | 849,077 |
Directors and Employees, net of forfeitures (in Shares) | 465,000 | ' | ' | ' | ' | ' |
Advisors and Consultant Services | 284 | 279,951 | ' | ' | ' | 280,235 |
Advisors and Consultant Services (in Shares) | 283,652 | ' | ' | ' | ' | ' |
Private placement offering | 2,017 | 1,832,983 | ' | ' | ' | 1,835,000 |
Private placement offering (in Shares) | 2,016,484 | ' | ' | ' | ' | ' |
Stock based compensation - stock options | ' | 25,358 | ' | ' | ' | 25,358 |
Net loss | ' | ' | ' | ' | -1,455,189 | -1,455,189 |
Balance at Mar. 31, 2014 | $15,420 | $16,068,000 | ' | ' | ($14,576,911) | $1,506,509 |
Balance (in Shares) at Mar. 31, 2014 | 15,419,893 | ' | ' | ' | ' | ' |
NOTE_1_BUSINESS_AND_BASIS_OF_P
NOTE 1 - BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2014 | |
Disclosure Text Block [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
NOTE 1 – BUSINESS AND BASIS OF PRESENTATION | |
Overview | |
MOJO Organics, Inc. (“MOJO” or the “Company”) was incorporated in the State of Delaware on August 2, 2007. Headquartered in Jersey City, NJ, the Company engages in the product development, production, marketing and distribution of CHIQUITA TROPICALS™. CHIQUITA TROPICALS™ are 100% fruit juices, produced under license agreement from Chiquita Brands L.L.C. (“Chiquita”). The Company currently produces four flavors: Banana Strawberry, Mango, Passion Fruit and Pineapple. | |
CHIQUITA TROPICALS™ first became commercially available in the New York tri-state area and on Amazon.com in late July 2013. In February, 2014, the Company expanded its sales to the west coast, New England and Central America. To grow its sales, the Company is utilizing food brokers and distributors as well as selling direct to certain large retail chain stores. | |
Interim Financial Statements | |
The accompanying unaudited interim condensed 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 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 financial statements included in this document have been prepared on the same basis as the annual 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 three months ended March 31, 2014 are not necessarily indicative of the results that the Company will have for any subsequent period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K. | |
NOTE_2_SUMMARY_OF_SIGNIFICANT_
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||
Mar. 31, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Significant Accounting Policies [Text Block] | ' | ||
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Use of Estimates | |||
The consolidated financial statements are prepared in conformity with GAAP. Management is required 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, CD’s 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 useful life of the respective assets. Computer equipment is depreciated over a period of 3 - 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. At March 31, 2014 and December 31, 2013, accumulated depreciation related to property and equipment was $1,975 and $1,553, respectively. | |||
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. | |||
Deductions from Revenue | |||
Costs incurred for sales incentives and discounts are accounted for as a reduction in revenue. These costs include payments to customers for performing merchandising activities on our behalf, including in-store displays, promotions for new items and obtaining optimum shelf space. | |||
Shipping and Handling Costs | |||
Shipping and Handling Costs incurred to move finished goods from our sales distribution centers to customer locations are included in the line selling, general and administrative expenses in our Statements of Operations. | |||
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 and options was excluded from the computation of diluted shares outstanding for the three months ended March 31, 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 Topic 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 2013 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, warrants, 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 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 Topic 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 Topic 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 Topic 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 March 31, 2014 or December 31, 2013. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the periods ended March 31, 2014 or December 31, 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 financial statements. | |||
NOTE_3_GOING_CONCERN
NOTE 3 - GOING CONCERN | 3 Months Ended |
Mar. 31, 2014 | |
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 three months ended March 31, 2014, the Company incurred a net loss from continuing operations of $1,455,189. As of March 31, 2014, the Company had accumulated losses of $14,576,911, which includes accumulated losses from discontinued operations of $8,576,094. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully obtain and retain customers in order to achieve 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 | 3 Months Ended |
Mar. 31, 2014 | |
Inventory Disclosure [Abstract] | ' |
Inventory Disclosure [Text Block] | ' |
NOTE 4 – INVENTORY | |
As of March 31, 2014, inventory consisted of finished goods of $168,565 and raw materials of $107,752. At December 31, 2013, the inventory balance of $87,805 consisted of raw materials. | |
NOTE_5_SERIES_A_CONVERTIBLE_PR
NOTE 5 - SERIES A CONVERTIBLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2014 | |
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 Topic 815, “Derivatives and Hedging,” 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 year ended December 31, 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 March 31, 2014 and December 31, 2013, there were zero shares of Series A Preferred Stock issued and outstanding. | |
NOTE_6_STOCKHOLDERS_EQUITY
NOTE 6 - STOCKHOLDERS' EQUITY | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||
NOTE 6 – STOCKHOLDERS’ EQUITY | |||||||||
The Company has authorized 10,000,000 shares of preferred stock (“Preferred Stock”) and 190,000,000 shares of common stock (“Common Stock”), each having a par value of $0.001. | |||||||||
Stock Splits | |||||||||
On April 1, 2013, the Company effected a one-for-ten reverse stock split of the issued and outstanding shares of Common Stock (the “Reverse Split”). 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 this reverse stock split. | |||||||||
Private Placement Offerings | |||||||||
In March 2014, the Company consummated two concurrent private placement offerings (the “2014 Offerings”), receiving an aggregate of $1,835,000 from accredited investors. In one of the offerings, the Company sold an aggregate of 917,582 shares of Common Stock for $0.91 per share for a total of $835,000. For each share purchased in this offering, investors received an immediately exercisable, five year warrant to purchase one share of Common Stock at a price of $0.91 per share. In the concurrent offering, the Company sold 1,098,091 shares of Common Stock for $0.91 per share for a total of $1,000,000. The investor in the concurrent offering did not receive warrants. | |||||||||
On May 1, 2013, the Company commenced a private placement offering of up to 1,250,000 shares of its Common Stock (the “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 $468,682, which amount included the conversion of $20,000 of notes then outstanding. | |||||||||
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. 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 $2.07 per share, which was 115% of the last sale price of the Common Stock on the date of grant. The options become exercisable in July 2014 and expire in July 2015. In connection with the stock option issuances, compensation expense of $25,358 was recorded during the three months ended March 31, 2014. | |||||||||
Restricted Stock Compensation | |||||||||
During the three months ended March 31, 2014, the Company issued 465,000 shares of Common Stock under the 2012 Plan to certain of its directors, executive officers and employees. The shares are subject to a restricted stock agreement, pursuant to which the shares will vest one year from the date of such agreement if the grantee is a director or employee (as applicable) of the Company at the time. | |||||||||
A summary of the restricted stock issuances to directors, officers and employees is as follows: | |||||||||
Weighted Average | |||||||||
Number of Shares | Grant Date Fair Value | ||||||||
Unvested share balance, January 1, 2013 | 4,453,516 | $ | 1.35 | ||||||
Granted | 608,441 | 2.15 | |||||||
Vested | (88,309 | ) | 1.4 | ||||||
Forfeited | (183,240 | ) | 1.4 | ||||||
Unvested share balance, December 31, 2013 | 4,790,408 | $ | 1.45 | ||||||
Granted | 465,000 | 1.28 | |||||||
Vested | (54,975 | ) | 1.4 | ||||||
Forfeited | - | - | |||||||
Unvested share balance, March 31, 2014 | 5,200,433 | $ | 1.43 | ||||||
In connection with the issuance of restricted stock, the Company recorded share-based compensation expense of $602,597 and $427,154 for the three months ended March 31, 2014 and 2013, respectively. With the exception of 1,165,251 shares which vest based upon achieving certain milestones, 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. As of March 31, 2014, there was $4,955,105 of total unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation. That cost is expected to be recognized during the years 2014 through 2016. | |||||||||
Stock Warrants | |||||||||
In March 2014, the Company issued warrants to purchase shares of Common Stock at a price of $0.91 per share. The warrants are exercisable for five years from the date of issuance. | |||||||||
The following table summarizes warrant activity during the period: | |||||||||
Number of | |||||||||
Warrants | |||||||||
Outstanding at January 1, 2014 | - | ||||||||
Issued for services | 197,194 | ||||||||
Issued in connection with the 2014 Offerings | 917,582 | ||||||||
Outstanding at March 31, 2014 | 1,114,776 | ||||||||
Exercisable at March 31, 2014 | 1,114,776 | ||||||||
The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of issuance for the warrants for the three months ended March 31, 2014: | |||||||||
31-Mar-14 | |||||||||
Volatility | 174 | % | |||||||
Expected term (years) | 5 | ||||||||
Risk-free interest rate | 1.53 | % | |||||||
Dividend yield | 0 | % | |||||||
In connection with the issuance of warrants for services rendered, compensation expense of $246,479 and advisory fees of $18,460 were recorded during the three months ended March 31, 2014. Since the warrants are fully vested, there is no future cost to the Company in connection with the warrants. Warrants issued to investors as part of the 2014 Placements had no impact, and will have no future impact, on the Company’s statement of operations. | |||||||||
Advisory Services | |||||||||
In March 2014, the Company entered into two agreements pursuant to which the Company will receive advisory services related to strategy, distributorship, sales and sales channels and investor relations. The Company granted to each advisor 100,000 shares of restricted Common Stock, subject to forfeiture if the advisor terminates or materially breaches the agreement before the six-month anniversary thereof. The aggregate value of the advisory fees of $260,000 was calculated based upon the closing price of the Company’s Common Stock on the date of the agreement. This amount will be charged to income ratably over the six month vesting period. | |||||||||
Also in March 2014, the Company issued 82,418 and 1,234 shares of Common Stock for advisory work and consulting work, respectively. The number of shares issued was calculated based upon the fair market value of the stock. | |||||||||
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 vested on April 3, 2014. In connection with this issuance, the Company recorded $75,000 in consulting fees during the three months ended March 31, 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 and recorded consulting fees of $501,612 during 2013. The stock is fully vested. 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. The goals were met for the first three quarters. As a result, 150,000 of the additional 200,000 shares are vested as of March 31, 2014. | |||||||||
NOTE_7_COMMITMENTS_AND_CONTING
NOTE 7 - COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
NOTE 7 – COMMITMENTS AND CONTINGENCIES | |
Lease Commitment | |
The Company entered into an office service agreement for office space for a term of 12 months effective February 11, 2014. The base monthly office fee under that agreement is $1,147. Prior to that, the Company rented its office space on a month to month basis. | |
Licensing Agreement | |
On August 15, 2012, the Company entered into a license agreement (“License Agreement”) for the use of a third party’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 Connecticut, New Jersey and New York and a non-exclusive license for the other states in the United States not included in the exclusive license, plus Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua. 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 could have a material and adverse impact on the Company’s business. Future minimum royalty payments (in thousands) are $691 for 2014, $1,265 for 2015, $1,850 for 2016, $2,611 for 2017 and $11,617 for 2018 to 2020. | |
NOTE_8_RELATED_PARTY_TRANSACTI
NOTE 8 - RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
NOTE 8 – RELATED PARTY TRANSACTIONS | |
The Company issued 23,272 shares of Common Stock to its chief executive officer as payment of salary due for January and February 2014 in lieu of cash. The shares were valued by the Company at the closing price of the Company’s Common Stock on the last trading day of the applicable month for which payment was due. | |
In December 2013, the Company received $24,000 in non-interest bearing, demand loans from certain related parties. The loans were repaid in full by February 2014. | |
During the year ended December 31, 2013, the Company issued 42,714 shares of Common Stock to employees in lieu of an aggregate of $100,692 cash salaries. In addition, accrued salary amounting to $141,200 and $20,000 was converted into 35,300 shares of Series A Preferred Stock and 50,000 shares of Common Stock as part of the Private Placement, respectively. | |
On January 31, 2013, the balance of notes outstanding to related parties of $237,500 was converted into 59,375 shares of Series A Preferred Stock. Accrued interest of $7,261 was paid to the holders of the notes. | |
NOTE_9_SUBSEQUENT_EVENTS
NOTE 9 - SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
NOTE 9 – 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 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 financial statements as of March 31, 2014. In preparing these financial statements, the Company evaluated the events and transactions that occurred through the date these financial statements were issued. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 3 Months Ended | ||
Mar. 31, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Use of Estimates, Policy [Policy Text Block] | ' | ||
Use of Estimates | |||
The consolidated financial statements are prepared in conformity with GAAP. Management is required 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, CD’s 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 useful life of the respective assets. Computer equipment is depreciated over a period of 3 - 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. At March 31, 2014 and December 31, 2013, accumulated depreciation related to property and equipment was $1,975 and $1,553, respectively. | |||
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. | |||
Cost of Sales, Policy [Policy Text Block] | ' | ||
Deductions from Revenue | |||
Costs incurred for sales incentives and discounts are accounted for as a reduction in revenue. These costs include payments to customers for performing merchandising activities on our behalf, including in-store displays, promotions for new items and obtaining optimum shelf space. | |||
Shipping and Handling Cost, Policy [Policy Text Block] | ' | ||
Shipping and Handling Costs | |||
Shipping and Handling Costs incurred to move finished goods from our sales distribution centers to customer locations are included in the line selling, general and administrative expenses in our Statements of Operations. | |||
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 and options was excluded from the computation of diluted shares outstanding for the three months ended March 31, 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 Topic 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 2013 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, warrants, 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 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 Topic 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 Topic 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 Topic 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 March 31, 2014 or December 31, 2013. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the periods ended March 31, 2014 or December 31, 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 financial statements. |
NOTE_6_STOCKHOLDERS_EQUITY_Tab
NOTE 6 - STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | 'A summary of the restricted stock issuances to directors, officers and employees is as follows: | ||||||||
Weighted Average | |||||||||
Number of Shares | Grant Date Fair Value | ||||||||
Unvested share balance, January 1, 2013 | 4,453,516 | $ | 1.35 | ||||||
Granted | 608,441 | 2.15 | |||||||
Vested | (88,309 | ) | 1.4 | ||||||
Forfeited | (183,240 | ) | 1.4 | ||||||
Unvested share balance, December 31, 2013 | 4,790,408 | $ | 1.45 | ||||||
Granted | 465,000 | 1.28 | |||||||
Vested | (54,975 | ) | 1.4 | ||||||
Forfeited | - | - | |||||||
Unvested share balance, March 31, 2014 | 5,200,433 | $ | 1.43 | ||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | 'The following table summarizes warrant activity during the period: | ||||||||
Number of | |||||||||
Warrants | |||||||||
Outstanding at January 1, 2014 | - | ||||||||
Issued for services | 197,194 | ||||||||
Issued in connection with the 2014 Offerings | 917,582 | ||||||||
Outstanding at March 31, 2014 | 1,114,776 | ||||||||
Exercisable at March 31, 2014 | 1,114,776 | ||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | 'The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of issuance for the warrants for the three months ended March 31, 2014: | ||||||||
31-Mar-14 | |||||||||
Volatility | 174 | % | |||||||
Expected term (years) | 5 | ||||||||
Risk-free interest rate | 1.53 | % | |||||||
Dividend yield | 0 | % |
NOTE_2_SUMMARY_OF_SIGNIFICANT_1
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
Minimum [Member] | Maximum [Member] | |||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | '3 years | '5 years |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $1,975 | $1,553 | ' | ' |
NOTE_3_GOING_CONCERN_Details
NOTE 3 - GOING CONCERN (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Going Concern [Abstract] | ' | ' | ' |
Net Income (Loss) Attributable to Parent | ($1,455,189) | ($523,646) | ($2,775,965) |
Retained Earnings (Accumulated Deficit) | -14,576,911 | ' | -13,121,722 |
Accumulated losses from discontinued operations | $8,576,094 | ' | ' |
NOTE_4_INVENTORY_Details
NOTE 4 - INVENTORY (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Abstract] | ' | ' |
Inventory, Finished Goods, Net of Reserves | $168,565 | ' |
Inventory, Raw Materials, Net of Reserves | $107,752 | $87,805 |
NOTE_5_SERIES_A_CONVERTIBLE_PR1
NOTE 5 - SERIES A CONVERTIBLE PREFERRED STOCK (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
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 |
Conversion of Stock, Shares Issued | ' | ' | 1,977,085 |
Various Related Parties [Member] | Series A Preferred Stock [Member] | ' | ' | ' |
NOTE 5 - SERIES A CONVERTIBLE PREFERRED STOCK (Details) [Line Items] | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount (in Dollars) | $0 | $378,700 | $378,700 |
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 |
Shares Issued, Price Per Share (in Dollars per share) | ' | ' | $4 |
Proceeds from Issuance of Private Placement, Gross (in Dollars) | ' | ' | $790,834 |
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 |
Preferred Stock, Shares Outstanding | 0 | ' | 0 |
Preferred Stock, Shares Issued | 0 | ' | 0 |
NOTE_6_STOCKHOLDERS_EQUITY_Det
NOTE 6 - STOCKHOLDERS' EQUITY (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ' | ' | ' |
Preferred Stock, Shares Authorized | 10,000,000 | ' | 10,000,000 |
Common Stock, Shares Authorized | 190,000,000 | ' | 190,000,000 |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | ' | $0.00 |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | ' | $0.00 |
Stockholders' Equity, Reverse Stock Split | ' | ' | 'one-for-ten |
Stock Issued During Period, Value, New Issues (in Dollars) | $1,835,000 | ' | $468,682 |
Debt Conversion, Original Debt, Amount (in Dollars) | 37,000 | 141,200 | ' |
Allocated Share-based Compensation Expense (in Dollars) | 849,077 | 427,154 | ' |
Stock Issued During Period, Value, Issued for Services (in Dollars) | 280,235 | ' | 964,162 |
Employee Stock Option [Member] | 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 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | 210,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | ' | ' | $2.07 |
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 | ' | ' | 'July 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | ' | ' | 31-Jul-15 |
Allocated Share-based Compensation Expense (in Dollars) | ' | 25,358 | ' |
Restricted Stock [Member] | ' | ' | ' |
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ' | ' | ' |
Allocated Share-based Compensation Expense (in Dollars) | 602,597 | 427,154 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 465,000 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | '1 year | ' | ' |
Share based compensation arrangement by share based payment award, shares which vest based upon certain milestones | 1,165,251 | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | 4,955,105 | ' | ' |
Warrant [Member] | ' | ' | ' |
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ' | ' | ' |
Class of Warrant or Right, Term | '5 years | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | $0.91 | ' | ' |
Allocated Share-based Compensation Expense (in Dollars) | 246,479 | ' | ' |
Private Placement [Member] | ' | ' | ' |
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ' | ' | ' |
Number of private placement offerings | 2 | ' | ' |
Proceeds from Issuance of Private Placement (in Dollars) | 1,835,000 | ' | ' |
Stock Issued During Period, Shares, New Issues | 917,582 | ' | 1,171,705 |
Sale of Stock, Price Per Share (in Dollars per share) | $0.91 | ' | $0.40 |
Stock Issued During Period, Value, New Issues (in Dollars) | 835,000 | ' | 468,682 |
Class of Warrant or Right, Term | '5 years | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1 | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | $0.91 | ' | ' |
Common stock authorized to be issued in a private placement offering | ' | ' | 1,250,000 |
Debt Conversion, Original Debt, Amount (in Dollars) | ' | ' | 20,000 |
Common Stock Issued to Investor [Member] | ' | ' | ' |
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 1,098,091 | ' | ' |
Sale of Stock, Price Per Share (in Dollars per share) | $0.91 | ' | ' |
Stock Issued During Period, Value, New Issues (in Dollars) | 1,000,000 | ' | ' |
Advisory Services [Member] | ' | ' | ' |
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ' | ' | ' |
Allocated Share-based Compensation Expense (in Dollars) | 18,460 | ' | ' |
Stock Issued During Period, Shares, Issued for Services | 82,418 | ' | ' |
Strategic Business, Distributorship, Investor Relation and Sales and Sales Channel Advisory Services [Member] | ' | ' | ' |
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | '6 months | ' | ' |
Number of Advisory Agreements | 2 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 'The Company granted to each advisor 100,000 shares of restricted Common Stock, subject to forfeiture if the advisor terminates or materially breaches the agreement before the six-month anniversary thereof | ' | ' |
Stock Issued During Period, Shares, Issued for Services | 100,000 | ' | 50,000 |
Stock Issued During Period, Value, Issued for Services (in Dollars) | 260,000 | ' | 75,000 |
Advisor Agreement, Terms | ' | ' | '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 |
Consulting Services [Member] | ' | ' | ' |
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | 1,234 | ' | ' |
Strategic Business Advisory Services and Public and Investor Relation Services [Member] | ' | ' | ' |
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | ' | 167,204 |
Stock Issued During Period, Value, Issued for Services (in Dollars) | ' | ' | $501,612 |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | ' | 200,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | ' | ' | 150,000 |
NOTE_6_STOCKHOLDERS_EQUITY_Det1
NOTE 6 - STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Compensation, Restricted Stock Activity (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Number of Shares [Member] | ' | ' |
NOTE 6 - STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Compensation, Restricted Stock Activity [Line Items] | ' | ' |
Unvested share balance | 4,790,408 | 4,453,516 |
Granted | 465,000 | 608,441 |
Vested | -54,975 | -88,309 |
Forfeited | 0 | -183,240 |
Unvested share balance | 5,200,433 | 4,790,408 |
Weighted Average Grant Date Fair Value [Member] | ' | ' |
NOTE 6 - STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Compensation, Restricted Stock Activity [Line Items] | ' | ' |
Unvested share balance | 1.45 | 1.35 |
Granted | 1.28 | 2.15 |
Vested | 1.4 | 1.4 |
Forfeited | 0 | 1.4 |
Unvested share balance | 1.43 | 1.45 |
NOTE_6_STOCKHOLDERS_EQUITY_Det2
NOTE 6 - STOCKHOLDERS' EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
Issued for Services [Member] | Issued in connection with Offerings [Member] | |||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' |
Outstanding at January 1, 2014 | 1,114,776 | 0 | ' | ' |
Issued | ' | ' | 197,194 | 917,582 |
Outstanding at March 31, 2014 | 1,114,776 | 0 | ' | ' |
Exercisable at March 31, 2014 | 1,114,776 | ' | ' | ' |
NOTE_6_STOCKHOLDERS_EQUITY_Det3
NOTE 6 - STOCKHOLDERS' EQUITY (Details) - Fair Value Measurements, Valuation Techniques | 3 Months Ended |
Mar. 31, 2014 | |
Fair Value Measurements, Valuation Techniques [Abstract] | ' |
Volatility | 174.00% |
Expected term (years) | '5 years |
Risk-free interest rate | 1.53% |
Dividend yield | 0.00% |
NOTE_7_COMMITMENTS_AND_CONTING1
NOTE 7 - COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
NOTE 7 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ' |
License Agreement Terms | '7 years |
Royalty Payments, Future Minimum Payments Due, Next Twelve Months | $691,000 |
Royalty Payments, Future Minimum Payments Due in Two Years | 1,265,000 |
Royalty Payments, Future Minimum Payments Due in Three Years | 1,850,000 |
Royalty Payments, Future Minimum Payments Due in Four Years | 2,611,000 |
Royalty Payments, Future Minimum Payments Due After Four Years | 11,617,000 |
Office Service Agreement [Member] | ' |
NOTE 7 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ' |
Term of Lease | '12 months |
Operating Leases, Rent Expense, Minimum Rentals | $1,147 |
Description of Lessee Leasing Arrangements, Operating Leases | 'Prior to that, the Company rented its office space on a month to month basis. |
NOTE_8_RELATED_PARTY_TRANSACTI1
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ' | ' | ' |
Stock Issued During Period, Shares, to Employees in Lieu of Cash (in Shares) | ' | ' | 42,714 |
Increase (Decrease) in Notes Payable, Related Parties, Current | ($24,000) | $50,000 | $24,000 |
Stock Issued During Period, Value, to Employees in Lieu of Cash | 37,000 | ' | 100,692 |
Debt Conversion, Original Debt, Amount | 37,000 | 141,200 | ' |
Interest Paid | 0 | 7,262 | ' |
Accrued Salary [Member] | Series A Preferred Stock [Member] | ' | ' | ' |
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ' | ' | ' |
Debt Conversion, Original Debt, Amount | ' | ' | 141,200 |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | ' | ' | 35,300 |
Accrued Salary [Member] | Common Stock [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 |
Payment of Salary for January and February 2014 in Lieu of Cash [Member] | Chief Executive Officer [Member] | ' | ' | ' |
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ' | ' | ' |
Stock Issued During Period, Shares, to Employees in Lieu of Cash (in Shares) | 23,272 | ' | ' |
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 | ' |
Officers and Shareholders [Member] | ' | ' | ' |
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ' | ' | ' |
Debt Conversion, Original Debt, Amount | ' | 237,500 | ' |
Interest Paid | ' | $7,261 | ' |