Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 07, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Mojo Organics, Inc. | |
Entity Central Index Key | 1,414,953 | |
Document Type | 10-Q/A | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 17,883,881 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 | |
Amendment Description | The purpose of this Amendment No. 1 to MOJO Organics, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, filed with the Securities and Exchange Commission on October 8, 2015, is to correct the accounting treatment for the forgiveness of related party and officer compensation (as disclosed below and in Note 10 to the accompanying restated unaudited condensed financial statements). In connection with the Original Filing, under the direction of our Principal Executive Officer and Principal Financial Officer, our management evaluated our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, and concluded that our disclosure controls and procedures were effective as of September 30, 2015. Subsequently, the Companys management has determined that the improper design of controls with respect to the accounting for the forgiveness of related party and officer compensation was a deficiency in its internal control over financial reporting resulting from the material weakness identified at September 30, 2015. Items Amended in This Filing This Amended Filing sets forth the Original Filing, as modified and superseded where necessary to reflect the restatement described above. The following Items have been amended and restated as a result of, and to reflect, the Restated Financial Statements: Part I Item 1. Financial Statements; Part I Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations; Part I Item 4. Controls and Procedures; and Part II Item 6. Exhibits The Company's Chief Executive Officer and Chief Financial Officer is providing currently dated certifications in connection with this Amended Filing, which are being filed or furnished as Exhibit 31.1 and Exhibit 32.1 to this Amended Filing. The Company is also filing various exhibits related to XBRL. Except as set forth above, no other information included in the Original Filing has been amended or updated by this Amended Filing. This Amended Filing continues to describe the conditions as of the date of the Original Filing and, except as contained herein, we have not updated or modified the disclosures contained in the Original Filing. Accordingly, this Amended Filing should be read in conjunction with our filings made with the Commission subsequent to the filing of the Original Filing, including any amendments to those filings. Restatement of Other Financial Statements Along with the filing of this Amended Filing, we are concurrently filing an Amended Form 10-Q for the quarter ended June 30, 2015 related to the same above matter. |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 154,927 | $ 345,616 |
Accounts Receivable, net | $ 16,842 | 43,890 |
Inventory | 445,328 | |
Supplier deposits | $ 8,623 | 1,782 |
Prepaid expenses | 6,859 | 37,887 |
Total Current Assets | 187,251 | 874,503 |
Property and Equipment, net of accumulated depreciation | 2,020 | 2,603 |
Other Assets | ||
Security deposit | 2,778 | 2,294 |
Total Assets | 192,049 | 879,400 |
Current Liabilities | ||
Accounts payable and accrued expenses | 8,008 | 542,157 |
Accrued payroll to related parties | 9,087 | 220,677 |
Total Current Liabilities | $ 17,095 | $ 762,834 |
Stockholders Equity/ (Deficit) | ||
Preferred stock, 10,000,000 shares authorized at $0.001 par value, no shares issued and outstanding | ||
Common stock, 190,000,000 shares authorized at $0.001 par value, 17,883,881 and 16,907,396 shares issued and outstanding, respectively | $ 17,884 | $ 16,907 |
Additional paid in capital | 19,500,917 | 18,436,503 |
Accumulated deficit | (19,343,847) | (18,336,844) |
Total Stockholders Equity/ Deficit | 174,954 | 116,566 |
Total Liabilities and Stockholders Equity/ Deficit | $ 192,049 | $ 879,400 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 190,000,000 | 190,000,000 |
Common stock, issued | 17,883,881 | 16,907,396 |
Common stock, outstanding | 17,883,881 | 16,907,396 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) (Restated) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 43,475 | $ 85,760 | $ 190,081 | $ 247,538 |
Cost of Revenues | 81,835 | 96,463 | 320,568 | 252,860 |
Gross Loss | (38,360) | (10,703) | (130,487) | (5,322) |
Operating Expenses | ||||
Selling, general and administrative | 351,629 | 1,026,985 | 1,632,192 | 3,498,879 |
License (settlement) fee | 60,000 | 253,612 | (417,223) | 437,852 |
Total Operating Expenses | 411,629 | 1,280,597 | 1,214,969 | 3,936,731 |
Loss from Operations | $ (449,989) | (1,291,300) | (1,345,456) | (3,942,053) |
Other Income/ (Expense) | ||||
Total Other Income | 96 | 921 | 405 | |
Loss Before Provision for Income Taxes | $ (449,989) | $ (1,291,204) | $ (1,344,535) | $ (3,941,648) |
Provision for Income Taxes | ||||
Net Loss | $ (449,989) | $ (1,291,204) | $ (1,344,535) | $ (3,941,648) |
Net loss per common share, basic and fully diluted | $ (0.03) | $ (0.08) | $ (0.08) | $ (0.27) |
Basic and diluted weighted average number of common shares outstanding | 17,058,332 | 16,059,570 | 16,958,261 | 14,840,571 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net Loss | $ (1,344,535) | $ (3,941,648) |
Adjustments to reconcile net loss to cash used by operating activitites: | ||
Depreciation | 1,303 | 3,149 |
Share-based compensation - stock options | 57,722 | 60,300 |
Stock and warrants issued to directors and employees | $ 857,669 | 2,302,811 |
Stock issued to employees in lieu of salary | 37,000 | |
Stock and warrants issued to advisors and consultants | 551,070 | |
Change in assets and liabilites: | ||
Decrease (increase) in accounts receivable | $ 27,048 | (38,981) |
Decrease (increase) in inventory | 445,328 | (440,880) |
Decrease (increase) in supplier deposits | (6,841) | 25,787 |
Decrease in prepaid expenses | 31,028 | 6,279 |
Decrease (increase) in security deposit | (484) | 3,504 |
Increase (decrease) in accounts payable and accrued expenses | (744,932) | 139,598 |
Net cash used in operating activities | (339,162) | (1,292,011) |
Net cash from investing activities: | ||
Purchases of property and equipment | (1,527) | (2,175) |
Net cash used in investing activities | $ (1,527) | (2,175) |
Net cash from financing activities: | ||
Notes payable to related parties | (24,000) | |
Repurchase of restricted stock | (11,373) | |
Sale of common stock, net | $ 150,000 | 1,819,832 |
Net cash provided by financing activities | 150,000 | 1,784,459 |
Net increase (decrease) in cash and cash equivalents | (190,689) | 490,273 |
Cash and cash equivalents at beginning of period | 345,616 | 8,080 |
Cash and cash equivalents at end of period | $ 154,927 | $ 498,353 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | ||
Taxes paid | ||
NON CASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrued compensation converted to notes payable to related parties | $ 37,000 | |
Common stock issued for the conversion of notes payable to related parties | $ 37,000 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Equity - 9 months ended Sep. 30, 2015 - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, Shares at Dec. 31, 2014 | 16,907,396 | |||
Beginning balance, Amount at Dec. 31, 2014 | $ 16,907 | $ 18,436,503 | $ (18,336,844) | $ 116,566 |
Issuance of restricted Common Stock and Warrants: | ||||
Private Placement, Shares | 750,000 | |||
Private Placement, Amount | $ 750 | 2,149,250 | 150,000 | |
Directors and Employees, net of forfeitures, Shares | 226,485 | |||
Directors and Employees, net of forfeitures | $ 227 | 857,442 | 857,669 | |
Stock based compensation - stock options | $ 57,722 | 57,722 | ||
Net loss | $ (1,007,003) | (1,344,535) | ||
Ending balance, Shares at Sep. 30, 2015 | 17,883,881 | |||
Ending balance, Amount at Sep. 30, 2015 | $ 17,884 | $ 19,500,917 | $ (19,343,847) | $ 174,954 |
Business
Business | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | NOTE 1 BUSINESS Overview Headquartered in Jersey City, NJ, MOJO Organics, Inc. (MOJO or the Company) develops emerging beverage brands that are natural, USDA Organic and non-genetically modified (Non GMO). The Company has developed a line of coconut water beverages which are tropically flavored as well as natural, organic and Non GMO. The Company expects to launch these beverages in October 2015. Since July 2013, the Company has produced 100% tropical fruit juices, under a license branding agreement (the License Agreement) from Chiquita Brands L.L.C. (CBLLC). The License Agreement was terminated effective September 27, 2015 and the Company has the right to sell its products through October 2015. See Note 5 to the Notes to Condensed Financial Statements. 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 audited financial statements, and in the Companys 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, 2015 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, 2014 included in the Companys Annual Report on Form 10-K. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The 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 and time deposits purchased with a maturity of three months or less. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts. The allowance for doubtful accounts as of September 30, 2015 and December 31, 2014 was $7,726 and zero, respectively. Inventories Inventories are stated at the lower of cost (first-in, first-out method) or market. When necessary, the Company provides allowances to adjust the carrying value of its inventories to the lower of cost or net realizable value. 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 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. At September 30, 2015 and December 31, 2014, accumulated depreciation related to property and equipment was $2,845 and $5,539, respectively. Revenue Recognition Revenue from sales of products are recognized 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 the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 260, Earnings per Share The following potentially dilutive securities have been excluded from the computation of weighted average shares outstanding for the nine months ended September 30, 2015 and 2014, as they would have had an anti-dilutive impact on the Companys net loss per common share: 2015 2014 Shares underlying options outstanding 865,000 830,000 Shares underlying warrants outstanding 2,614,776 1,114,776 Total 3,479,776 1,944,776 Start-Up Costs In accordance with ASC topic 720-15, Start-Up Costs Income Taxes The Company provides for income taxes under ASC topic 740, Income Taxes Stock-Based Compensation ASC Topic 718, Accounting for Stock-Based Compensation 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 Companys 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 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, 2015 or December 31, 2014. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the nine months ended September 30, 2015 or 2014. New Accounting Pronouncements In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, which creates ASC Topic 606, Revenue from Contracts with Customers Revenue Recognition Revenue RecognitionConstruction-Type and Production-Type Contracts Other Assets and Deferred CostsContracts with Customers In June 2014, FASB issued ASU No. 2014-12, Compensation Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-12 on the Company's financial statements. In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern Specifically, the amendments (1) provide a definition of the term substantial doubt, managements plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of managements plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on the Companys financial statements. Management does not believe that any other recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 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 accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 4 INVENTORY As of September 30, 2015, the Company had no inventory. As of December 31, 2014, inventory consisted of finished goods of $308,708 and raw materials of $136,620. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | NOTE 5 COMMITMENTS AND CONTINGENCIES Lease Commitment The Company maintains office space in Jersey City, New Jersey. The Company leases the space from a third-party pursuant to a lease agreement dated May 1, 2015 at a rate of $1,389 per month. This agreement will terminate on April 30, 2016. Licensing Agreement On March 27, 2015, pursuant to the terms of the License Agreement, CBLLC provided the Company with written notice of termination effective September 27, 2015. The notice (i) provided the Company with a right of sell off of existing inventory of the licensed products through October 31, 2015 and (ii) demanded payment by the Company of liquidated damages and royalties in the amount of $2,283,089. On May 29, 2015, the Company and CBLLC settled the termination terms of the License Agreement via letter agreement. For the three months ended March 31, 2015, the Company recorded license fees of $260,786 and liquidating damages of $1,515,076, resulting in a charge to income of $1,775,862. As a result of the settlement reached, the Company recorded income of $2,253,085 during the three months ended June 30, 2015. The Company recorded additional settlement fees of $60,000 during the three months ended September 30, 2015. The aggregate of all of these transactions reflect a credit to income of $477,223 for the nine months ended September 30, 2015. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
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 (Common Stock) and 10,000,000 shares of preferred stock (Preferred 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 September 30, 2015, there were 111,559 shares available under the 2012 Plan. Private Placement Offerings In August 2015, the Company entered into a subscription agreement whereby 750,000 shares of Common Stock were sold to an accredited investor for a total of $150,000, along with a purchase warrant for 1,500,000 shares of Common Stock at a price of $0.40 per share. The five year warrant is immediately exercisable. 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 Company issued 226,485 shares in August 2015 and will vest upon the Company reaching a $3,000,000 revenue threshold during any twelve months period. The balance of 1,797,369 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 (663,416 ) 2.09 Forfeited - - Unvested share balance, December 31, 2014 6,091,992 $ 1.07 Granted 2,023,854 0.19 Vested (1,525,546 ) 1.32 Forfeited - - Unvested share balance, September 30, 2015 6,590,300 $ 0.74 In connection with the issuance of restricted stock, the Company recorded share-based compensation expense of $857,669 and $2,853,881 for the nine months ended September 30, 2015 and 2014, respectively. As of September 30, 2015, there was $2,725,004 of total unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation. That cost includes $2,026,884 of unrecognized compensation cost related to shares that will vest upon the Company reaching certain performance goals. The balance of $698,120 is expected to be recognized during the remainder of 2015 and 2016. Stock Warrants Warrants to purchase 1,500,000 shares of Common Stock were issued as part of a subscription agreement in August 2015 at a price of $0.40 per share. The warrants are exercisable for five years from the date of issuance. 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 nine months ended September 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 nine months ended September 30, 2014. On October 3, 2013, the Company entered into an agreement for strategic business advisory services, public relations services and investor relations services with 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 Ian 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 nine months ended September 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. Ian. Thompson failed to perform in all material respects under the terms of the agreement and failed to provide evidence. 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. |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Stock Options | NOTE 7 STOCK OPTIONS In June 2015, the Company granted a director of the Company stock options to purchase 35,000 shares of Common Stock pursuant to the 2012 Plan. The exercise price is $0.255 per share and the options become exercisable in four equal tranches in December 2015, June 2016, December 2016 and June 2017. They expire in June 2020. In August 2014, the Company granted certain directors and employees of the Company stock options to purchase 620,000 shares of Common Stock pursuant to the 2012 Plan. The exercise price is $0.255 per share and the options become exercisable in four equal tranches in February 2015, August 2015, February 2016 and August 2016. They expire in August 2019. In July 2013, the Company granted certain directors and employees of the Company stock options pursuant 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 were granted pursuant to the 2012 Plan and became exercisable in July 2014. They expired July 1, 2015. During the nine months ended September 30, 2015 and 2014, compensation expense of $57,722 and $60,299, respectively, was recorded. As of September 30, 2015, there was $72,781 of total unrecognized compensation cost related to non-vested stock options. That cost is expected to be recognized 2015 through 2017 in conjunction with the applicable vesting periods. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 RELATED PARTY TRANSACTIONS In September 2015, the Chief Executive Officer (the CEO) and the Chief Operating Officer (the COO) of the Company forgave unpaid salary due to them of $15,000 and $24,000, respectively. In June 2015, pursuant to letter agreements, the CEO, the COO and the Controller (and Principal Accounting Officer) of the Company forgave unpaid salary due to them of $239,500, $16,000 and $43,032, respectively. This resulted in a reduction in operating expenses of $337,532 for the nine months ended September 30, 2015. In August 2015, the Company issued its Controller 226,485 shares of Common Stock of the Company in consideration of her previous and continued services as Controller of the Company. These shares will vest Also in August 2015, the Company entered in a subscription agreement with Wyatts Torch Equity Partners, LP (Wyatt) for the sale of 750,000 shares of Common Stock for $150,000 and warrants to purchase 1,500,000 shares of Common Stock at $0.40 per share. The managing member of Wyatt is the COO of the Company, as well as a Director of the Company. See Note 6 for further discussion. On June 15, 2015, the Company entered into an Amended and Restated Employment Agreement (the "Simpson Agreement") with the CEO pursuant to which the CEO will continue to act as the Company's CEO and Chairman of the Board for a term of five years as extended in consideration of (i) a base salary of $5,000 per month from June 2015 through September 2015 and then increasing to $18,500 per month, (ii) 1,544,737 shares of Common Stock of the Company to be issued to the CEO upon the Company generating revenue of $3,000,000 during any twelve month period during the term and (iii) an annual bonus based on performance goals established by the Board of Directors of the Company as set forth in the Simpson Agreement. In addition, on June 15, 2015, the Company entered into an Amended and Restated Employment Agreement (the "Spinner Agreement") with Peter Spinner pursuant to which Mr. Spinner will continue to act as the Company's COO for a term of five years as extended in consideration of (i) a base salary of $8,000 per month from June 2015 through September 2015 and then increasing to $16,000 per month, (ii) 252,632 shares of Common Stock of the Company to be issued to the COO upon the Company generating revenue of $3,000,000 during any twelve month period during the term and (iii) an annual bonus based on performance goals established by the Board of Directors of the Company as set forth in the Spinner Agreement. In February 2014, the Company issued 23,272 shares of restricted, non-transferable Common Stock to an officer of the Company as payment of salary in lieu of cash, equivalent to $37,000. The shares were valued by the Company at the closing price of the Companys 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 SUBSEQUENT EVENTS In accordance with ASC Topic 855, Subsequent Events, |
Restatement
Restatement | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Restatement | NOTE 10 RESTATEMENT The Company identified an error in these financial statements while in the course of preparing the financial statements for the year end ended December 31, 2015. As described in Note 8, pursuant to letter agreements, the CEO, COO and the Controller of the Company forgave unpaid salary due to them of $254,500, $40,000 and $43,032, respectively. The Company originally recorded a credit to selling, general and administrative expenses for $39,000 and $337,532 for the three months and nine months ended September 30, 2015. The restatement reflects the correction of the error to record the credit to additional paid-in capital of $337,532 for the three months and nine months ended September 30, 2015. There was no material effect on the Companys balance sheet and cash flows for each of the periods and therefore there has been no restatement to the condensed balance sheets or condensed statements of cash flows. The net effect of the error and its restatement for the nine months ended September 30, 2015 is set forth as follows: As Net As Reported Change Restated Selling, general and administrative expenses $ 1,294,660 $ 337,532 $ 1,632,192 Total operating expenses $ 877,437 $ 337,532 $ 1,214,969 Net loss $ 1,007,003 $ 337,532 $ 1,344,535 Net loss available to common stockholders, basic and fully diluted $ 0.06 $ 0.02 $ 0.08 The net effect of the error and its restatement for the three months ended September 30, 2015 is set forth as follows: As Net As Reported Change Restated Selling, general and administrative expenses $ 312,629 $ 39,000 $ 351,629 Total operating expenses $ 372,629 $ 39,000 $ 411,629 Net loss $ 410,989 $ 39,000 $ 449,989 Net loss available to common stockholders, basic and fully diluted $ 0.02 $ 0.01 $ 0.03 |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The 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 and Cash Equivalents Cash equivalents include investment instruments and time deposits purchased with a maturity of three months or less. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts. The allowance for doubtful accounts as of September 30, 2015 and December 31, 2014 was $7,726 and zero, respectively. |
Inventories | Inventories Inventories are stated at the lower of cost (first-in, first-out method) or market. When necessary, the Company provides allowances to adjust the carrying value of its inventories to the lower of cost or net realizable value. |
Supplier Deposits | 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 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 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. At September 30, 2015 and December 31, 2014, accumulated depreciation related to property and equipment was $2,845 and $5,539, respectively. |
Revenue Recognition | Revenue Recognition Revenue from sales of products are recognized 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 | 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 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 | Net Loss Per Common Share The Company computes per share amounts in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 260, Earnings per Share The following potentially dilutive securities have been excluded from the computation of weighted average shares outstanding for the nine months ended September 30, 2015 and 2014, as they would have had an anti-dilutive impact on the Companys net loss per common share: 2015 2014 Shares underlying options outstanding 865,000 830,000 Shares underlying warrants outstanding 2,614,776 1,114,776 Total 3,479,776 1,944,776 |
Start-Up Costs | Start-Up Costs In accordance with ASC topic 720-15, Start-Up Costs |
Income Taxes | Income Taxes The Company provides for income taxes under ASC topic 740, Income Taxes |
Stock-Based Compensation | Stock-Based Compensation ASC Topic 718, Accounting for Stock-Based Compensation |
Fair value of financial instruments | 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 Companys 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 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, 2015 or December 31, 2014. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the nine months ended September 30, 2015 or 2014. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, which creates ASC Topic 606, Revenue from Contracts with Customers Revenue Recognition Revenue RecognitionConstruction-Type and Production-Type Contracts Other Assets and Deferred CostsContracts with Customers In June 2014, FASB issued ASU No. 2014-12, Compensation Stock Compensation (Topic 718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-12 on the Company's financial statements. In August 2014, FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern Specifically, the amendments (1) provide a definition of the term substantial doubt, managements plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of managements plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on the Companys financial statements. Management does not believe that any other recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Net loss per common share | 2015 2014 Shares underlying options outstanding 865,000 830,000 Shares underlying warrants outstanding 2,614,776 1,114,776 Total 3,479,776 1,944,776 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | 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 (663,416 ) 2.09 Forfeited - - Unvested share balance, December 31, 2014 6,091,992 $ 1.07 Granted 2,023,854 0.19 Vested (1,525,546 ) 1.32 Forfeited - - Unvested share balance, September 30, 2015 6,590,300 $ 0.74 |
Restatement (Tables)
Restatement (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Restatement | The net effect of the error and its restatement for the nine months ended September 30, 2015 is set forth as follows: As Net As Reported Change Restated Selling, general and administrative expenses $ 1,294,660 $ 337,532 $ 1,632,192 Total operating expenses $ 877,437 $ 337,532 $ 1,214,969 Net loss $ 1,007,003 $ 337,532 $ 1,344,535 Net loss available to common stockholders, basic and fully diluted $ 0.06 $ 0.02 $ 0.08 The net effect of the error and its restatement for the three months ended September 30, 2015 is set forth as follows: As Net As Reported Change Restated Selling, general and administrative expenses $ 312,629 $ 39,000 $ 351,629 Total operating expenses $ 372,629 $ 39,000 $ 411,629 Net loss $ 410,989 $ 39,000 $ 449,989 Net loss available to common stockholders, basic and fully diluted $ 0.02 $ 0.01 $ 0.03 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies - Net loss per common share (Details) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Accounting Policies [Abstract] | ||
Shares underlying options outstanding | 865,000 | 830,000 |
Shares underlying warrants outstanding | 2,614,776 | 1,114,776 |
Total | 3,479,776 | 1,944,776 |
Stockholders' Equity (Deficit22
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Compensation, Restricted Stock Activity - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Schedule of Share-based Compensation, Restricted Stock Activity [Abstract] | ||
Unvested share balance | 6,091,992 | 4,790,408 |
Weighted Average Grant Date Fair Value, balance | $ 1.07 | $ 1.45 |
Number of Shares, Granted | 2,023,854 | 1,965,000 |
Weighted Average Grant Date Fair Value, Granted | $ 0.19 | $ 0.49 |
Number of Shares, Vested | (1,525,546) | (633,419) |
Weighted Average Grant Date Fair Value, Vested | $ 1.32 | $ 2.09 |
Number of Shares, Forfeited | ||
Weighted Average Grant Date Fair Value, Forfeited |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Accumulated depreciation | $ 2,845 | $ 5,539 |
Allowance for doubtful accounts | $ 7,726 | $ 0 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Finished goods inventory | $ 0 | $ 308,708 |
Raw materials inventory | $ 0 | $ 136,620 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | May. 01, 2015 | |
Commitments and Contingencies | |||
Monthly office fee | $ 1,389 | ||
Liquidated damages | $ 1,515,076 | $ 1,515,076 | |
Charge to income | 1,775,862 | 1,775,862 | |
License fees | 260,786 | ||
Income | 2,253,085 | ||
Credit to income | 2,253,085 | $ 477,223 | |
Settlement fees | $ 60,000 |
Stockholders' Equity (Deficit26
Stockholders' Equity (Deficit) (Details) - USD ($) | Oct. 03, 2013 | Aug. 31, 2015 | Sep. 30, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Oct. 03, 2014 | Aug. 31, 2014 | May. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2013 | Mar. 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) | $ 0.001 | $ 0.001 | ||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 35,000 | |||||||||||||||
Proceeds from Issuance of Private Placement (in Dollars) | $ 150,000 | |||||||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ .255 | |||||||||||||||
Stock Repurchased During Period, Shares | 12,497 | |||||||||||||||
Stock Repurchased During Period, Value (in Dollars) | $ 11,372 | |||||||||||||||
Share-Based Compensation Arrangement By Share Based Payment Award Award Shares Which Vest Based Upon Certain Milestones | 2,026,884 | |||||||||||||||
Allocated Share-based Compensation Expense (in Dollars) | $ 857,669 | $ 2,853,881 | ||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $ 2,725,004 | $ 698,120 | ||||||||||||||
Compensation expense for advisory fees | 21,667 | |||||||||||||||
Consulting fees | 75,000 | |||||||||||||||
Shares that did not vest | 6,590,300 | 6,091,992 | 4,790,408 | |||||||||||||
Officers and Employees | ||||||||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share Based Payment Award Award Shares Which Vest Based Upon Certain Milestones | 2,023,854 | |||||||||||||||
Revenue Goals | $ 3,000,000 | |||||||||||||||
Private Placement | ||||||||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Proceeds from Issuance of Private Placement (in Dollars) | $ 150,000 | $ 1,819,832 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 750,000 | 2,016,483 | ||||||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ .91 | |||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 1,835,000 | |||||||||||||||
Warrants issued | 1,500,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ .40 | $ .91 | ||||||||||||||
Agreement with Mr. Ian Thompson | ||||||||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share Based Payment Award Award Shares Which Vest Based Upon Certain Milestones | 200,000 | |||||||||||||||
Shares issued for consulting work | 167,204 | |||||||||||||||
Consulting fees | $ 501,612 | $ 72,500 | ||||||||||||||
Shares that did not vest | 50,000 | |||||||||||||||
Shares pending cancellation due to lack of delivery of consideration and break of the agreement | 367,204 | |||||||||||||||
Strategic Business Distributorship Investor Relation And Sales And Sales Channel Advisory Services [Member] | ||||||||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Restricted Common Stock Granted to Advisors | 50,000 | |||||||||||||||
Advisory Services | ||||||||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Restricted Common Stock Granted to Advisors | 100,000 | |||||||||||||||
Compensation expense for advisory fees | $ 260,000 | |||||||||||||||
Warrants issued in connection with advisory fees | $ 82,418 | |||||||||||||||
Shares issued for consulting work | 1,234 | |||||||||||||||
Employee Stock Option | Long Term Incentive Equity Plan 2012 | ||||||||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Common Stock, Shares Authorized | 465,000 | 465,000 | 111,559 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,050,000 | |||||||||||||||
Restricted Stock | ||||||||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Common Stock, Shares Authorized | 226,485 | |||||||||||||||
Long Term Incentive Equity Plan 2012 | ||||||||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 620,000 | 210,000 | ||||||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 0.255 | $ 2.07 | ||||||||||||||
Stock Warrants | ||||||||||||||||
NOTE 6 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,114,776 | 1,114,776 | ||||||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ .91 | $ .91 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Aug. 31, 2014 | Jul. 31, 2013 | |
Stock Options granted | 35,000 | |||
Exercise price per share | $ .255 | |||
Compensation expense, recorded | $ 57,722 | $ 60,299 | ||
Total unrecognized compensation cost related to non-vested stock options | $ 72,781 | |||
Long Term Incentive Equity Plan 2012 | ||||
Stock Options granted | 620,000 | 210,000 | ||
Exercise price per share | $ 0.255 | $ 2.07 | ||
Last sale price, percentage | 115.00% | |||
Stock Warrants | ||||
Stock Options granted | 1,114,776 | |||
Exercise price per share | $ .91 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2015 | Oct. 01, 2015 | Aug. 31, 2015 | Jun. 30, 2015 | Jun. 15, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Common stock issued | 35,000 | |||||||
Common stock issued, value | $ 17,884 | $ 16,907 | ||||||
Common stock issued, per share | $ 0.001 | $ 0.001 | ||||||
Restricted, non-transferable Common Stock issued | 23,272 | |||||||
Restricted, non-transferable Common Stock issued, value | $ 37,000 | |||||||
Demand loans received | $ 24,000 | |||||||
Reduction in operating expenses | $ 337,532 | |||||||
CEO | ||||||||
Forgiveness of unpaid salaries | 15,000 | $ 239,500 | ||||||
COO | ||||||||
Forgiveness of unpaid salaries | 24,000 | $ 16,000 | ||||||
Controller | ||||||||
Forgiveness of unpaid salaries | $ 43,032 | |||||||
Common stock issued | 226,485 | |||||||
Revenue Goals | $ 3,000,000 | |||||||
Simpson Agreement | ||||||||
Base salary per month | $ 18,500 | $ 5,000 | ||||||
Common stock issued | 1,544,737 | |||||||
Revenue Goals | $ 3,000,000 | |||||||
Spinner Agreement | ||||||||
Base salary per month | $ 16,000 | $ 8,000 | ||||||
Common stock issued | 252,632 | |||||||
Revenue Goals | $ 3,000,000 | |||||||
Wyatts Torch Equity Partners, L.P. | ||||||||
Common stock issued | 750,000 | |||||||
Common stock issued, value | $ 150,000 | |||||||
Common stock issued, per share | $ 0.40 | |||||||
Warrants issued | 1,500,000 |
Restatement - Restatement (Deta
Restatement - Restatement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Selling, general and administrative expenses | $ 351,629 | $ 1,026,985 | $ 1,632,192 | $ 3,498,879 |
Total operating expenses | 411,629 | 1,280,597 | 1,214,969 | 3,936,731 |
Net loss | $ 449,989 | $ 1,291,204 | $ 1,344,535 | $ 3,941,648 |
Net loss available to common stockholders, basic and fully diluted | $ 0.03 | $ 0.08 | $ 0.08 | $ 0.27 |
As Reported | ||||
Selling, general and administrative expenses | $ 312,629 | $ 294,660 | ||
Total operating expenses | 372,629 | 877,437 | ||
Net loss | $ 410,989 | $ 1,007,003 | ||
Net loss available to common stockholders, basic and fully diluted | $ 0.02 | $ 0.06 | ||
Net Change | ||||
Selling, general and administrative expenses | $ 39,000 | $ 337,532 | ||
Total operating expenses | 39,000 | 337,532 | ||
Net loss | $ 39,000 | $ 337,532 | ||
Net loss available to common stockholders, basic and fully diluted | $ 0.01 | $ 0.02 | ||
As Restated | ||||
Selling, general and administrative expenses | $ 351,629 | $ 1,632,192 | ||
Total operating expenses | 411,629 | 1,214,969 | ||
Net loss | $ 449,989 | $ 1,344,535 | ||
Net loss available to common stockholders, basic and fully diluted | $ 0.03 | $ 0.08 |
Restatement (Details Narrative)
Restatement (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | |
Selling, general and administrative expenses | $ 351,629 | $ 1,026,985 | $ 1,632,192 | $ 3,498,879 | ||
Additional Paid-in Capital | 19,500,917 | 19,500,917 | $ 18,436,503 | |||
As Restated | ||||||
Selling, general and administrative expenses | 351,629 | 1,632,192 | ||||
Additional Paid-in Capital | 337,532 | 337,532 | ||||
Net Change | ||||||
Selling, general and administrative expenses | 39,000 | 337,532 | ||||
CEO | ||||||
Forgiveness of unpaid salaries | 15,000 | 15,000 | $ 239,500 | |||
CEO | As Restated | ||||||
Forgiveness of unpaid salaries | 254,500 | 254,500 | ||||
COO | ||||||
Forgiveness of unpaid salaries | 24,000 | 24,000 | $ 16,000 | |||
COO | As Restated | ||||||
Forgiveness of unpaid salaries | 40,000 | 40,000 | ||||
Controller | ||||||
Forgiveness of unpaid salaries | 43,032 | 43,032 | ||||
Controller | As Restated | ||||||
Forgiveness of unpaid salaries | $ 43,032 | $ 43,032 |