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. 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. As of June 30, 2015, there were 111,559 shares available under the 2012 Plan. Private Placement Offering In March 2014, the Company consummated two concurrent private placement offerings, receiving an aggregate of $1,819,832, net of expenses, from accredited investors. The Company sold an aggregate of 2,016,483 shares of Common Stock for $0.91 per share for a total of $1,835,000. In the first offering, investors received an immediately exercisable, five year warrant to purchase one share of Common Stock at a price of $0.91 per share for each share purchased in the offering. The investor in the second 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 its directors, executive officers and employees. Unvested restricted shares are subject to forfeiture. With the exception of 4,689,105 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 June 2015, the Company awarded 2,023,854 shares of Common Stock to its officers and employees. The shares will be issued and will vest upon the Company reaching a $3,000,000 revenue threshold during any twelve month period. See Note 8 to the Notes to Condensed Financial Statements. 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 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 2,023,854 Vested (1,415,596 ) 1.31 Forfeited - - Unvested share balance, June 30, 2015 6,700,250 $ 0.75 In connection with the issuance of restricted stock, the Company recorded share-based compensation expense of $625,684 and $1,329,464 for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, there was $3,740,998 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 As part of the private placement offering 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 June 30, 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 June 30, 2014. -11- 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 June 30, 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. Mr. Thompson failed to perform in all material respects under the terms of the agreement. On June 27, 2014, the Company terminated the agreement. The Company is taking all necessary steps for the cancellation of the shares totaling 367,204 shares, due to lack of delivery of consideration and material breach of the agreement. |