| Stockholders' Equity Note Disclosure [Text Block] | NOTE 6 STOCKHOLDERS EQUITY
(DEFICIT) 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. 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 stock based awards for up to an aggregate of 2,050,000 shares of Common Stock. Private Placement Offering In March 2014, the Company consummated two
concurrent private placement offerings (the 2014 Offerings), receiving an aggregate of $1,819,832, net of expenses,
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 1,098,901 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. Treasury Stock In April 2014, the Company approved a repurchase
of 12,497 shares of Common Stock for $11,372. The shares were subsequently cancelled. Restricted Stock Compensation The Company issued shares of restricted Common
Stock to certain of its directors, executive officers and employees. Unvested restricted shares are subject to forfeiture. With
the exception of 2,665,251 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. In August 2014, the Company issued 1,500,000
shares of Common Stock to an executive officer. The shares are subject to a restricted stock agreement, and the vesting is conditional
upon the Company reaching certain performance goals. Should the executive officers employment with the Company end, any
unvested shares are forfeited. In March 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, executive officers and employees is as follows:
Number of Shares
Weighted Average Grant Date Fair Value
Unvested share balance, January 1, 2014 4,790,408 $ 1.45
Granted 1,965,000 0.49
Vested (633,416 ) 2.09
Forfeited - -
Unvested share balance, December 31, 2014 6,091,992 $ 1.07
Granted -
Vested (1,415,596 ) 1.31
Forfeited - -
Unvested share balance, March 31, 2015 4,676,396 $ 0.99
-10- In connection with the issuance of restricted
stock, the Company recorded share-based compensation expense of $374,978 and $602,597 for the three months ended March 31, 2015
and 2014, respectively. As of March 31, 2015, there was $3,991,704 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 2015
and 2016. Stock Warrants In March 2014, the Company issued warrants
to purchase 1,114,776 shares of Common Stock at a price of $0.91 per share. The warrants are exercisable for five years
from the date of issuance. Advisory Services In March 2014, the Company entered into two
agreements pursuant to which the Company was to 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 terminated or materially breached 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 Companys Common Stock
on the date of the agreement. Advisory fees of $21,667 were charged to income during the three months ended March 31, 2014. 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. On October 3, 2013, the Company entered into
an agreement for strategic business advisory services, public relations services and investor relations services with Mr. Ian Thompson. In
connection with this agreement, the Company issued 167,204 shares of restricted Common Stock and recorded consulting fees of $501,612
during 2013, which was the fair market value of the stock on the date of issue; there was no cash payment to Mr. Thompson by the
Company. The stock is fully vested; however it is restricted from trading. The advisor was also issued an additional
200,000 shares of restricted Common Stock, which was to vest quarterly based upon the Company reaching certain market capitalization
and revenue goals, in addition to providing the above services, with the last tranche vesting scheduled to vest on June 30, 2014.
Consulting fees amounting to $72,500 were recorded during the three months ended March 31, 2014 related to the additional shares
of Common Stock issued. Throughout the term of the agreement, the Company requested the advisor to render performance
under the agreement and to provide evidence of same. The Company believes, however, that Mr. Thompson failed to perform in all
material respects under the terms of the agreement. On June 27, 2014, the Company terminated the agreement. Accordingly,
the final tranche of 50,000 shares did not vest. Further, the Company is taking all necessary steps for the cancellation
of the other shares totaling 317,204 shares, due to lack of delivery of consideration and breach of the agreement. |
