Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 18, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'ORIGINOIL INC | ' |
Entity Central Index Key | '0001419793 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 48,653,092 |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash | $1,298,576 | $507,355 |
Accounts receivable | 20,000 | 25,000 |
Work in process | 64,600 | 35,666 |
Prepaid expenses | 121,167 | 186,978 |
Other receivables | ' | 1,200 |
TOTAL CURRENT ASSETS | 1,504,343 | 756,199 |
PROPERTY & EQUIPMENT | ' | ' |
Machinery & equipment | 76,794 | 32,670 |
Furniture & fixtures | 27,056 | 27,056 |
Computer equipment | 29,789 | 28,824 |
Leasehold improvements | 94,914 | 94,914 |
GROSS PROPERTY & EQUIPMENT | 228,553 | 183,464 |
Less accumulated depreciation | -151,330 | -140,067 |
NET PROPERTY & EQUIPMENT | 77,223 | 43,397 |
OTHER ASSETS | ' | ' |
Investment | 20,000 | 20,000 |
Patents | 449,166 | 317,689 |
Trademark | 4,467 | 4,467 |
Security deposit | 9,650 | 9,650 |
TOTAL OTHER ASSETS | 483,283 | 351,806 |
TOTAL ASSETS | 2,064,849 | 1,151,402 |
Current Liabilities | ' | ' |
Accounts payable | 42,395 | 353,200 |
Accrued expenses | 175,564 | 376,846 |
Derivative liability | 2,677,675 | 355,526 |
Convertible promissory notes, net of discount of $866,649 and 237,965, respectively | 1,166,793 | 435,365 |
Unsecured notes payable, net of discount of $0 and $38,639, respectively | ' | 171,361 |
Total Current Liabilities | 4,062,427 | 1,692,298 |
Long Term Liabilities [Abstract] | ' | ' |
Convertible note payable, net of discount of $139,087 | 151,473 | ' |
Total Long Term Liabilities | 151,473 | ' |
TOTAL LIABILITIES | 4,213,900 | 1,692,298 |
SHAREHOLDERS' DEFICIT | ' | ' |
Preferred stock, $0.0001 par value; 25,000,000 authorized preferred shares | ' | ' |
Common stock, $0.0001 par value; 250,000,000 authorized common shares 43,552,023 and 17,967,545 shares issued and outstanding | 4,355 | 1,797 |
Additional paid in capital | 33,352,943 | 27,024,419 |
Accumulated deficit | -35,506,349 | -27,567,112 |
TOTAL SHAREHOLDERS' DEFICIT | -2,149,051 | -540,896 |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $2,064,849 | $1,151,402 |
Balance_Sheets_Parentheticals
Balance Sheets (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 43,552,023 | 17,967,545 |
Common stock, shares outstanding | 43,552,023 | 17,967,545 |
Convertible promissory notes | ' | ' |
Discount on debt (in dollars) | $727,562 | $237,965 |
Unsecured notes payable | ' | ' |
Discount on debt (in dollars) | 0 | 38,639 |
Convertible Promissory Note | ' | ' |
Discount on debt (in dollars) | $139,087 | ' |
Statements_Of_Operations_Unaud
Statements Of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Sales | $40,500 | $30,726 | $140,500 | $583,889 |
Cost of Goods Sold | 19,866 | 13,543 | 50,510 | 420,906 |
Gross Profit | 20,634 | 17,183 | 89,990 | 162,983 |
Operating Expenses | ' | ' | ' | ' |
Selling and general and administrative expenses | 1,689,260 | 1,310,532 | 3,349,921 | 4,024,066 |
Research and development | 318,244 | 152,978 | 755,595 | 590,416 |
Total Operating Expenses | 2,007,504 | 1,463,510 | 4,105,516 | 4,614,482 |
Loss before Depreciation and Amortization | -1,986,870 | -1,446,327 | -4,015,526 | -4,451,499 |
Depreciation & amortization expense | 4,508 | 3,401 | 11,263 | 10,203 |
Loss from Operations before Other Income/(Expenses) | -1,991,378 | -1,449,728 | -4,026,789 | -4,461,702 |
OTHER INCOME/(EXPENSE) | ' | ' | ' | ' |
Gain (Loss) on settlement of debt and extinguishment of derivative liability | 2,446,467 | ' | 2,310,953 | -838,728 |
Gain (Loss) on change in fair value of derivative liability | -1,343,167 | 30,696 | -3,543,781 | -14,716 |
Fair value of discounted warrants | -645,398 | ' | -704,575 | ' |
Commitment fee | -213,229 | ' | -997,893 | ' |
Foreign exchange loss | ' | -611 | ' | -2,838 |
Interest expense | -248,152 | -502,752 | -1,036,329 | -1,664,069 |
TOTAL OTHER INCOME/(EXPENSE) | -3,479 | -472,667 | -3,912,448 | -2,520,351 |
NET LOSS | ($1,994,857) | ($1,922,395) | ($7,939,237) | ($6,982,053) |
BASIC DILUTED LOSS PER SHARE | ($0.05) | ($0.16) | ($0.27) | ($0.69) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED | 41,620,654 | 12,211,940 | 29,367,986 | 10,136,415 |
Statement_Of_Shareholders_Defi
Statement Of Shareholders' Deficit (Unaudited) (USD $) | Preferred stock | Common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2012 | ' | $1,797 | $27,024,419 | ($27,567,112) | ($540,896) |
Balance (in shares) at Dec. 31, 2012 | ' | 17,967,545 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Common stock issued at prices of $0.125 and $0.25 per share for cash | ' | 1,227 | 2,266,315 | ' | 2,267,542 |
Common stock issued at prices of $0.125 and $0.25 per share for cash (in shares) | ' | 12,270,172 | ' | ' | ' |
Common stock issued for services at fair value ranging in prices between $0.31 and $0.63 | ' | 199 | 793,552 | ' | 793,751 |
Common stock issued for services at fair value ranging in prices between $0.31 and $0.63 (in shares) | ' | 1,991,198 | ' | ' | ' |
Common stock issued for conversion of debt (prices per share of $0.11 and $0.875) | ' | 1,051 | 1,850,735 | ' | 1,851,786 |
Common stock issued for conversion of debt (prices per share of $0.11 and $0.875) (in shares) | ' | 10,511,236 | ' | ' | ' |
Common stock issued upon exercise of warrants at fair value through a cashless exercise | ' | 33 | -33 | ' | ' |
Common stock issued upon exercise of warrants at fair value through a cashless exercise (in shares) | ' | 332,960 | ' | ' | ' |
Common stock issued for warrants at $0.25 per share for cash | ' | 48 | 119,681 | ' | 119,729 |
Common stock issued for warrants at $0.25 per share for cash (in shares) | ' | 478,912 | ' | ' | ' |
Fair Value Adjustment of Warrants | ' | ' | 645,398 | ' | 704,575 |
Beneficial conversion feature on note | ' | ' | 161,422 | ' | 161,422 |
Stock and warrant compensation cost | ' | ' | 432,277 | ' | 432,277 |
Net loss for the nine months ended September 30, 2013 | ' | ' | ' | -7,939,237 | -7,939,237 |
Balance at Sep. 30, 2013 | ' | $4,355 | $33,352,943 | ($35,506,349) | ($2,149,051) |
Balance (in shares) at Sep. 30, 2013 | ' | 43,552,023 | ' | ' | ' |
Statement_Of_Shareholders_Defi1
Statement Of Shareholders' Deficit (Unaudited) (Parentheticals) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Issue price of common stock issued for purchase warrants (in dollars per share) | $0.25 |
Minimum | ' |
Issue price of common stock issued for cash (in dollars per share) | $0.13 |
Issue price of common stock issued for services at fair value (in dollars per share) | $0.31 |
Issue price of common stock issued for conversion of debt (in dollars per share) | $0.11 |
Maximum | ' |
Issue price of common stock issued for cash (in dollars per share) | $0.25 |
Issue price of common stock issued for services at fair value (in dollars per share) | $0.63 |
Issue price of common stock issued for conversion of debt (in dollars per share) | $0.88 |
Common stock | Minimum | ' |
Issue price of common stock issued for services at fair value (in dollars per share) | $0.31 |
Common stock | Maximum | ' |
Issue price of common stock issued for services at fair value (in dollars per share) | $0.63 |
Statements_Of_Cash_Flows_Unaud
Statements Of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($7,939,237) | ($6,982,053) |
Adjustment to reconcile net loss to net cash used in operating activities | ' | ' |
Depreciation & amortization | 11,263 | 10,203 |
Common stock and warrants issued for services | 793,751 | 934,943 |
Stock compensation expense | 223,277 | 878,604 |
Loss on change in valuation of derivative liability | 3,543,781 | 14,716 |
Debt discount and beneficial conversion feature recognized as interest expense | 922,152 | 1,461,223 |
Gain on settlement of debt | -2,310,953 | 838,728 |
Common stock issued for incentive fees | ' | 21,000 |
Original issue discount amortized as interest | ' | 92,662 |
Non cash interest and commitment fee expense | 1,320,810 | ' |
Fair Value Adjustment of Warrants | 704,575 | ' |
(Increase) Decrease in: | ' | ' |
Accounts receivable | 5,000 | -80,726 |
Prepaid expenses | 65,811 | 536,981 |
Work in progress | -28,934 | 219,658 |
Other receivables | 1,200 | 15,427 |
Increase (Decrease) in: | ' | ' |
Accounts payable | -20,245 | -86,524 |
Accrued expenses | 7,718 | 15,289 |
Deferred income | ' | -278,163 |
NET CASH USED IN OPERATING ACTIVITIES | -2,989,484 | -2,378,141 |
CASH FLOWS USED FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of fixed assets | -45,089 | -12,500 |
Patent expenditures | -131,477 | -97,089 |
NET CASH USED IN INVESTING ACTIVITIES | -176,566 | -109,589 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from unsecured subordinated debt | ' | 1,579,578 |
Payments for unsecured debt | -10,000 | ' |
Proceeds from convertible promissory notes | 1,580,000 | ' |
Proceeds for issuance of common stock | 2,387,271 | 808,896 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,957,271 | 2,388,474 |
NET INCREASE/(DECREASE) IN CASH | 791,221 | -99,256 |
CASH BEGINNING OF PERIOD | 507,355 | 197,868 |
CASH END OF PERIOD | 1,298,576 | 98,612 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ' | ' |
Interest paid | ' | 5,262 |
Taxes paid | ' | ' |
Supplemental_Disclosures_Of_No
Supplemental Disclosures Of Non Cash Transactions (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Conversion of accounts payable into a long term convertible note | ' | $290,560 |
Extinguishment of fair value of derivative liability | ' | 1,378,774 |
Beneficial conversion | ' | 161,422 |
Fair Value of options issued to officer in prior year | ' | 209,000 |
Common stock issued for conversion of notes | $851,089 | $1,851,786 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended | |
Sep. 30, 2013 | ||
Basis Of Presentation [Abstract] | ' | |
Basis of Presentation | ' | |
1. | Basis of Presentation | |
The accompanying unaudited condensed financial statements of OriginOil, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. For further information refer to the financial statements and footnotes thereto included in the Company's Form 10-K for the year ended December 31, 2012. | ||
Going Concern | ||
The accompanying condensed financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying condensed financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. During the nine months ended September 30, 2013, the Company did not generate significant revenue, incurred a net loss of $7,939,237 and cash used in operations of $2,989,484. As of September 30, 2013, the Company had a working capital deficiency of $2,709,557 and a shareholders’ deficit of $2,149,051. These factors, among others raise substantial doubt about the Company’s ability to continue as a going concern. Our independent auditors, in their report on our audited financial statements for the year ended December 31, 2012 expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has obtained funds from its shareholders in the nine months ended September 30, 2013, and has standing purchase orders and open invoices with customers. Management believes this funding will continue from its’ current investors and has also obtained funding from new investors. Management believes the existing shareholders, the prospective new investors and future sales will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core business operations. |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICES | ||||||||||||||||
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
We recognize revenue upon delivery of equipment, provided that evidence of an arrangement exists, title, and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. Title to the equipment is transferred to the customer once the last payment is received. We record revenue as it is received, and the equipment has been fully accepted by the customer. Returns are based upon each rent-to-own agreement, and revenue would be adjusted based on a pro-rata basis on the unused months of quarterly payments. Generally, we extend credit to our customers and do not require collateral. We do not ship a product until we have either a purchase agreement or rental agreement signed by the customer with a payment arrangement. This is a critical policy, because we want our accounting to show only sales which have a final payment arrangement. | |||||||||||||||||
We also recognize revenue for services associated with the equipment setup, provided it is part of the rent-to-own agreement. | |||||||||||||||||
Cash and Cash Equivalent | |||||||||||||||||
The Company considers all highly liquid investments with an original maturity of six months or less to be cash equivalents. | |||||||||||||||||
Loss per Share Calculations | |||||||||||||||||
Loss per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. No shares for employee options or warrants were used in the calculation of the loss per share as they were all anti-dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the nine months ended September 30, 2013, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. | |||||||||||||||||
The fair value of the Company's common stock option grant is estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2013, the balances reported for cash, prepaid expenses, accounts payable, and accrued expenses approximate the fair value because of their short maturities. | |||||||||||||||||
We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. | |||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: | |||||||||||||||||
· | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | ||||||||||||||||
· | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | ||||||||||||||||
· | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | ||||||||||||||||
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at September 30, 2013: | |||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Other Asset | |||||||||||||||||
Investment | $ | 20,000 | $ | - | $ | - | $ | 20,000 | |||||||||
Total assets measured at fair value | $ | 20,000 | $ | - | $ | - | $ | 20,000 | |||||||||
Liabilities | |||||||||||||||||
Derivative Liability | $ | 2,677,675 | $ | - | $ | - | $ | 2,677,675 | |||||||||
Convertible Debenture, net of discount | 1,318,266 | - | - | 1,318,266 | |||||||||||||
Total liabilities measured at fair value | $ | 3,995,941 | $ | - | $ | - | $ | 3,995,941 | |||||||||
Use of Estimates | |||||||||||||||||
The preparation of the condensed financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing our stock options, warrants, convertible notes, and common stock issued for services, among other items. Actual results could differ from these estimates. | |||||||||||||||||
Reclassification | |||||||||||||||||
Certain expenses for the nine months ended September 30, 2012 were reclassified to agree with the classification for the current period. | |||||||||||||||||
Accounting for Derivatives | |||||||||||||||||
The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial 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 the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Black-Scholes-Merton option pricing models to value the derivative instruments at inception and on subsequent valuation dates. | |||||||||||||||||
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||
In January 2013, the FASB issued ASU 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This ASU clarifies which instruments and transactions are subject to the offsetting disclosure requirements established by ASU 2011-11. This guidance is effective for annual and interim reporting periods beginning January 1, 2013. We do not believe the adoption of this update will have a material effect on our financial position and results of operations. | |||||||||||||||||
On March 4, 2013, the FASB issued ASU 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity” (“ASU 2013-05”). ASU 2013-05 updates accounting guidance related to the application of consolidation guidance and foreign currency matters. This guidance resolves the diversity in practice about what guidance applies to the release of the cumulative translation adjustment into net income. This guidance is effective for interim and annual periods beginning after December 15, 2013. We do not believe the adoption of this update will have a material effect on our financial position and results of operations. | |||||||||||||||||
In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Loss, or a Tax Credit Carryforward Exists. Topic 740, Income Taxes, does not include explicit guidance on the financial statement presented of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. There is diversity in practice in the presentation of unrecognized tax benefits in those instances and the amendments in this update are intended to eliminate that diversity in practice. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Early adoption is permitted. We do not believe the adoption of this update will have a material effect on our financial position and results of operations. | |||||||||||||||||
Other accounting pronouncements did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Capital_Stock
Capital Stock | 9 Months Ended | |
Sep. 30, 2013 | ||
Capital Stock [Abstract] | ' | |
CAPITAL STOCK | ' | |
3. | CAPITAL STOCK | |
During the nine months ended September 30, 2013, the Company issued 1,991,198 shares of common stock for services with prices ranging from $0.25 up to $0.63 with a total fair value of $793,751. The shares issued were valued at the trading price at the date of the agreement. | ||
During the nine months ended September 30, 2013, the Company issued 494,020 shares of common stock of which 247,010 shares were associated with the settlement of a convertible promissory note for principal in the amount of $200,000 and interest in the amount of $16,134, and additional shares of 247,010 as an inducement to convert issued with the notes with a fair value of $123,946 based upon the trading price of our common stock at the date of the agreement. | ||
During the nine months ended September 30, 2013, the Company issued 10,017,216 shares of common stock for the settlement of convertible promissory notes in an aggregate principal amount of $1,527,840 based upon a conversion price of $0.11 up to $0.875. | ||
During the nine months ended September 30, 2013, the Company issued 332,960 shares of common stock in exchange for a cashless exercise of 454,911 purchase warrants. | ||
During the nine months ended September 30, 2013, the Company issued 478,912 shares of common stock upon exercise of the purchase warrants in the amount of 478,912 for cash in the amount of $119,729. | ||
During the nine months ended September 30, 2013, the Company received proceeds for issuance of common stock for cash of $2,267,542 for the purchase of 12,270,172 shares of common stock at prices per share ranging from $0.12 to $0.25. Included in the purchase are one-year warrants to purchase an aggregate of 13,192,750 shares of common stock, three-year warrants to purchase an aggregate of 11,762,547 shares of common stock and five-year warrants to purchase an aggregate of 17,230,775 shares of common stock. Each warrant is exercisable at a price per share between $0.15 up to $0.25 subject to adjustment for stock splits, dividends, distributions, recapitalizations and the like. |
Options_and_Warrants
Options and Warrants | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||
Stocks and Warrants [Abstract] | ' | ||||||||||||||||||||||
OPTIONS AND WARRANTS | ' | ||||||||||||||||||||||
4 | OPTIONS AND WARRANTS | ||||||||||||||||||||||
Options | |||||||||||||||||||||||
The Board of Directors adopted the OriginOil, Inc., 2009 Incentive Stock Option Plan (the “2009 Plan”) for the purposes of granting stock options to its employees and others providing services to the Company, which reserves and sets aside for the granting of options for Five Hundred Thousand (500,000) shares of Common Stock. | |||||||||||||||||||||||
On May 25, 2012, the Board of Directors adopted a new OriginOil, Inc., 2012 Incentive Stock Option Plan (the “2012 Plan”) for the purposes of granting stock options to its employees and others providing services to the Company, which reserves and sets aside for the granting of options for One Million (1,000,000) shares of Common Stock. Options granted under these Plans may be either incentive options or nonqualified options and shall be administered by the Company's Board. Each Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective option agreements may provide. Notwithstanding any other provision of the Plan or of any option agreement, each Option shall expire on the date specified in the option agreement, which date shall not be later than the tenth (10th) anniversary from the effective date of grant. | |||||||||||||||||||||||
On June 14, 2013, the Board of Directors adopted a new OriginOil, Inc., 2013 Incentive Stock Option Plan (the “2013 Plan”) for the purposes of granting stock options to its employees and others providing services to the Company, which reserves and sets aside for the granting of options for Four Million (4,000,000) shares of Common Stock. Options granted under the Plan may be either incentive options or nonqualified options and shall be administered by the Company's Board. Each Option shall state the number of shares to which it pertains. The exercise price will be determined by the holders percentage owned as follows: If the holder owns more than 10% of the total combined voting power or value of all classes of stock of the Company, then the exercise price will be no less than 110% of the fair market value of the stock as of the date of grant; if the person is not a 10% holder, then the exercise price will be no less than 100% of the fair market value of the stock as of the date of grant. Notwithstanding any other provision of the 2013 Plan or of any option agreement, each Option shall expire on the date specified in the option agreement, which date shall not be later than the tenth (10th) anniversary from the date of grant. If the status of an employee terminates for any reason other than disability or death, then the Optionee or their representative shall have the right to exercise the portion of any Options which were exercisable as of the date of such termination, in whole or in part, not less than 30 days nor more than three (3) months after such termination. | |||||||||||||||||||||||
With respect to Non-statutory Options granted to employees, directors or consultants, the Board or Committee may specify such period for exercise that the Option shall automatically terminate following the termination of employment or services as to shares covered by the Option as the Board or Committee deems reasonable and appropriate. | |||||||||||||||||||||||
During the nine months ended September 30, 2013, the Company granted 533,498 incentive stock options to employees with an estimated fair value of approximately $122,705 using the Black-Scholes-Merton calculation. The options are exercisable at $0.41/share, vest monthly after 90 days from grant date over a period of five (5) years and expire in ten (10) years from the date of grant. During the period ended September 30, 2013, the Company recognized compensation costs of $1,076 based on the fair value of options that vested. | |||||||||||||||||||||||
During the nine months ended September 30, 2013, the Company granted 2,532,665 Non-statutory stock options under the 2013 Stock Option Plan to employees and board of directors with an estimated fair value of approximately $582,513 using the Black-Scholes-Merton calculation. The options are exercisable at $0.38/share up to $0.44/share, vest over a period of five (5) and expire in ten (10) years from the date of grant. During the period ended September 30, 2013, the Company recognized compensation costs of $34,472 based on the fair value of options that vested. | |||||||||||||||||||||||
During the nine months ended September 30, 2013, the Company granted 500,000 options under the 2013 Stock Option Plan to an employee with an estimated fair value of approximately $70,000 using the Black-Scholes-Merton calculation. The options are exercisable at $0.29/share, vest immediately and expire in five (5) years from the date of grant. During the period ended September 30, 2013, the Company recognized compensation costs of $70,000 based on the fair value of options that vested. | |||||||||||||||||||||||
During the nine months ended September 30, 2013, the Company recorded $117,729 of compensation cost based on the vesting of the options granted to employees, directors and consultants in prior periods. Future unamortized compensation expense on the unvested outstanding options at September 30, 2013 is approximately $961,818. | |||||||||||||||||||||||
In fiscal 2012, the Board of Directors agreed to grant an officer of the Company options to purchase 759,645 shares of common stock at $0.43 per share. Upon grant, the options vested immediately and will expire in 5 years. Total fair value of the options granted amounted $209,000 determined using the Black-Scholes Option Pricing Model and was recorded in 2012 and reflected in compensation cost and as due to officer which is included as part of Accrued Expenses in the accompanying Balance Sheet. In April 2013, the Board formally approved the issuance of the 759,645 options and the amount was reclassified from due to officer to Additional Paid in Capital. | |||||||||||||||||||||||
A summary of the Company’s stock option activity and related information follows: | |||||||||||||||||||||||
30-Sep-13 | |||||||||||||||||||||||
Weighted | |||||||||||||||||||||||
Number | average | ||||||||||||||||||||||
of | exercise | ||||||||||||||||||||||
Options | price | ||||||||||||||||||||||
Outstanding, beginning of period | 465,294 | $ | 1.67 | ||||||||||||||||||||
Granted | 4,325,808 | 0.41 | |||||||||||||||||||||
Exercised | - | - | |||||||||||||||||||||
Forfeited/Expired | (6,459 | ) | - | ||||||||||||||||||||
Outstanding, end of period | 4,784,643 | $ | 0.52 | ||||||||||||||||||||
Exercisable at the end of period | 1,563,696 | $ | 0.57 | ||||||||||||||||||||
Weighted average fair value of | |||||||||||||||||||||||
options granted during the period | $ | 0.41 | |||||||||||||||||||||
The weighted average remaining contractual life of options outstanding issued under the 2009 Plan, 2012 Plan, and 2013 Plan as of September 30, 2013 was as follows: | |||||||||||||||||||||||
Weighted | Weighted | Weighted | |||||||||||||||||||||
Average | Average | Average | |||||||||||||||||||||
Stock | Stock | Remaining | Exercise Price | Exercise Price | |||||||||||||||||||
Exercisable | Options | Options | Contractual | of Options | of Options | ||||||||||||||||||
Prices | Outstanding | Exercisable | Life (years) | Outstanding | Exercisable | ||||||||||||||||||
$ | 7.2 | 1,667 | 1,261 | 1.98 | $ | 0.46 | $ | 0.46 | |||||||||||||||
$ | 4.5 | 33,334 | 15,451 | 2.15 | $ | 0.53 | $ | 0.53 | |||||||||||||||
$ | 6 | 16,500 | 10,431 | 2.23 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 4.2 | 13,334 | 6,530 | 2.79 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 5.15 | 10,000 | 4,685 | 2.88 | |||||||||||||||||||
$ | 1.7 | 4,000 | 1,750 | 3.01 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 0.89 | 60,000 | 18,719 | 8.76 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 0.89 | 200,000 | 58,230 | 8.84 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 0.89 | 120,000 | 32,439 | 8.93 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 0.43 | 759,645 | 759,645 | 9.54 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 0.43 | 500,000 | 500,000 | 9.76 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 0.41 | 533,498 | 4,677 | 9.96 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 0.44 | 599,999 | 35,508 | 9.96 | |||||||||||||||||||
$ | 0.38 | 1,932,666 | 114,370 | 9.96 | |||||||||||||||||||
4,784,643 | 1,563,696 | ||||||||||||||||||||||
Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the financial statements of operations during the nine months ended September 30, 2013, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of September 30, 2013 based on the grant date fair value estimated. | |||||||||||||||||||||||
Warrants | |||||||||||||||||||||||
During the nine months ended September 30, 2013, in conjunction with the Company’s issuance of shares of common stock for cash, the Company granted warrants to purchase a total of 37,427,384 shares of our common stock. Each warrant is exercisable at a price per share between $0.15 up to $0.25 subject to adjustment for stock splits, dividends, distributions, recapitalizations and the like and will expire in one up to five years from date of grant (see Note 3). | |||||||||||||||||||||||
During the nine months ended September 30, 2013, a total of 933,824 purchase warrants were exercised for a total of 811,872 shares of common stock (see Note 3). | |||||||||||||||||||||||
During the nine months ended September 30, 2013, the Company amended the exercise price of approximately 4,308,000 warrants issued in 2012, from $0.65 per share to $0.25 per share. The Company calculated the change in fair value of the warrants before and after the modification using the Black Scholes Pricing Option Model and recorded an expense in the statements of operations during the nine months ended September 30, 2013 amounted to $704,575. | |||||||||||||||||||||||
A summary of the Company’s warrant activity and related information follows: | |||||||||||||||||||||||
30-Sep-13 | |||||||||||||||||||||||
Weighted | |||||||||||||||||||||||
average | |||||||||||||||||||||||
exercise | |||||||||||||||||||||||
Options | price | ||||||||||||||||||||||
Outstanding -beginning of period | 7,098,104 | $ | 0.79 | ||||||||||||||||||||
Granted | 37,883,896 | 0.2 | |||||||||||||||||||||
Exercised | (933,824 | ) | 0.3 | ||||||||||||||||||||
Forfeited | (857,805 | ) | 1.26 | ||||||||||||||||||||
Outstanding - end of period | 43,190,371 | $ | 0.31 | ||||||||||||||||||||
At September 30, 2013, the weighted average remaining contractual life of warrants outstanding: | |||||||||||||||||||||||
Weighted | |||||||||||||||||||||||
Average | |||||||||||||||||||||||
Remaining | |||||||||||||||||||||||
Exercisable | Warrants | Warrants | Contractual | ||||||||||||||||||||
Prices | Outstanding | Exercisable | Life (years) | ||||||||||||||||||||
$ | 9.3 | 223,338 | 223,338 | 0.75 | |||||||||||||||||||
$ | 10.2 | 28,335 | 28,335 | 0.88 | |||||||||||||||||||
$ | 9 | 9,168 | 9,168 | 1.06 | |||||||||||||||||||
$ | 8.7 | 3,334 | 3,334 | 1.12 | |||||||||||||||||||
$ | 8.4 | 667 | 667 | 1.33 | |||||||||||||||||||
$ | 8.7 | 5,000 | 5,000 | 1.66 | |||||||||||||||||||
$ | 5.7 | 7,334 | 7,334 | 1.84 | |||||||||||||||||||
$ | 4.5 | 3,334 | 3,334 | 1.95 | |||||||||||||||||||
$ | 4.2 | 8,334 | 8,334 | 1.98 | |||||||||||||||||||
$ | 4.2 | 33,334 | 33,334 | 1.99 | |||||||||||||||||||
$ | 3.6 | 8,334 | 8,334 | 2.08 | |||||||||||||||||||
$ | 4.5 | 33,334 | 33,334 | 2.15 | |||||||||||||||||||
$ | 4.2 | 13,335 | 13,335 | 2.16 | |||||||||||||||||||
$ | 6 | 133,334 | 133,334 | 2.23 | |||||||||||||||||||
$ | 6 | 33,334 | 33,334 | 2.24 | |||||||||||||||||||
$ | 6.3 | 8,334 | 8,334 | 2.47 | |||||||||||||||||||
$ | 5.7 | 4,001 | 4,001 | 2.5 | |||||||||||||||||||
$ | 6.9 | 33,334 | 33,334 | 2.71 | |||||||||||||||||||
$ | 6.9 | 33,334 | 33,334 | 2.96 | |||||||||||||||||||
$ | 1.9 | 80,000 | 80,000 | 3.01 | |||||||||||||||||||
$ | 6.9 | 33,334 | 33,334 | 3.21 | |||||||||||||||||||
$ | 1.47 | 260,000 | 260,000 | 3.57 | |||||||||||||||||||
$ | 0.65 | 80,000 | 80,000 | 3.86 | |||||||||||||||||||
$ | 0.65 | 20,000 | 20,000 | 4.05 | |||||||||||||||||||
$ | 0.65 | 50,000 | 50,000 | 4.08 | |||||||||||||||||||
$ | 0.25 | 124,000 | 124,000 | 4.5 | |||||||||||||||||||
$ | 0.25 | 250,000 | 47,500 | 4.79 | |||||||||||||||||||
$ | 0.25 | 57,692 | 8,654 | 4.97 | |||||||||||||||||||
$ | 0.89 | 100,000 | 100,000 | 9.13 | |||||||||||||||||||
$ | 0.15 - 0.65 | 41,512,493 | 41,512,493 | 0.01 - 4.70 | |||||||||||||||||||
43,190,371 | 42,938,833 | ||||||||||||||||||||||
Unsecured_Promissory_Notes
Unsecured Promissory Notes | 9 Months Ended |
Sep. 30, 2013 | |
Unsecured Debt [Abstract] | ' |
UNSECURED PROMISSORY NOTES | ' |
5. UNSECURED PROMISSORY NOTES | |
In January 2012, the Company issued its “January 2012 Notes” for gross proceeds of $1,669,828. The notes matured in one year upon issuance, accrued interest at 8% per annum and were payable on the conversion date and/or at maturity. The January 2012 Notes were also redeemable by the Company, at the holder’s option, at maturity at a redemption price of 112% of the outstanding principal plus accrued and unpaid interest. At December 31, 2012, the January 2012 Notes had an aggregate remaining principal amount of $210,000. | |
During the period ended September 30, 2013, the Company issued 494,020 shares of common stock in conversion of a principal amount of $200,000, with 247,010 upfront shares for a fair value of $123,946. The remaining $10,000 was paid in cash to the holder. As a result of the settlement, the Company recognized a loss of $123,946 to account for the fair value of the shares of common stock issued which was recorded as part of the gain and loss on settlement of debt in the accompanying Statement of Operations. | |
The aggregate principal amount outstanding at September 30, 2013 was $0. |
Convertable_Promissory_Notes
Convertable Promissory Notes | 9 Months Ended |
Sep. 30, 2013 | |
Convertible Promissory Notes [Abstract] | ' |
CONVERTIBLE PROMISORY NOTES | ' |
6. CONVERTIBLE PROMISSORY NOTES | |
June 2012 Convertible Promissory Notes | |
On June 20, 2012, the Company received an initial advance of $100,000 in consideration for the issuance of a note in the principal amount of $400,000 on a securities purchase agreements entered into for the sale of a 10% convertible promissory note, with an aggregate sum of $400,000, plus warrants to purchase an aggregate of up to 615,384 shares of the Company’s common stock at a purchase price of $0.65 per share. At closing, which took place simultaneously with execution of the securities purchase agreement, the Company issued the note with an outstanding principal sum of $100,000 together with a warrant to purchase 153,846 shares of the Company’s common stock. Under the terms of the securities purchase agreement, the investor had the option to advance an additional $300,000 in principal under the note and receive further warrants to purchase an aggregate of up to 461,538 shares of the Company’s common stock. The note originally matured six months from the date of each purchase made under the note, and bore interest at a rate of 10% per annum, which increased to 15% when the note was not repaid by September 18, 2012. The Note was originally convertible into shares of the Company’s common stock at a conversion price of $0.65. The warrants may be exercised at any time for a period of four years from the date of issuance at an exercise price of $0.65. | |
On February 15, 2013, the Company and the lender entered into an amendment to the note providing for, among other things, an extension of the maturity date of the note until July 21, 2013 and the amendment of the conversion price of the note to the lesser of $0.65 or 70% of the average of the three lowest closing prices in the 25 trading days previous to a conversion., During the month of June, 2013, the lender advanced another $100,000 under the securities purchase agreement, bringing the total outstanding principal due under the note to $300,000. Simultaneous therewith, the Company issued to the lender a warrant to purchase 153,846 shares of the Company's common stock. During the nine months ended September 30, 2013, the lender converted $124,208 of the convertible notes, plus accrued interest of $15,000, leaving a remaining principal balance of $175,792. During the nine months ended September 30, 2013, the Company recognized interest expense of $30,000. | |
March 2013 Convertible Promissory Notes | |
As of March 31, 2013, the Company had issued convertible promissory notes to various investors in an aggregate principal amount of $665,000 with an original issue discount of $221,665. The convertible notes were originally convertible into the common stock of the Company at conversion prices ranging from $0.4375 to $0.65. As a result of most favored nations protection accorded to the convertible notes, the conversion price of the convertible notes is the lesser of $0.50 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price of common stock on any trading day after issuance of the convertible notes. The maturity dates of the notes are ninety (90) days from their effective date, with a one-time aggregate interest charge of $31,332, which will be amortized over ninety (90) days and recorded as interest expense. If the convertible notes are not repaid on maturity, then the maturity date shall be automatically extended for up to three further 30 day periods and an extension fee of 25% of the then outstanding principal, interest and other fees shall be added to the principal amount of the notes at the end of each 30 day period that the convertible notes are still outstanding. The convertible notes issued in February and March, 2013, to various investors in an aggregate principal amount of $235,000, with an aggregate original issue discount of $78,333, provide that for as long as the convertible notes or other convertible notes in effect between the purchaser and the Company are outstanding, if the Company issues any security with terms more favorable than the terms of the convertible notes or such other convertible notes or a term was not similarly provided to the purchaser of the convertible notes or such other convertible notes, then such more favorable or additional term shall, at the purchaser’s option, become part of the convertible notes and such other convertible notes. | |
During the nine months ended September 30, 2013, the lenders converted principal of $405,000 plus original issue discount of 201,667, accrued interest and extension fees for an aggregate amount of $764,991. As of September 30, 2013, the remaining principal balance plus the original issue discount, accrued interest and fees was $601,562. | |
May 2013 Convertible Promissory Notes | |
On May 1, 2013, the Company issued convertible notes in an aggregate principal amount of $125,000. The notes mature six (6) months from the date of issuance and bear interest at 10% per annum. The notes may be converted into shares of the Company’s common stock at a conversion price of the lesser of $0.50 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the notes. The Company has the right to enforce a conversion floor price of $0.40 per share. If the Company elects to enforce the conversion floor price, then the lender will incur a conversion loss, which the Company must make whole by paying the amount of the conversion loss by cash payment, and any such cash payment must be made by the third day from the time of the conversion notice. The notes include customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In addition, for as long as the notes or other convertible notes in effect between the purchaser and the Company are outstanding, if the Company issues any security with terms more favorable than the terms of the notes or such other convertible notes or a term was not similarly provided to the purchaser of the notes or such other convertible notes, then such more favorable or additional term shall, at the purchaser’s option, become part of the notes and such other convertible notes. As of September 30, 2013 the remaining principal balance was $125,000. During the nine months ended September 30, 2013, the Company recognized interest expense of $5,205. | |
On May 21, 2013, the Company entered into a convertible promissory note for the payment of an accounts payable in the amount of $290,560. The note bears no interest and matures on December 31, 2015. The Company may pay the note in full on or before the maturity date without penalty. The note may be converted into common shares of the Company’s common stock at a conversion price of 75% of the average lowest three (3) last sale prices during the 25 trading days immediately preceding the date of delivery. As the conversion price of the note was less than the market price of the Company common stock at the date of its issuance, the Company determined that the note contained a beneficial conversion feature of 161,422. The note’s beneficial conversion feature is considered as debt discount and is being amortized over the life of the Note. Amortization of debt discount for the nine months ended September 30, 2013 was $22,335. | |
On May 28, 2013, the Company issued convertible note with an aggregate principal amount of $255,000. The note is unsecured and matures six (6) months from the date of issuance and bears interest at 10% per annum. The note may be converted into shares of the Company’s common stock at a conversion price of the lesser of $0.45 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the note. The Company has the right to enforce a conversion floor price of $0.40 per share. If the Company elects to enforce the conversion floor price, then the lender will incur a conversion loss, which the Company must make whole by paying the amount of the conversion loss by cash payment, and any such cash payment must be made by the third day from the time of the conversion notice. The note includes customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In addition, for as long as the note or other convertible notes in effect between the purchaser and the Company are outstanding, if the Company issues any security with terms more favorable than the terms of the notes or such other convertible notes or a term was not similarly provided to the purchaser of the notes or such other convertible notes, then such more favorable or additional term shall, at the purchaser’s option, become part of the notes and such other convertible notes. As of September 30, 2013, the remaining principal balance was $255,000 was still outstanding. During the nine months ended September 30, 2013, the Company recognized interest expense of $8,663. | |
July 2013 Convertible Promissory Note | |
On July 16, 2013, the Company issued convertible note with an aggregate principal amount of $255,000. The note is unsecured, and matures nine (9) months from the date of issuance and bears interest at 10% per annum. At the sole option of the lender, the lender may modify the maturity date to be twelve (12) months from the effective date. The note may be converted into shares of the Company’s common stock at a conversion price of the lesser of $0.40 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the note. The Company has the right to enforce a conversion floor price of $0.35 per share. If the Company elects to enforce the conversion floor price, then the lender will incur a conversion loss, which the Company must make whole by paying the amount of the conversion loss by cash payment, and any such cash payment must be made by the third day from the time of the conversion notice. The note includes customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In addition, for as long as the note or other convertible notes in effect between the purchaser and the Company are outstanding, if the Company issues any security with terms more favorable than the terms of the notes or such other convertible notes or a term was not similarly provided to the purchaser of the note or such other convertible notes, then such more favorable or additional term shall, at the purchaser’s option, become part of the notes and such other convertible notes. As of September 30, 2013, the remaining principal balance of $255,000 was still outstanding. During the nine months ended September 30, 2013, the Company recognized interest expense of $5,310. | |
August 2013 Convertible Promissory Notes | |
On August 28, 2013, the Company issued convertible note with an aggregate principal amount of $255,000. The note is unsecured and matures nine (9) months from the date of issuance and bears interest at 10% per annum. At the sole option of the lender, the lender may modify the maturity date to be twelve (12) months from the effective date. The note may be converted into shares of the Company’s common stock at a conversion price of the lesser of $0.35 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the note. The Company has the right to enforce a conversion floor price of $0.30 per share. If the Company elects to enforce the conversion floor price, then the lender will incur a conversion loss, which the Company must make whole by paying the amount of the conversion loss by cash payment, and any such cash payment must be made by the third day from the time of the conversion notice. The note includes customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In addition, for as long as the note or other convertible notes in effect between the purchaser and the Company are outstanding, if the Company issues any security with terms more favorable than the terms of the notes or such other convertible notes or a term was not similarly provided to the purchaser of the note or such other convertible notes, then such more favorable or additional term shall, at the purchaser’s option, become part of the notes and such other convertible notes. As of September 30, 2013, the remaining principal balance of $255,000 was still outstanding. During the nine months ended September 30, 2013, the Company recognized interest expense of $2,305. | |
September 2013 Convertible Promissory Notes | |
On September 27, 2013, the Company issued a convertible note with an aggregate principal amount of $255,000. The note is unsecured and matures nine (9) months from the date of issuance and bears interest at 10% per annum. At the sole option of the lender, the lender may modify the maturity date to be twelve (12) months from the effective date. The note may be converted into shares of the Company’s common stock at a conversion price of the lesser of $0.40 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the note. The Company has the right to enforce a conversion floor price of $0.35 per share. If the Company elects to enforce the conversion floor price, then the lender will incur a conversion loss, which the Company must make whole by paying the amount of the conversion loss by cash payment, and any such cash payment must be made by the third day from the time of the conversion notice. The notes include customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In addition, for as long as the note or other convertible notes in effect between the purchaser and the Company are outstanding, if the Company issues any security with terms more favorable than the terms of the note or such other convertible note or a term was not similarly provided to the purchaser of the note or such other convertible notes, then such more favorable or additional term shall, at the purchaser’s option, become part of the note and such other convertible notes. As of September 30, 2013, the remaining principal balance of $255,000 was still outstanding. During the nine months ended September 30, 2013, the Company recognized interest expense of $210. | |
The agreements governing the Convertible Notes discussed above, excluding the convertible note date May 21, 2013 of $290,560, includes an anti-dilution provision that allows for the automatic reset of the conversion price upon any future sale of the Company’s common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the current conversion price of the Amended Notes or exercise price of the warrants issued with the Convertible Notes. The Company considered the current FASB guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability or whether or not within the issuers’ control, means the instrument is not indexed to the issuers own stock. Accordingly, the Company determined that the conversion price of the Convertible Notes are not a fixed amount because they are subject to fluctuation based on the occurrence of future offerings or events. As a result, the Company determined that the conversion features are not considered indexed to the Company’s own stock and characterized the initial fair value of these warrants as derivative liabilities upon issuance. The Company determined the aggregate initial fair value of the embedded beneficial conversion feature of the Conversion Notes issued during the period ended September 30, 2013 to be $2,033,406. These amounts were determined by management with the use of weighted average Black-Scholes Merton option pricing model. As such, the Company recorded a$1,371,705 valuation discount upon issuance of the notes. The Company is amortizing this valuation discount to interest expense over the life of the notes. During the nine month ended September 30, 2013 the Company included in interest relating to the amortization of this discount, and as of September 30, 2013 and December 31, 2012, the unamortized balance of the note discount was $727,562 and $276,604, respectively. |
Derivative_Liabilities
Derivative Liabilities | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Derivative Liability [Abstract] | ' | ||||
Derivatives and Fair Value | ' | ||||
7. DERIVATIVE LIABILITIES | |||||
In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. Under the authoritative guidance, effective January 1, 2009, instruments which did not have fixed settlement provisions were deemed to be derivative instruments. As a result, certain convertible notes issued related to the private placement described in Notes 6 do not have fixed settlement provisions because their conversion prices may be lowered if the Company issues securities at lower prices in the future. The conversion feature has been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. At December, 31, 2012, the outstanding fair value of the convertible notes accounted as derivative liabilities amounted to $355,526. | |||||
During the period ended September 30, 2013, as a result of convertible notes (“Note”) we issued that were accounted for as derivative liabilities, we determined that the fair value of the conversion feature of the convertible notes at issuance was $2,033,406, based upon a Black-Sholes-Merton calculation. We recorded the full value of the derivative as a liability at issuance with an offset to valuation discount, which will be amortized over the life of the Notes. As the aggregate fair value of these liabilities of $2,033,406 exceeded the aggregate Note value of $1,580,000, the excess of the liability over the Note value of $453,406 was considered as a cost of the private placement and reported in the accompanying Statement of Operation as part of the change in derivative liability. | |||||
During the period ended September 30, 2013, approximately $779,208 convertible notes were converted. As a result of the conversion of these notes, the Company recorded a gain of $2,310,953 due to the extinguishment of the corresponding derivative liability. Furthermore, during the period ended September 30, 2013, the Company recognized a loss of $3,543,781 to account for the change in fair value of the derivative liabilities. At September 30, 2013, the fair value of the derivative liability was $2,677,675. | |||||
For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: | |||||
Risk free interest rate | .05% - .72 | % | |||
Stock volatility factor | 29.13% - 86.88 | % | |||
Weighted average expected option life | 6 months - 4 years | ||||
Expected dividend yield | None | ||||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
8. SUBSEQUENT EVENTS | |
Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855, and reported the following: | |
Between October 1, 2013 and October 28, 2013, a Lender under a prior securities purchase agreement, converted an aggregate principal and interest amount of $90,792 into an aggregate of 551,507 shares of the Company’s common stock. | |
Between October 1, 2013 and October 29, 2013, holders of original issuance discount convertible promissory notes issued between December 2012 and March 2013 in the aggregate principal, fees and interest amount of $315,105, converted the notes in full into an aggregate of 2,931,214 shares of the Company’s common stock. | |
Between October 7, 2013 and October 23, 2013, holders of warrants to purchase up to an aggregate of 154,924 shares of the Company’s common stock at an exercise price of $0.25 per share delivered notices of election to partially exercise the warrants on a cash basis resulting in the issuance of 153,922 shares of the Company’s common stock for an aggregate purchase price of $38,481. | |
On October 30, 2013, the Company issued a Convertible Note (“Note”) with an aggregate principal amount of $255,000. The Note matures nine (9) months from the date of issuance and bears interest at 10% per annum. The Note may be converted into shares of the Company’s common stock at a conversion price of the lesser of $0.30 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the Note. The Note includes customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In the event of default under the Note, the Company shall be required to repay a mandatory default amount in cash equal to 150% of the outstanding principal amount of the Note plus accrued and unpaid interest and other fees due thereon and such mandatory default amount shall bear interest at 10% per annum. In addition, for as long as the Note or other convertible notes in effect between the purchaser and the Company are outstanding, if the Company issues any security with terms more favorable than the terms of the Note or such other convertible notes or a term was not similarly provided to the purchaser of the Note or such other convertible notes, then such more favorable or additional term shall, at the purchaser’s option, become part of the Note and such other convertible notes. | |
On November 1, 2013, holders of convertible promissory notes issued in May 2013 in the aggregate principal and interest amount of $131,301, converted the notes in full into an aggregate of 1,221,408 shares of the Company’s common stock. | |
During the subsequent period, the Company issued 243,016 shares of common stock for services at fair value of $72,374. |
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
We recognize revenue upon delivery of equipment, provided that evidence of an arrangement exists, title, and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. Title to the equipment is transferred to the customer once the last payment is received. We record revenue as it is received, and the equipment has been fully accepted by the customer. Returns are based upon each rent-to-own agreement, and revenue would be adjusted based on a pro-rata basis on the unused months of quarterly payments. Generally, we extend credit to our customers and do not require collateral. We do not ship a product until we have either a purchase agreement or rental agreement signed by the customer with a payment arrangement. This is a critical policy, because we want our accounting to show only sales which have a final payment arrangement. | |||||||||||||||||
We also recognize revenue for services associated with the equipment setup, provided it is part of the rent-to-own agreement. | |||||||||||||||||
Cash and Cash Equivalent | ' | ||||||||||||||||
Cash and Cash Equivalent | |||||||||||||||||
The Company considers all highly liquid investments with an original maturity of six months or less to be cash equivalents. | |||||||||||||||||
Loss per Share Calculations | ' | ||||||||||||||||
Loss per Share Calculations | |||||||||||||||||
Loss per Share dictates the calculation of basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. No shares for employee options or warrants were used in the calculation of the loss per share as they were all anti-dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the nine months ended September 30, 2013, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. | |||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. | |||||||||||||||||
The fair value of the Company's common stock option grant is estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2013, the balances reported for cash, prepaid expenses, accounts payable, and accrued expenses approximate the fair value because of their short maturities. | |||||||||||||||||
We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. | |||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: | |||||||||||||||||
· | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | ||||||||||||||||
· | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | ||||||||||||||||
· | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | ||||||||||||||||
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at September 30, 2013: | |||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Other Asset | |||||||||||||||||
Investment | $ | 20,000 | $ | - | $ | - | $ | 20,000 | |||||||||
Total assets measured at fair value | $ | 20,000 | $ | - | $ | - | $ | 20,000 | |||||||||
Liabilities | |||||||||||||||||
Derivative Liability | $ | 2,677,675 | $ | - | $ | - | $ | 2,677,675 | |||||||||
Convertible Debenture, net of discount | 1,318,266 | - | - | 1,318,266 | |||||||||||||
Total liabilities measured at fair value | $ | 3,995,941 | $ | - | $ | - | $ | 3,995,941 | |||||||||
Use of Estimates | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of the condensed financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing our stock options, warrants, convertible notes, and common stock issued for services, among other items. Actual results could differ from these estimates. | |||||||||||||||||
Reclassification | ' | ||||||||||||||||
Reclassification | |||||||||||||||||
Certain expenses for the nine months ended September 30, 2012 were reclassified to agree with the classification for the current period. | |||||||||||||||||
Accounting for Derivatives | ' | ||||||||||||||||
Accounting for Derivatives | |||||||||||||||||
The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial 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 the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Black-Scholes-Merton option pricing models to value the derivative instruments at inception and on subsequent valuation dates. | |||||||||||||||||
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |||||||||||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||
In January 2013, the FASB issued ASU 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This ASU clarifies which instruments and transactions are subject to the offsetting disclosure requirements established by ASU 2011-11. This guidance is effective for annual and interim reporting periods beginning January 1, 2013. We do not believe the adoption of this update will have a material effect on our financial position and results of operations. | |||||||||||||||||
On March 4, 2013, the FASB issued ASU 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity” (“ASU 2013-05”). ASU 2013-05 updates accounting guidance related to the application of consolidation guidance and foreign currency matters. This guidance resolves the diversity in practice about what guidance applies to the release of the cumulative translation adjustment into net income. This guidance is effective for interim and annual periods beginning after December 15, 2013. We do not believe the adoption of this update will have a material effect on our financial position and results of operations. | |||||||||||||||||
In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Loss, or a Tax Credit Carryforward Exists. Topic 740, Income Taxes, does not include explicit guidance on the financial statement presented of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. There is diversity in practice in the presentation of unrecognized tax benefits in those instances and the amendments in this update are intended to eliminate that diversity in practice. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Early adoption is permitted. We do not believe the adoption of this update will have a material effect on our financial position and results of operations. | |||||||||||||||||
Other accounting pronouncements did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of fair value of financial instruments | ' | ||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Other Asset | |||||||||||||||||
Investment | $ | 20,000 | $ | - | $ | - | $ | 20,000 | |||||||||
Total assets measured at fair value | $ | 20,000 | $ | - | $ | - | $ | 20,000 | |||||||||
Liabilities | |||||||||||||||||
Derivative Liability | $ | 2,677,675 | $ | - | $ | - | $ | 2,677,675 | |||||||||
Convertible Debenture, net of discount | 1,318,266 | - | - | 1,318,266 | |||||||||||||
Total liabilities measured at fair value | $ | 3,995,941 | $ | - | $ | - | $ | 3,995,941 | |||||||||
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Derivative Liability [Abstract] | ' | ||||
Schedule of Derivative Liabilities at Fair Value | ' | ||||
Risk free interest rate | .05% - .72 | % | |||
Stock volatility factor | 29.13% - 86.88 | % | |||
Weighted average expected option life | 6 months - 4 years | ||||
Expected dividend yield | None | ||||
Options_and_Warrants_Tables
Options and Warrants (Tables) | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||
Stocks and Warrants [Abstract] | ' | ||||||||||||||||||||||
Schedule of company's stock option activity and related information | ' | ||||||||||||||||||||||
30-Sep-13 | |||||||||||||||||||||||
Weighted | |||||||||||||||||||||||
Number | average | ||||||||||||||||||||||
of | exercise | ||||||||||||||||||||||
Options | price | ||||||||||||||||||||||
Outstanding, beginning of period | 465,294 | $ | 1.67 | ||||||||||||||||||||
Granted | 4,325,808 | 0.41 | |||||||||||||||||||||
Exercised | - | - | |||||||||||||||||||||
Forfeited/Expired | (6,459 | ) | - | ||||||||||||||||||||
Outstanding, end of period | 4,784,643 | $ | 0.52 | ||||||||||||||||||||
Exercisable at the end of period | 1,563,696 | $ | 0.57 | ||||||||||||||||||||
Weighted average fair value of | |||||||||||||||||||||||
options granted during the period | $ | 0.41 | |||||||||||||||||||||
Schedule of weighted average remaining contractual life of options outstanding issued under the plan | ' | ||||||||||||||||||||||
Weighted | Weighted | Weighted | |||||||||||||||||||||
Average | Average | Average | |||||||||||||||||||||
Stock | Stock | Remaining | Exercise Price | Exercise Price | |||||||||||||||||||
Exercisable | Options | Options | Contractual | of Options | of Options | ||||||||||||||||||
Prices | Outstanding | Exercisable | Life (years) | Outstanding | Exercisable | ||||||||||||||||||
$ | 7.2 | 1,667 | 1,261 | 1.98 | $ | 0.46 | $ | 0.46 | |||||||||||||||
$ | 4.5 | 33,334 | 15,451 | 2.15 | $ | 0.53 | $ | 0.53 | |||||||||||||||
$ | 6 | 16,500 | 10,431 | 2.23 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 4.2 | 13,334 | 6,530 | 2.79 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 5.15 | 10,000 | 4,685 | 2.88 | |||||||||||||||||||
$ | 1.7 | 4,000 | 1,750 | 3.01 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 0.89 | 60,000 | 18,719 | 8.76 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 0.89 | 200,000 | 58,230 | 8.84 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 0.89 | 120,000 | 32,439 | 8.93 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 0.43 | 759,645 | 759,645 | 9.54 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 0.43 | 500,000 | 500,000 | 9.76 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 0.41 | 533,498 | 4,677 | 9.96 | $ | 0.36 | $ | 0.36 | |||||||||||||||
$ | 0.44 | 599,999 | 35,508 | 9.96 | |||||||||||||||||||
$ | 0.38 | 1,932,666 | 114,370 | 9.96 | |||||||||||||||||||
4,784,643 | 1,563,696 | ||||||||||||||||||||||
Schedule of company's warrant activity and related information | ' | ||||||||||||||||||||||
30-Sep-13 | |||||||||||||||||||||||
Weighted | |||||||||||||||||||||||
average | |||||||||||||||||||||||
exercise | |||||||||||||||||||||||
Options | price | ||||||||||||||||||||||
Outstanding -beginning of period | 7,098,104 | $ | 0.79 | ||||||||||||||||||||
Granted | 37,883,896 | 0.2 | |||||||||||||||||||||
Exercised | (933,824 | ) | 0.3 | ||||||||||||||||||||
Forfeited | (857,805 | ) | 1.26 | ||||||||||||||||||||
Outstanding - end of period | 43,190,371 | $ | 0.31 | ||||||||||||||||||||
Schedule of weighted average remaining contractual life of warrants outstanding | ' | ||||||||||||||||||||||
Weighted | |||||||||||||||||||||||
Average | |||||||||||||||||||||||
Remaining | |||||||||||||||||||||||
Exercisable | Warrants | Warrants | Contractual | ||||||||||||||||||||
Prices | Outstanding | Exercisable | Life (years) | ||||||||||||||||||||
$ | 9.3 | 223,338 | 223,338 | 0.75 | |||||||||||||||||||
$ | 10.2 | 28,335 | 28,335 | 0.88 | |||||||||||||||||||
$ | 9 | 9,168 | 9,168 | 1.06 | |||||||||||||||||||
$ | 8.7 | 3,334 | 3,334 | 1.12 | |||||||||||||||||||
$ | 8.4 | 667 | 667 | 1.33 | |||||||||||||||||||
$ | 8.7 | 5,000 | 5,000 | 1.66 | |||||||||||||||||||
$ | 5.7 | 7,334 | 7,334 | 1.84 | |||||||||||||||||||
$ | 4.5 | 3,334 | 3,334 | 1.95 | |||||||||||||||||||
$ | 4.2 | 8,334 | 8,334 | 1.98 | |||||||||||||||||||
$ | 4.2 | 33,334 | 33,334 | 1.99 | |||||||||||||||||||
$ | 3.6 | 8,334 | 8,334 | 2.08 | |||||||||||||||||||
$ | 4.5 | 33,334 | 33,334 | 2.15 | |||||||||||||||||||
$ | 4.2 | 13,335 | 13,335 | 2.16 | |||||||||||||||||||
$ | 6 | 133,334 | 133,334 | 2.23 | |||||||||||||||||||
$ | 6 | 33,334 | 33,334 | 2.24 | |||||||||||||||||||
$ | 6.3 | 8,334 | 8,334 | 2.47 | |||||||||||||||||||
$ | 5.7 | 4,001 | 4,001 | 2.5 | |||||||||||||||||||
$ | 6.9 | 33,334 | 33,334 | 2.71 | |||||||||||||||||||
$ | 6.9 | 33,334 | 33,334 | 2.96 | |||||||||||||||||||
$ | 1.9 | 80,000 | 80,000 | 3.01 | |||||||||||||||||||
$ | 6.9 | 33,334 | 33,334 | 3.21 | |||||||||||||||||||
$ | 1.47 | 260,000 | 260,000 | 3.57 | |||||||||||||||||||
$ | 0.65 | 80,000 | 80,000 | 3.86 | |||||||||||||||||||
$ | 0.65 | 20,000 | 20,000 | 4.05 | |||||||||||||||||||
$ | 0.65 | 50,000 | 50,000 | 4.08 | |||||||||||||||||||
$ | 0.25 | 124,000 | 124,000 | 4.5 | |||||||||||||||||||
$ | 0.25 | 250,000 | 47,500 | 4.79 | |||||||||||||||||||
$ | 0.25 | 57,692 | 8,654 | 4.97 | |||||||||||||||||||
$ | 0.89 | 100,000 | 100,000 | 9.13 | |||||||||||||||||||
$ | 0.15 - 0.65 | 41,512,493 | 41,512,493 | 0.01 - 4.70 | |||||||||||||||||||
43,190,371 | 42,938,833 |
Convertable_Promissory_Notes_T
Convertable Promissory Notes (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Convertible Promissory Notes [Abstract] | ' | ||||
Schedule of convertible derivative valuation assumptions | ' | ||||
Risk free interest rate | .06% - .15 | % | |||
Stock volatility factor | 37.24% - 66.35 | % | |||
Weighted average expected option life | 6 months - 13 months | ||||
Expected dividend yield | None |
Basis_of_Presentation_Detail_T
Basis of Presentation (Detail Textuals) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' | ' |
Net cash used in operating activities | ' | ' | $2,989,484 | ' | ' |
shareholders' deficit | -2,149,051 | ' | -2,149,051 | ' | -540,896 |
Working Capital Deficiency | 2,709,557 | ' | 2,709,557 | ' | ' |
Net loss | ($1,994,857) | ($1,922,395) | ($7,939,237) | ($6,982,053) | ' |
Summary_Of_Significant_Account3
Summary Of Significant Accounting Policies - Summary of assets and liabilities measured at fair value on recurring basis (Details) (Fair Value, Measurements, Recurring, USD $) | Sep. 30, 2013 |
Total | ' |
Other Asset | ' |
Investment | $20,000 |
Total assets measured at fair value | 20,000 |
Liabilities | ' |
Derivative Liability | 2,677,675 |
Convertible Debenture, net of discount | 1,318,266 |
Total liabilities measured at fair value | 3,995,941 |
(Level 1) | ' |
Other Asset | ' |
Investment | ' |
Total assets measured at fair value | ' |
Liabilities | ' |
Derivative Liability | ' |
Convertible Debenture, net of discount | ' |
Total liabilities measured at fair value | ' |
(Level 2) | ' |
Other Asset | ' |
Investment | ' |
Total assets measured at fair value | ' |
Liabilities | ' |
Derivative Liability | ' |
Convertible Debenture, net of discount | ' |
Total liabilities measured at fair value | ' |
(Level 3) | ' |
Other Asset | ' |
Investment | 20,000 |
Total assets measured at fair value | 20,000 |
Liabilities | ' |
Derivative Liability | 2,677,675 |
Convertible Debenture, net of discount | 1,318,266 |
Total liabilities measured at fair value | $3,995,941 |
Summary_Of_Significant_Account4
Summary Of Significant Accounting Policies (Detail Textuals) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Share based payments valuation method | 'Black Scholes option valuation model |
Capital_Stock_Detail_Textuals
Capital Stock (Detail Textuals) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Capital Stock [Line Items] | ' | ' |
Number of warrants exercised | 454,911 | ' |
Number of cash warrants exercised | 478,912 | ' |
Common stock value for purchase warrants at fair value through a cash exercise | $119,729 | ' |
Proceeds for issuance of common stock | 2,387,271 | 808,896 |
Aggregate principal original issue debt | 1,851,786 | ' |
Convertible Promissory Note | ' | ' |
Capital Stock [Line Items] | ' | ' |
Upfront shares issued for notes payable | 123,946 | ' |
Aggregate principal original issue debt | 200,000 | ' |
Interest on note | 16,134 | ' |
Convertible Promissory Note Two | ' | ' |
Capital Stock [Line Items] | ' | ' |
Gain on derivative | 1,527,840 | ' |
Warrant | ' | ' |
Capital Stock [Line Items] | ' | ' |
Common stock value for purchase warrants at fair value through a cash exercise | 478,912 | ' |
One Year Warrants | ' | ' |
Capital Stock [Line Items] | ' | ' |
Number of common stock called by warrants at first closing (in shares) | 13,192,750 | ' |
Three Year Warrants | ' | ' |
Capital Stock [Line Items] | ' | ' |
Number of common stock called by warrants at first closing (in shares) | 11,762,547 | ' |
Five Year Warrants | ' | ' |
Capital Stock [Line Items] | ' | ' |
Number of common stock called by warrants at first closing (in shares) | 17,230,775 | ' |
Minimum | ' | ' |
Capital Stock [Line Items] | ' | ' |
Issue price of common stock issued for services at fair value (in dollars per share) | $0.31 | ' |
Minimum | Warrant | ' | ' |
Capital Stock [Line Items] | ' | ' |
Exercise price of warrants (in dollars per share) | 0.15 | ' |
Maximum | ' | ' |
Capital Stock [Line Items] | ' | ' |
Issue price of common stock issued for services at fair value (in dollars per share) | $0.63 | ' |
Maximum | Warrant | ' | ' |
Capital Stock [Line Items] | ' | ' |
Exercise price of warrants (in dollars per share) | 0.25 | ' |
Common stock | ' | ' |
Capital Stock [Line Items] | ' | ' |
Common stock shares issued for settlement of a convertible promissory note | 10,017,216 | ' |
Common stock issued for services (in shares) | 1,991,198 | ' |
Common stock issued for purchase warrants at fair value through a cash exercise | 478,912 | ' |
Common stock issued with for settlement of debt at fair value (in shares) | 10,511,236 | ' |
Common stock shares issued | 494,020 | ' |
Number of common stock called by warrants at first closing (in shares) | 12,270,172 | ' |
Proceeds for issuance of common stock | 2,267,542 | ' |
Aggregate principal original issue debt | $1,051 | ' |
Common stock | Convertible Promissory Note | ' | ' |
Capital Stock [Line Items] | ' | ' |
Common stock issued with for settlement of debt at fair value (in shares) | 247,010 | ' |
Upfront shares issued in debt conversion | 247,010 | ' |
Common stock | Minimum | ' | ' |
Capital Stock [Line Items] | ' | ' |
Conversion price | $0.11 | ' |
Exercise price of warrants (in dollars per share) | 0.12 | ' |
Issue price of common stock issued for services at fair value (in dollars per share) | $0.31 | ' |
Common stock | Maximum | ' | ' |
Capital Stock [Line Items] | ' | ' |
Conversion price | $0.88 | ' |
Exercise price of warrants (in dollars per share) | 0.25 | ' |
Issue price of common stock issued for services at fair value (in dollars per share) | $0.63 | ' |
Options_And_Warrants_Summary_o
Options And Warrants - Summary of company stock option activity (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' |
Number of Options, outstanding, end of period | 4,284,643 |
Number of Options, exercisable at the end of period | 1,563,696 |
Stock Options | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' |
Number of Options, outstanding, beginning of period | 465,294 |
Number of Options, granted | 4,325,808 |
Number of Options, exercised | ' |
Number of Options, forfeited/expired | -6,459 |
Number of Options, outstanding, end of period | 4,784,643 |
Number of Options, exercisable at the end of period | 1,208,696 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' |
Weighted average exercise price, outstanding, beginning of period | $1.67 |
Weighted average exercise price, granted | $0.41 |
Weighted average exercise price, outstanding, end of period | $0.52 |
Weighted average exercise price, exercisable at the end of period | $0.57 |
Weighted average fair value of options granted during the period | $0.41 |
Options_And_Warrants_Summary_o1
Options And Warrants - Summary of shares authorized under stock option plans by exercise price range (Details 1) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | Stock Options | ||
2009 Plan, 2012 Plan, and 2013 Plan | 2009 Plan, 2012 Plan, and 2013 Plan | 2009 Plan, 2012 Plan, and 2013 Plan | 2009 Plan, 2012 Plan, and 2013 Plan | 2009 Plan, 2012 Plan, and 2013 Plan | 2009 Plan, 2012 Plan, and 2013 Plan | 2009 Plan, 2012 Plan, and 2013 Plan | 2009 Plan, 2012 Plan, and 2013 Plan | 2009 Plan, 2012 Plan, and 2013 Plan | 2009 Plan, 2012 Plan, and 2013 Plan | 2009 Plan, 2012 Plan, and 2013 Plan | 2009 Plan, 2012 Plan, and 2013 Plan | 2009 Plan, 2012 Plan, and 2013 Plan | 2009 Plan, 2012 Plan, and 2013 Plan | ||||
Exercisable Prices $ 7.20 | Exercisable Prices $ 4.50 | Exercisable Prices $ 6.00 | Exercisable Prices $ 4.20 | Exercisable Prices $ 5.15 | Exercisable Prices $ 1.70 | Exercisable Prices $ 0.89 | Exercisable Prices $ 0.89 | Exercisable Prices $ 0.89 | Exercisable Prices $ 0.43 | Exercisable Prices $ 0.43 | Exercisable Prices $ 0.44 | Exercisable Prices $ 0.41 | Exercisable Prices $ 0.38 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable Prices | ' | $0.57 | ' | $7.20 | $4.50 | $6 | $4.20 | $5.15 | $1.70 | $0.89 | $0.89 | $0.89 | $0.43 | $0.43 | $0.44 | $0.41 | $0.38 |
Stock Options Outstanding | 4,284,643 | 4,784,643 | 465,294 | 1,667 | 33,334 | 16,500 | 13,334 | 10,000 | 4,000 | 60,000 | 200,000 | 120,000 | 759,645 | 500,000 | 599,999 | 533,498 | 1,932,666 |
Stock Options Exercisable | 1,563,696 | 1,208,696 | ' | 1,261 | 15,451 | 10,431 | 6,530 | 4,685 | 1,750 | 18,719 | 58,230 | 32,439 | 759,645 | 500,000 | 35,508 | 4,677 | 114,370 |
Weighted Average Remaining Contractual Life (years) | ' | ' | ' | '1 year 11 months 23 days | '2 years 1 month 24 days | '2 years 2 months 23 days | '2 years 9 months 15 days | '2 years 10 months 17 days | '3 years 4 days | '8 years 9 months 4 days | '8 years 10 months 2 days | '8 years 11 months 5 days | '9 years 6 months 15 days | '9 years 9 months 4 days | '9 years 11 months 16 days | '9 years 11 months 16 days | '9 years 11 months 16 days |
Weighted Average Exercise Price of Options Outstanding | ' | ' | ' | $0.46 | $0.53 | $0.36 | $0.36 | $0.36 | $0.36 | $0.36 | $0.36 | $0.36 | $0.36 | ' | ' | $0.36 | ' |
Weighted Average Exercise Price of Options Exercisable | ' | ' | ' | $0.46 | $0.53 | $0.36 | $0.36 | $0.36 | $0.36 | $0.36 | $0.36 | $0.36 | $0.36 | ' | ' | $0.36 | ' |
Options_And_Warrants_Summary_o2
Options And Warrants - Summary of company warrants activity (Details 2) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Class Of Warrant Or Right [Roll Forward] | ' |
Warrants, outstanding - end of period | 42,699,397 |
Warrant | ' |
Class Of Warrant Or Right [Roll Forward] | ' |
Warrants, outstanding -beginning of period | 7,098,104 |
Warrants, granted | 37,883,896 |
Warrants, exercised | -933,824 |
Warrants, forfeited | -857,805 |
Warrants, outstanding - end of period | 43,190,371 |
Class Of Warrant Or Right, Weighted Average Exercise Price [Roll Forward] | ' |
Weighted average exercise price, outstanding - beginning of year | $0.79 |
Weighted average exercise price, granted | $0.20 |
Weighted average exercise price, exercised | $0.30 |
Weighted average exercise price, forfeited | $1.26 |
Weighted average exercise price, outstanding - end of year | $0.31 |
Options_And_Warrants_Summary_o3
Options And Warrants - Summary of shares authorized under warrants by exercise price range (Details 3) | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | ||
Maximum | Minimum | Exercisable Prices $ 9.30 | Exercisable Prices $ 10.20 | Exercisable Prices $ 9.00 | Exercisable Prices $ 8.70 | Exercisable Prices $ 8.40 | Exercisable Prices $ 8.70 | Exercisable Prices $ 5.70 | Exercisable Prices $ 4.50 | Exercisable Prices $ 4.20 | Exercisable Prices $ 4.20 | Exercisable Prices $ 3.60 | Exercisable Prices $ 4.50 | Exercisable Prices $ 4.20 | Exercisable Prices $ 6.00 | Exercisable Prices $ 6.00 | Exercisable Prices $ 6.30 | Exercisable Prices $ 5.70 | Exercisable Prices $ 6.90 | Exercisable Prices $ 6.90 | Exercisable Prices $ 1.90 | Exercisable Prices $ 6.90 | Exercisable Prices $1.47 | Exercisable Prices $0.65 | Exercisable Prices $0.65 | Exercisable Prices $0.65 | Exercisable Prices $0.65 | Exercisable Prices 0.25 | Exercisable Prices $ 0.89 | Exercisable Prices $ 0.15 - 0.65 | Exercisable Prices $ 0.15 | Exercisable Prices 0.25 | Exercisable Prices 0.25 | ||||
Maximum | Minimum | ||||||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable Prices | ' | ' | ' | 0.25 | 0.15 | 9.3 | 10.2 | 9 | 8.7 | 8.4 | 8.7 | 5.7 | 4.5 | 4.2 | 4.2 | 3.6 | 4.5 | 4.2 | 6 | 6 | 6.3 | 5.7 | 6.9 | 6.9 | 1.9 | 6.9 | 1.47 | 0.65 | 0.65 | 0.65 | 0.65 | 0.25 | 0.89 | ' | 0.15 | 0.25 | 0.25 |
Warrants Outstanding | 42,699,397 | 43,190,371 | 7,098,104 | ' | ' | 223,338 | 28,335 | 9,168 | 3,334 | 667 | 5,000 | 7,334 | 3,334 | 8,334 | 33,334 | 8,334 | 33,334 | 13,335 | 133,334 | 33,334 | 8,334 | 4,001 | 33,334 | 33,334 | 80,000 | 33,334 | 260,000 | 80,000 | 20,000 | ' | 50,000 | 124,000 | 100,000 | 41,127,610 | ' | 250,000 | 47,500 |
Warrants Exercisable | 42,938,833 | ' | ' | ' | ' | 223,338 | 28,335 | 9,168 | 3,334 | 667 | 5,000 | 7,334 | 3,334 | 8,334 | 33,334 | 8,334 | 33,334 | 13,335 | 133,334 | 33,334 | 8,334 | 4,001 | 33,334 | 33,334 | 80,000 | 33,334 | 260,000 | 80,000 | 20,000 | ' | 50,000 | 124,000 | 100,000 | 41,512,493 | ' | 47,500 | 8,654 |
Weighted Average Remaining Contractual Life (years) | ' | ' | ' | ' | ' | '9 months | '10 months 17 days | '1 year 22 days | '1 year 1 month 13 days | '1 year 3 months 29 days | '1 year 7 months 28 days | '1 year 10 months 2 days | '1 year 11 months 12 days | '1 year 11 months 23 days | '1 year 11 months 27 days | '2 years 3 months 29 days | '2 years 29 days | '2 years 1 month 28 days | '2 years 2 months 27 days | '2 years 2 months 23 days | '2 years 5 months 19 days | '2 years 6 months | '2 years 8 months 16 days | '2 years 11 months 16 days | '3 years 4 days | '3 years 2 months 16 days | '3 years 6 months 26 days | '3 years 10 months 10 days | '4 years 18 days | '4 years 8 months 12 days | '4 years 29 days | '4 years 6 months | '9 years 1 month 17 days | ' | '4 days | '4 years 9 months 15 days | '4 years 11 months 19 days |
Options_And_Warrants_Detail_Te
Options And Warrants (Detail Textuals) (USD $) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | 31-May-12 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Warrant | Maximum | Minimum | 2009 Incentive Stock Option Plan | Stock option plan | Stock option plan | 2013 Incentive Stock Option Plan | 2013 Plan | 2013 Plan | 2013 Plan | |||
Warrant | Warrant | Maximum | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares reserves and sets aside for the granting of options (in shares) | ' | ' | ' | ' | ' | 500,000 | ' | 1,000,000 | 4,000,000 | ' | ' | ' |
Exercise period of stock option exercisable | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | '10 years | ' | ' |
Determination of exercise price by holders percentage description | 'If the holder owns more than 10% of the total combined voting power or value of all classes of stock of the Company, then the exercise price will be no less than 110% of the fair market value of the stock as of the date of grant; if the person is not a 10% holder, then the exercise price will be no less than 100% of the fair market value of the stock as of the date of grant. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vest monthly after 90 days from grant ate over a period of five (5) years | ||||||||||||
Employee Termination | 'not less than 30 days nor more than three (3) months after such termination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-Statutory stock options | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,532,665 | ' | ' |
Vested Term | ' | ' | ' | ' | ' | ' | '5 years | ' | '5 years | '5 years | ' | ' |
Granted options | ' | ' | 37,427,384 | ' | ' | ' | 533,498 | ' | 500,000 | ' | ' | ' |
Options exercisable price, per share | ' | ' | ' | $0.25 | $0.15 | ' | $0.41 | ' | $0.29 | ' | $0.44 | $0.38 |
Estimated fair value of option | ' | ' | ' | ' | ' | ' | $122,705 | ' | $700,000 | $582,513 | ' | ' |
Share based compensation expense | 117,729 | ' | ' | ' | ' | ' | 1,076 | ' | 70,000 | 34,472 | ' | ' |
Future unamortized compensation expense | 961,818 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of warrants | ' | ' | $811,872 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued upon exercise of warrants at fair value through a cashless exercise (in shares) | ' | ' | 933,824 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option to purchase shares to officer | ' | 759,645 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued, price per share | ' | $0.43 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unsecured_Promissory_Notes_Det
Unsecured Promissory Notes (Detail Textuals) (USD $) | 1 Months Ended | 9 Months Ended | |
Jan. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Short-term Debt [Line Items] | ' | ' | ' |
Converted aggregate principal amount of promissory note | ' | $1,851,786 | ' |
January 2012 Unsecured Convertible Promissory Note | ' | ' | ' |
Short-term Debt [Line Items] | ' | ' | ' |
Gross proceeds from unsecured debt | 1,669,828 | ' | ' |
Debt instrument interest rate | 8.00% | ' | ' |
Unsecured promissory note payment term | 'The January 2012 Notes were also redeemable by the Company, at the holder's option, at maturity at a redemption price of 112% of the outstanding principal plus accrued and unpaid interest. | ' | ' |
Aggregate principal amount outstanding | ' | 0 | 210,000 |
Common stock shares issued | ' | 494,020 | ' |
Converted aggregate principal amount of promissory note | ' | 200,000 | ' |
Upfront shares issued in debt conversion | ' | 247,010 | ' |
Fair value of upfront shares issued in debt conversion | ' | 123,946 | ' |
Balance paid in cash | ' | 10,000 | ' |
Options grant date | 'The notes matured in one year | 'The January 2012 Notes had an aggregate remaining principal amount of $210,000, which expired in January 2013. | ' |
Gain loss on settlement of debt | ' | 123,946 | ' |
Convertible Promissory Note | ' | ' | ' |
Short-term Debt [Line Items] | ' | ' | ' |
Converted aggregate principal amount of promissory note | ' | 200,000 | ' |
Fair value of upfront shares issued in debt conversion | ' | $123,946 | ' |
Convertable_Promissory_Notes_D
Convertable Promissory Notes (Detail Textuals) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | 21-May-13 | 28-May-13 | Sep. 30, 2013 | 31-May-13 | Jul. 16, 2013 | Sep. 30, 2013 | Aug. 28, 2013 | Sep. 30, 2013 | Sep. 27, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Jun. 20, 2012 | Sep. 30, 2013 | Feb. 15, 2013 | |
Minimum | Maximum | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | March 2013 Convertible Promissory Notes [Member] | March 2013 Convertible Promissory Notes [Member] | March 2013 Convertible Promissory Notes [Member] | March 2013 Convertible Promissory Notes [Member] | May 2013 Convertible Promissory Notes [Member] | May 2013 Convertible Promissory Notes [Member] | May 2013 Convertible Promissory Notes [Member] | May 2013 Convertible Promissory Notes [Member] | July 2013 Convertible Promissory Note [Member] | July 2013 Convertible Promissory Note [Member] | August 2013 Convertible Promissory Notes [Member] | August 2013 Convertible Promissory Notes [Member] | September 2013 Convertible Promissory Notes [Member] | September 2013 Convertible Promissory Notes [Member] | September 2013 Convertible Promissory Notes [Member] | Securities Purchase Agreement | Securities Purchase Agreement | Securities Purchase Agreement | ||||||
Minimum | Maximum | Minimum | Maximum | June 2012 Convertible Promissory Notes [Member] | June 2012 Convertible Promissory Notes [Member] | June 2012 Convertible Promissory Notes [Member] | ||||||||||||||||||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from initial advance for issuance of note | ' | ' | $1,580,000 | ' | ' | ' | ' | ' | ' | ' | ' | $235,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000,000 | ' | ' |
Aggregate principal amount debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 665,000 | ' | ' | ' | 290,560 | 255,000 | ' | 125,000 | 255,000 | ' | 255,000 | ' | 255,000 | ' | ' | 400,000 | ' | ' |
Note bears interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | 10.00% | 10.00% | ' | 10.00% | ' | 10.00% | ' | ' | 10.00% | ' | ' |
Number of common stock called by warrants (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 615,384 | ' | ' |
Exercise price of warrants (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | 0.12 | 0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.65 | ' | ' |
Number of common stock called by warrants at first closing (in shares) | ' | ' | ' | ' | ' | ' | ' | 12,270,172 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 153,846 | ' | ' |
Unsecured convertible promissory issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 221,665 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' |
Accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' |
Number of common stock called by warrants receive further (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 461,358 | ' | ' |
Increased interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' |
Percentage of average of lowest closing prices | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of warrants | ' | ' | ' | ' | ' | '6 months | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of trading days previous to conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '25 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '25 days | ' | ' |
Total amount funded | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | 100,000 |
Unused remaining principal balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 124,208 | 255,000 | 125,000 | ' | 255,000 | ' | ' | 453,406 | 255,000 | ' | 175,792 | ' | ' |
Aggregate principal original issue discount, accrued interest and extension fees | ' | ' | 1,851,786 | ' | ' | ' | ' | 1,051 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 203,346 | ' | ' | ' | 779,208 | ' | ' | ' | ' |
Discount on debt (in dollars) | ' | ' | ' | ' | ' | ' | ' | 1,371,658 | ' | ' | 78,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,310,953 | ' | ' | ' | ' | ' | ' | ' |
Conversion price of convertible debentures | ' | ' | ' | ' | ' | ' | ' | ' | $0.11 | $0.88 | ' | ' | $0.44 | $0.65 | ' | ' | ' | $0.40 | $0.35 | ' | $0.30 | ' | $0.35 | ' | ' | ' | ' | ' |
Term of note maturity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
One time interest charge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,332 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,543,781 | ' | ' | ' | ' | ' | ' | ' |
Extension period of maturity on repayment of notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of extension fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest and extension fee amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 601,562 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liability | 2,677,675 | ' | 2,677,675 | ' | 355,526 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price per share of debt, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The note may be converted into shares of the Company's common stock at a conversion price of the lesser of $0.45 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the note. | ' | ' | 'The note may be converted into shares of the Company's common stock at a conversion price of the lesser of $0.40 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the note | ' | 'The note may be converted into shares of the Company's common stock at a conversion price of the lesser of $0.35 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the note. | ' | 'The note may be converted into shares of the Company's common stock at a conversion price of the lesser of $0.40 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the note | ' | ' | ' | ' | ' |
Maturity term of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | '9 months | ' | '9 months | ' | '9 months | ' | ' | ' | ' | ' |
Interest Expense | 248,152 | 502,752 | 1,036,329 | 1,664,069 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,663 | 5,205 | ' | ' | 5,310 | ' | 2,305 | ' | 210 | ' | ' | 30,000 | ' |
Amortization of debenture discount | ' | ' | 22,335 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 727,562 | 276,604 | ' | ' | ' |
Beneficial conversion features | ' | ' | $161,422 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Liabilities_Details
Derivative Liabilities (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Significant assumptions used for black scholes valuation of the derivative | ' |
Expected dividend yield | ' |
Minimum [Member] | ' |
Significant assumptions used for black scholes valuation of the derivative | ' |
Risk free interest rate | 0.05% |
Stock volatility factor | 29.13% |
Weighted average expected option life | '6 months |
Maximum [Member] | ' |
Significant assumptions used for black scholes valuation of the derivative | ' |
Risk free interest rate | 0.72% |
Stock volatility factor | 86.88% |
Weighted average expected option life | '4 years |
Derivative_Liabilities_Details1
Derivative Liabilities (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Derivative Liabilities (Textual) | ' | ' | ' | ' | ' |
Fair value of derivative liabilities | $2,677,675 | ' | $2,677,675 | ' | $355,526 |
Debt conversion converted amount | ' | ' | 1,851,786 | ' | ' |
Gain on extinguishment of debt | 2,446,467 | ' | 2,310,953 | -838,728 | ' |
Gain (Loss) on change in fair value of derivative liability | -1,343,167 | 30,696 | -3,543,781 | -14,716 | ' |
Derivative liabilities [Member] | ' | ' | ' | ' | ' |
Derivative Liabilities (Textual) | ' | ' | ' | ' | ' |
Fair value of derivative liabilities | 2,677,675 | ' | 2,677,675 | ' | ' |
Aggregate amount of fair value liabilities | 2,033,406 | ' | 2,033,406 | ' | ' |
Notes payable derivative liabilities | 1,580,000 | ' | 1,580,000 | ' | ' |
Changes in derivative liability | ' | ' | 453,406 | ' | ' |
Debt conversion converted amount | ' | ' | 779,208 | ' | ' |
Gain on extinguishment of debt | ' | ' | 2,310,953 | ' | ' |
Gain (Loss) on change in fair value of derivative liability | ' | ' | 3,543,781 | ' | ' |
Convertible notes issuance | $2,033,406 | ' | $2,033,406 | ' | ' |
Subsequent_Events_Detail_Textu
Subsequent Events (Detail Textuals ) (USD $) | 1 Months Ended | 9 Months Ended | 1 Months Ended | |||||
Oct. 23, 2013 | Oct. 28, 2013 | Oct. 23, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 23, 2013 | Nov. 01, 2013 | Nov. 01, 2013 | |
Warrant [Member] | Common stock | Common stock | Subsequent Event | Subsequent Event | Subsequent Event | |||
Convertible Promissory Note | Convertible Promissory Note | Convertible Promissory Note | Common stock | |||||
Original Issuance Discount Promissory Notes | Original Issuance Discount Promissory Notes | |||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares purchased for options awarded | ' | ' | ' | ' | ' | ' | ' | 1,221,408 |
Aggregate purchase price of common stock | $38,481 | $90,792 | ' | ' | ' | ' | ' | ' |
Common stock issued with for settlement of debt at fair value (in shares) | ' | ' | ' | 10,511,236 | 247,010 | 2,931,214 | ' | ' |
Converted principal,fees and interest amount of promissory note | ' | ' | ' | ' | ' | $315,105 | $131,301 | ' |
Aggregate Purchase Price Of Common Stock Shares | 153,922 | 551,507 | 154,924 | ' | ' | ' | ' | ' |
Aggregate Purchase Price Of Common Stock Per Shares | $0.25 | ' | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Detail_Textu1
Subsequent Events (Detail Textuals 1) (Subsequent Event, Convertible Promissory Note, USD $) | 0 Months Ended |
Oct. 30, 2013 | |
Subsequent Event | Convertible Promissory Note | ' |
Subsequent Event [Line Items] | ' |
Aggregate principal amount debt | $255,000 |
Maturity term of debt | '6 months |
Debt instrument interest rate | 10.00% |
Conversion price per share of debt, Description | 'conversion price of the lesser of $0.30 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the Note. |
Percentage of outstanding principal and accrued interest on debt for rapayment of mandatory default amount in cash | 150.00% |
Subsequent_Events_Detail_Textu2
Subsequent Events (Detail Textuals 2) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Event [Line Items] | ' |
Common stock value of shares issued for services | $793,751 |
Common stock | ' |
Subsequent Event [Line Items] | ' |
Common stock issued for services (in shares) | 1,991,198 |
Common stock value of shares issued for services | 199 |
Subsequent Event | Common stock | ' |
Subsequent Event [Line Items] | ' |
Common stock issued for services (in shares) | 243,016 |
Common stock value of shares issued for services | $72,374 |