Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 14, 2014 | Jun. 28, 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-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 73,365,231 | ' |
Entity Public Float | ' | ' | $11,707,942 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash | $821,448 | $507,355 |
Work in process | 21,049 | 35,666 |
Prepaid expenses | 34,531 | 186,978 |
Other receivables | ' | 1,200 |
TOTAL CURRENT ASSETS | 877,028 | 731,199 |
NET PROPERTY AND EQUIPMENT, NET | 74,204 | 43,397 |
OTHER ASSETS | ' | ' |
Other asset | 40,000 | 45,000 |
Patents | ' | 317,689 |
Trademark | 4,467 | 4,467 |
Security deposit | 9,650 | 9,650 |
TOTAL OTHER ASSETS | 54,117 | 376,806 |
TOTAL ASSETS | 1,005,349 | 1,151,402 |
Current Liabilities | ' | ' |
Accounts payable | 114,803 | 353,200 |
Accrued expenses | 262,518 | 376,846 |
Deferred income | 50,000 | ' |
Derivative liabilities | 1,031,484 | 355,526 |
Convertible promissory notes, net of discount of $971,964 and 237,965, respectively | 953,989 | 435,365 |
Unsecured notes payable, net of discount of $38,639 | ' | 171,361 |
Total Current Liabilities | 2,412,794 | 1,692,298 |
Long Term Liabilities | ' | ' |
Obligation to issue common stock | 105,754 | ' |
Total Long Term Liabilities | 105,754 | ' |
TOTAL LIABILITIES | 2,518,548 | 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 shares authorized 53,664,506 and 17,967,544 shares issued and outstanding, respectively | 5,366 | 1,797 |
Additional paid in capital | 34,811,538 | 27,024,419 |
Accumulated deficit | -36,330,103 | -27,567,112 |
TOTAL SHAREHOLDERS' DEFICIT | -1,513,199 | -540,896 |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $1,005,349 | $1,151,402 |
Balance_Sheets_Parentheticals
Balance Sheets (Parentheticals) (USD $) | Dec. 31, 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 | 53,664,506 | 17,967,544 |
Common stock, shares outstanding | 53,664,506 | 17,967,544 |
Unsecured notes payable | ' | ' |
Discount on debt (in dollars) | ' | $38,639 |
Convertible Promissory Note | ' | ' |
Discount on debt (in dollars) | $971,964 | $237,965 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ' | ' |
Sales | $140,500 | $588,163 |
Cost of Goods Sold | 50,510 | 401,647 |
Gross Profit | 89,990 | 186,516 |
Operating Expenses | ' | ' |
Selling and general and administrative expenses | 5,229,412 | 4,942,275 |
Research and development | 1,072,548 | 980,170 |
Impairment of patents | 317,689 | ' |
Depreciation and amortization expense | 15,153 | 13,645 |
Total Operating Expenses | 6,634,802 | 5,936,090 |
Loss from Operations before Other Income/(Expenses) | -6,544,812 | -5,749,574 |
OTHER INCOME/(EXPENSE) | ' | ' |
Gain/(Loss) on extinguishment of derivative liability | 3,407,340 | -1,634,989 |
Change in valuation of derivative liability | -1,020,088 | -737,185 |
Debt private placement cost | -956,337 | ' |
Cost of modification of warrants | -645,398 | ' |
Penalty, interest and default fees | -1,123,897 | ' |
Foreign exchange loss | ' | -3,096 |
Interest expense | -1,879,799 | -2,445,185 |
TOTAL OTHER INCOME/(EXPENSE) | -2,218,179 | -4,820,456 |
NET LOSS | ($8,762,991) | ($10,570,029) |
BASIC LOSS PER SHARE | ($0.32) | ($0.92) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED | 27,742,399 | 11,474,316 |
Statement_of_Shareholders_Defi
Statement of Shareholders' Deficit (USD $) | Preferred stock | Common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2011 | ' | $770 | $16,198,019 | ($16,997,083) | ($798,294) |
Balance (in shares) at Dec. 31, 2011 | ' | 7,694,505 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Common stock issued for cash and subscriptions payable | ' | 243 | 1,576,649 | ' | 1,576,892 |
Common stock issued for cash and subscriptions payable (in shares) | ' | 2,426,003 | ' | ' | ' |
Common stock issued for conversion of debt | ' | 298 | 3,561,487 | ' | 3,561,785 |
Common stock issued for conversion of debt (in shares) | ' | 2,980,037 | ' | ' | ' |
Common stock issued for conversion of interest payable on debt | ' | 10 | 88,843 | ' | 88,853 |
Common stock issued for conversion of interest payable on debt (in shares) | ' | 96,791 | ' | ' | ' |
Common stock issued for services | ' | 124 | 1,683,924 | ' | 1,684,048 |
Common stock issued for services (in shares) | ' | 1,246,558 | ' | ' | ' |
Common stock issued with unsecured subordinated debt at fair value | ' | 141 | -141 | ' | ' |
Common stock issued with unsecured subordinated debt at fair value (in shares) | ' | 1,411,351 | ' | ' | ' |
Common stock issued with for settlement of debt at fair value | ' | 185 | 1,605,457 | ' | 1,605,642 |
Common stock issued with for settlement of debt at fair value (in shares) | ' | 1,850,019 | ' | ' | ' |
Common stock issued upon exercise of warrants at fair value through a cashless exercise | ' | 26 | -26 | ' | ' |
Common stock issued upon exercise of warrants at fair value through a cashless exercise (in shares) | ' | 262,281 | ' | ' | ' |
Original issue discount for convertible debenture | ' | ' | 92,662 | ' | 92,662 |
Cost of modification of warrants | ' | ' | ' | ' | ' |
Beneficial conversion feature on promissory notes | ' | ' | 1,479,578 | ' | 1,479,578 |
Options and warrant compensation expense | ' | ' | 739,464 | ' | 739,464 |
Stock issuance cost | ' | ' | -1,497 | ' | -1,497 |
Net loss | ' | ' | ' | -10,570,029 | -10,570,029 |
Balance at Dec. 31, 2012 | ' | 1,797 | 27,024,419 | -27,567,112 | -540,896 |
Balance (in shares) at Dec. 31, 2012 | ' | 17,967,544 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Common stock issued | ' | 1,227 | 2,266,315 | ' | 2,267,542 |
Common stock issued (in shares) | ' | 12,270,172 | ' | ' | ' |
Common stock issued for conversion of debt | ' | 1,986 | 2,973,240 | ' | 2,975,226 |
Common stock issued for conversion of debt (in shares) | ' | 19,861,112 | ' | ' | ' |
Common stock issued for services | ' | 245 | 901,868 | ' | 902,113 |
Common stock issued for services (in shares) | ' | 2,448,976 | ' | ' | ' |
Common stock issued with for settlement of debt at fair value | ' | ' | ' | ' | ' |
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 | ' | 78 | 194,748 | ' | 194,826 |
Common stock issued for warrants (in shares) | ' | 779,298 | ' | ' | ' |
Issuance of shares of common stock | ' | ' | 1,000 | ' | 1,000 |
Issuance of shares of common stock (in shares) | ' | 4,444 | ' | ' | ' |
Fair value of warrants issued with notes | ' | ' | 88,370 | ' | 88,370 |
Cost of modification of warrants | ' | ' | 645,398 | ' | -645,398 |
Beneficial conversion feature on promissory notes | ' | ' | 161,422 | ' | 161,422 |
Fair value of options issued in current year previously reflected in accrued expenses | ' | ' | 209,000 | ' | 209,000 |
Stock and warrant compensation cost | ' | ' | 345,791 | ' | 345,791 |
Net loss | ' | ' | ' | -8,762,991 | -8,762,991 |
Balance at Dec. 31, 2013 | ' | $5,366 | $34,811,538 | ($36,330,103) | ($1,513,199) |
Balance (in shares) at Dec. 31, 2013 | ' | 53,664,506 | ' | ' | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($8,762,991) | ($10,570,029) |
Adjustment to reconcile net loss to net cash used in operating activities | ' | ' |
Depreciation & amortization | 15,153 | 13,645 |
Common stock and warrants issued for services | 902,113 | 1,617,538 |
Stock compensation expense | 345,791 | 739,464 |
Change in valuation of derivative liability | 1,020,088 | 737,185 |
Debt discount and beneficial conversion feature recognized as interest expense | 1,879,697 | 2,174,910 |
Gain/(Loss) on extinguishment of derivative liability | -3,407,340 | 1,634,989 |
Penalty, interest and default fees | 1,123,897 | ' |
Common stock issued for interest on debt | ' | 88,852 |
Debt private placement cost | 956,337 | ' |
Impairment loss on patents | 317,689 | ' |
Cost of modification of warrants | 645,398 | ' |
Obligation to issue common stock | 105,754 | ' |
(Increase) Decrease in: | ' | ' |
Prepaid expenses | 152,447 | 179,635 |
Work in progress | 14,617 | 212,777 |
Other receivables | 1,200 | 16,777 |
Other asset | 5,000 | -25,000 |
Increase (Decrease) in: | ' | ' |
Accounts payable | 52,163 | 10,830 |
Accrued expenses | 94,672 | 252,429 |
Deferred income | 50,000 | -313,163 |
NET CASH USED IN OPERATING ACTIVITIES | -4,488,315 | -3,102,421 |
CASH FLOWS USED FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of fixed assets | -45,960 | -1,678 |
Patent expenditures | ' | -171,387 |
CASH USED IN INVESTING ACTIVITIES | -45,960 | -173,065 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from unsecured subordinated debt | ' | 1,479,578 |
Payments for unsecured debt | -10,000 | ' |
Proceeds from convertible promissory notes | 2,395,000 | 530,000 |
Proceeds for issuance of common stock | 2,463,368 | 1,575,395 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 4,848,368 | 3,584,973 |
NET INCREASE/(DECREASE) IN CASH | 314,093 | 309,487 |
CASH BEGINNING OF PERIOD | 507,355 | 197,868 |
CASH END OF PERIOD | 821,448 | 507,355 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ' | ' |
Interest paid | ' | 5,262 |
Taxes paid | ' | ' |
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | ' | ' |
Fair value of derivative issued | 3,063,210 | 1,199,762 |
Reclass of value of options issued in current year previously reflected in accrued expenses | 209,000 | 0 |
Common stock issued for conversion of debt | 2,975,226 | 3,561,785 |
Common stock issued for settlement of debt | ' | $1,605,642 |
Organization_and_Line_of_Busin
Organization and Line of Business | 12 Months Ended |
Dec. 31, 2013 | |
Organization and Line of Business [Abstract] | ' |
ORGANIZATION AND LINE OF BUSINESS | ' |
1. ORGANIZATION AND LINE OF BUSINESS | |
Organization | |
OriginOil, Inc. (the "Company") was incorporated in the state of Nevada on June 1, 2007. The Company, based in Los Angeles, California, began operations on June 1, 2007 to develop and market a renewable oil technology. The Company began its planned principal operations in December, 2010, at which time it exited the development stage. | |
Line of Business | |
OriginOil is a pure technology company that has developed a water cleanup technology for the oil and gas, algae and other water-intensive industries. The Company’s technology integrates easily with other industry processes and can be embedded into larger systems through licensing and joint ventures. | |
Going Concern | |
The accompanying 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 financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. During the year ended December 31, 2013, the Company did not generate significant revenue, incurred a net loss of $8,762,991 and used cash used in operations of $4,488,315. As of December 31, 2013, the Company had a working capital deficiency of $1,535,766 and a shareholders’ deficit of $1,513,199. 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, 2013, expressed substantial doubt about our ability to continue as a going concern. | |
The ability of the Company to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions. During the year ended December 31, 2013, the Company obtained funds from the issuance of convertible note agreements and from sales of its common stock and warrants. The Company also has standing purchase orders and open invoices with customers which will provide funds for operations. Management believes this funding will continue from its current investors and 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. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stock holders, in case of equity financing. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES | |||||||||||||
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 goods are shipped, and the equipment has been fully accepted by the customer. Generally, we extend credit to our customers and do not require collateral. We do not ship a product until we have a purchase agreement signed by the customer with a payment arrangement. | |||||||||||||
Cash and Cash Equivalent | |||||||||||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | |||||||||||||
Loss per Share Calculations | |||||||||||||
Basic loss per share calculations are computed by dividing income (loss) 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 securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2013 and 2012, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. | |||||||||||||
For the years ended December 31, 2013 and 2012, the dilutive impact of outstanding stock options of 4,684,643 and 465,294, and outstanding warrants of 42,033,596 and 7,554,616 and notes convertible into 12,037,206 and 841,663 shares of our common stock, respectively, have been excluded because their impact on the loss per share is anti-dilutive. | |||||||||||||
Research and Development | |||||||||||||
Research and development costs are expensed as incurred. Total research and development costs were $1,072,548 and $980,170 for the years ended December 31, 2013 and 2012, respectively. | |||||||||||||
Advertising Costs | |||||||||||||
The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $220,535 and $209,761 for the years ended December 31, 2013 and 2012, respectively, which are included in selling and general and administrative expenses in the statement of operations. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of the 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. | |||||||||||||
Work-in-Process | |||||||||||||
The Company recognizes as an asset the accumulated costs for work-in-process on projects expected to be delivered to customers. Work in Process includes the cost price of materials and labor related to the construction of equipment to be sold to customers. | |||||||||||||
Capitalized Patents | |||||||||||||
As of December 31, 2012, the Company had unamortized capitalized patent costs of $317,689. In prior years and during the year ended December 31, 2013, the Company capitalized various legal fees incurred in the patent application process related to the Company's Electro Water Separation (EWS) Technology. The Company accounted for these capitalized patents pursuant to ASC 350-30, General Intangibles Other Than Goodwill. The Company initially determined that its patents have a finite useful life, which were to be amortized over its useful life. The Company performed its annual impairment test of its capitalized intangible assets as of December 31, 2013, and based upon its analysis, determined that such costs were impaired and recorded an impairment loss of $317,689 at December 31, 2013. | |||||||||||||
Impairment of Long-lived Assets | |||||||||||||
Management regularly reviews property, equipment and other long-lived assets for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Based on upon management’s annual assessment, there were no indicators of impairment of the Company’s property and equipment and other long-lived assets during the year ended December 31, 2013. | |||||||||||||
Concentration of Credit Risk | |||||||||||||
As of December 31, 2013 and 2012, the Company had bank deposits in excess of Federally insured limits of $571,448 and $252,270, respectively. | |||||||||||||
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 or warrant grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. | |||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are stated at cost, and are depreciated using the straight line method over their estimated useful lives: | |||||||||||||
Leasehold improvements | lease term or 2 years | ||||||||||||
Computer equipment | 5 Years | ||||||||||||
Furniture & fixtures | 7 Years | ||||||||||||
Machinery & equipment | 10 Years | ||||||||||||
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 statement 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. | |||||||||||||
Reclassification | |||||||||||||
During 2013, the Company reclassified $20,000 of current assets to long term assets based on a reassessment of the time to be realized. The prior year amount of $25,000 was also reclassified for comparability. | |||||||||||||
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 December 31, 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. | ||||||||||||
The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2013 and 2012. | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||
Derivative Liability, December 31, 2013 | $ | - | $ | - | $ | 1,031,484 | |||||||
Derivative Liability, December 31, 2012 | $ | - | $ | - | $ | 355,526 | |||||||
Recently Issued Accounting Pronouncements | |||||||||||||
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 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 recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
Property_Equipment
Property & Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property & Equipment [Abstract] | ' | ||||||||
PROPERTY & EQUIPMENT | ' | ||||||||
3. PROPERTY & EQUIPMENT | |||||||||
Property and Equipment consist of the following as of December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Machinery & equipment | $ | 77,665 | $ | 32,670 | |||||
Furniture & fixtures | 27,056 | 27,056 | |||||||
Computer equipment | 29,789 | 28,824 | |||||||
Leasehold improvements | 94,914 | 94,914 | |||||||
229,424 | 183,464 | ||||||||
Less accumulated depreciation and amortization | (155,220 | ) | (140,067 | ) | |||||
$ | 74,204 | $ | 43,397 | ||||||
Depreciation expense for the years ended December 31, 2013 and 2012 was $15,153 and $13,645, respectively. |
Convertible_Promissory_Notes_P
Convertible Promissory Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Convertible Promissory Notes Payable [Abstract] | ' | ||||||||
CONVERTIBLE PROMISSORY NOTES PAYABLE | ' | ||||||||
4. CONVERTIBLE PROMISSORY NOTES PAYABLE | |||||||||
Convertible promissory notes payable consist of the following as of December 31, 2013 and 2012: | |||||||||
Balance as of December 31, | 2013 | 2012 | |||||||
Convertible Promisory Notes (a) | $ | 1,530,000 | $ | - | |||||
OID Notes (b) | 273,125 | 573,330 | |||||||
Security Purchase Agreement (c) | 122,828 | 100,000 | |||||||
Total Notes | 1,925,953 | 673,330 | |||||||
Debt Discount | (971,964 | ) | (237,965 | ) | |||||
$ | 953,989 | $ | 435,365 | ||||||
(a) | Convertible Promissory Notes | ||||||||
During 2013, the Company issued $1,910,000 of unsecured convertible promissory notes to institutional investors (the “Convertible Promissory Notes” or “Notes”). The Convertible Promissory Notes mature on various dates ranging from six to nine 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 range of the lesser of $0.21 to $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 Notes include customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In the event of default, the Notes shall become immediately due and payable at the mandatory default amount. The mandatory default amount is 150% of the Notes amount and such mandatory default amount shall bear interest at 10% per annum. 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. The conversion feature of the Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Notes (see below). | |||||||||
During the year ended December 31, 2013, the Company converted $380,000 of the Notes principal due plus accrued interest of $19,923 into 3,909,121 shares of common stock. As of December 31, 2013, the remaining Notes of $1,530,000 are due at various times through August 26, 2014. | |||||||||
(b) OID Notes | |||||||||
In prior years and during the year ended December 31, 2013, the Company issued unsecured convertible promissory notes (the “OID Notes”) to various investors (holders). Each OID Note bears an original issue discount and one time interest which are being amortized over the term of the OID Notes. The OID Notes were originally convertible into the common stock of the Company at conversion prices ranging from $0.4375 to $0.65. The original maturity date of the OID Notes is ninety (90) days from their effective date. If the OID Notes are not repaid on maturity, then the maturity date is automatically extended for up to three further 30 day periods and an extension fee of 25% of the then outstanding principal is applied. Every extension period, interest and other fees are also added to the principal amount of the OID Notes at the end of each 30 day period that the OID Notes are still outstanding. In the event of default, such as failure to pay any principal and interest when due and payable (or payable upon conversion), the OID Notes immediately become due and payable at the mandatory default amount which is 150% or 200% of the OID Note amounts. The OID Notes’ mandatory default amount bear interest at 10% per annum. | |||||||||
OID Notes | |||||||||
The OID Notes are convertible into shares of the Company’s common stock at a conversion price range from the lesser of $0.4375 to $0.65 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 70% to 50% of the average of the three lowest closing prices in the 25 trading days previous to a conversion. In addition, so long as the OID Notes or other convertible note transactions currently in effect between the Company and the holders are outstanding, upon any issuance by the Company of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the holders in these OID Notes, then such additional or more favorable term shall at the OID Notes holders’ option become a part of any or all of the outstanding OID Notes with the holders. The conversion feature of the OID Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the OID Notes (see below). | |||||||||
At December 31, 2012, the balance of the OID Notes amounted to $573,330 of which $237,234 represented Original Issue Discount (OID). During the year ended December 31, 2013, the Company issued new OID Notes to various investors in an aggregate principal amount of $235,000, with an OID of $78,333 ($313,333 total). The maturity dates of the new OID Notes are ninety (90) days from their effective issuance date. The new OID Notes have similar terms and conditions as the old OID Notes mentioned in the preceding paragraph. | |||||||||
During the year ended December 31, 2013, the majority of the OID Notes’ due dates were extended numerous times and extension fees, additional one time interest and defaults fees were charged by the OID Note holders totaling $1,073,974. During the year ended December 31, 2013, OID Notes that totaled $1,687,512 (composed of principal, interest and default fees) were converted into 12,480,520 shares of the Company’s common stock. The balance of the OID Notes outstanding as of December 31, 2013 was $273,125, which is due in various amounts through July 14, 2014. | |||||||||
(c) Securities Purchase Agreement | |||||||||
On June 20, 2012, the Company received an initial advance of $100,000, and subsequently issued warrants to purchase an aggregate of up to 153,846 shares of our common stock. The funds were received in consideration of the sale of a 10% unsecured convertible promissory note (the “Note”), with an aggregate sum of $400,000, plus warrants to purchase an aggregate of up to 615,385 shares of the Company’s common stock at a purchase price of $0.65 per share. 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. The balance outstanding under the Note at December 31, 2012 was $100,000. | |||||||||
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 months of June and December, 2013, the lender advanced another $250,000 under the securities purchase agreement and was issued 307,692 warrants to acquire shares of our common stock, bringing the total principal received under the Note to $350,000. The warrants were valued at $88,370 and accounted for as a discount that is being amortized over the life of the Note. During the year ended December 31, 2013, the lender converted $227,172 of the Note, plus accrued interest of $30,000, into 1,189,417 shares of the Company’s common stock leaving a remaining principal balance of $122,828, which is due in August 2014. During the year ended December 31, 2013, the Company recognized interest expense of $37,500 relating to the Note. | |||||||||
The conversion feature of the Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Note (see below). | |||||||||
(d) Other Convertible Note | |||||||||
On May 21, 2013, the Company entered into a convertible promissory note for the conversion of an accounts payable in the amount of $290,560. The note was non-interest bearing and was to mature on December 31, 2015. The Company had the ability to pay the note in full on or before the maturity date without penalty. The note may be converted into shares of the Company’s common stock at a conversion price of 75% of the average of the three (3) lowest 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’s 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 was considered as debt discount and was being amortized over the life of the note. As of the December 31, 2013, the note was converted into 1,788,034 shares of common stock of the Company and all remaining unamortized note discount was recorded as interest expense. | |||||||||
Conversion feature of the notes | |||||||||
The agreements governing the convertible notes (a), (b) and (c) discussed above include 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 prices of the Convertible Notes are not a fixed amount because they are subject to fluctuations 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 year ended December 31, 2013 to be $3,063,210. These amounts were determined by management with the use of a probability weighted average Black-Scholes Merton option pricing model. As the aggregate fair value of these liabilities of $3,063,210 exceeded the aggregate Note value of $2,106,873, the excess of the liability over the Note value of $956,337 was considered as a cost of the private placement and is reported in the accompanying statement of operations. As such, the Company recorded a $2,106,873 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 year ended December 31, 2013, the Company included $1,372,874 of interest relating to the amortization of these discounts, and as of December 31, 2013 and December 31, 2012, the unamortized balance of the note discount was $971,964 and $237,965, respectively. |
Unsecured_Notes_Payable
Unsecured Notes Payable | 12 Months Ended |
Dec. 31, 2013 | |
Unsecured Notes Payable [Abstract] | ' |
UNSECURED NOTES PAYABLE | ' |
5. UNSECURED NOTES PAYABLE | |
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 for 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 year ended December 31, 2013, the Company settled payment of principal in the amount of $200,000 plus accrued interest of $16,113 through the issuance of 494,020 shares of its common stock valued at $340,059. As a result, the Company recognized an additional cost of $123,964 upon conversion of this note payable which has been included in penalties, interest and default fees on the accompanying 2013 statement of operations. The remaining $10,000 was paid in cash to a holder. The aggregate principal amount outstanding of the January 2012 Notes at December 31, 2013 was $0. |
Capital_Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2013 | |
Capital Stock [Abstract] | ' |
CAPITAL STOCK | ' |
6. CAPITAL STOCK | |
Sale of common stock and warrants | |
During the year ended December 31, 2013, the Company offered up to $2,000,000 in shares of the Company’s common stock, par value $0.0001 per share, which in the sole discretion of the Company, without further notice, could be increased to $3,000,000 in shares of common stock at a price per share of $0.25 per share. For subscribers who subscribed for $300,000 or more of shares in this offering, the common stock price was $0.15 per share. The Company raised aggregate proceeds of $2,267,542 from the sale of these shares. Based upon the offering, the Company issued (i) 4,274,616 shares to investors at $0.25 per share for cash of $1,068,543 and, (ii) issued 8,000,000 shares to investors at $0.15 per share for cash of $1,200,000. Included in the sale of shares of common stock were warrants to purchase 36,995,692 shares of common stock. The warrants are exercisable from 1 up to 5 years upon grant with an exercise price of $0.15 per share up to $0.25 per share. | |
Subsequent to sale of the common stock units discussed above, the Company entered into a supplemental agreement with the subscribers of the original subscription agreement. Under the terms of the supplemental agreement, if at any time within eighteen (18) months following the issuance of shares to the subscriber (the "Adjustment Period"), the market price (as defined below) of the Company's common stock is less than the price per share then the price per share shall be reduced one time to the market price (the "Adjusted Price") such that the Company shall promptly issue additional shares of the Company's common stock to the Subscriber for no additional consideration, in an amount sufficient that the aggregate purchase price, when divided by the total number of shares purchased thereunder plus those shares of common stock issued as a result of the dilutive Issuance will equal the adjusted price. For the purposes hereof: the ''Market Price" shall mean the average closing price of the Company's common stock for any ten (10) consecutive trading days during the Adjustment Period. | |
Sale of common stock and warrants (Continued) | |
The company considered the effects of the above and determined that it should record a provision to reflect its potential obligation to issue such shares. The Company intends to account for this liability as of each reporting period until the defined adjustment period has terminated. Based upon its calculation, the company believes that as of December 31, 2013, it may have the obligation to issue shares with a fair value of $105,754. This amount has been reflected as an obligation to issue common stock in the accompanying December 31, 2013 balance sheet. | |
Other issuances of Common Shares | |
During the year ended December 31, 2013, the Company issued 2,448,972 shares of common stock for services with prices ranging from $0.25 up to $0.63 with a total fair value of $902,113. The shares issued were valued at the trading price at the date of the agreement or issuance date. The Company also granted, but did not issue, 400,000 shares of common stock to certain directors of the Company. The fair value of the shares was $64,000 at the date of the agreement which has been included in accrued expenses on the accompanying December 31, 2013 balance sheet. | |
During the year ended December 31, 2013, the Company issued 19,861,012 shares of common stock for the settlement of convertible promissory notes in an aggregate principal amount of $2,975,226 based upon a conversion price of $0.11 up to $0.875. | |
Designation of Series A Preferred Stock | |
On December 26, 2013, the Company authorized the designation of 1,000 shares of Series A Preferred Stock and subsequently on the same day, the Company authorized the issuance of 1,000 shares of Series A Preferred Stock to the Company’s Chief Executive Officer and Director, T. Riggs Eckelberry. The shares of Series A Preferred Stock had a par value of $0.0001 per share, did not have a dividend rate or liquidation preference and were not convertible into shares of common stock. The share provisions did not become effective until June 16, 2014. However, on April 7, 2014, the Board of Directors rescinded the issuance of these shares. |
Options_And_Warrants
Options And Warrants | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Options And Warrants [Abstract] | ' | ||||||||||||||||
OPTIONS AND WARRANTS | ' | ||||||||||||||||
7. 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 year ended December 31, 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 $0.44/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. As of December 31, 2013, 483,498 incentive stock options were outstanding, due to forfeiture of 50,000 options. During the year ended December 31, 2013, the Company recognized compensation costs of $9,815 based on the fair value of options that vested. | |||||||||||||||||
During the year ended December 31, 2013, the Company granted 2,532,665 Non-statutory stock options under the 2013 Stock Option Plan to employees and members of the Board of Directors with an estimated fair value of approximately $597,974 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) years and expire in ten (10) years from the date of grant. As of December 31, 2013, 2,482,665 incentive stock options were outstanding, due to forfeiture of 50,000 options. During the year ended December 31, 2013, the Company recognized compensation costs of $71,772 based on the fair value of options that vested. | |||||||||||||||||
During the year ended December 31, 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 $0.43/share, vest immediately and expire in five (5) years from the date of grant. During the year ended December 31, 2013, the Company recognized compensation costs of $70,000 based on the fair value of options that vested. | |||||||||||||||||
During the year ended December 31, 2013, the Company recorded $95,890 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 December 31, 2013 was approximately $855,243. | |||||||||||||||||
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 to $209,000 determined by using the Black-Scholes Option Pricing Model and was recorded in 2012 and was reflected as compensation cost and as due to officer which is included as part of accrued expenses in the accompanying 2012 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. | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Risk free interest rate | 0.28% - 0.49 | % | 0.87 - 1.58 | % | |||||||||||||
Stock volatility factor | 88.00% - 91.00 | % | 69.93 - 70.25 | % | |||||||||||||
Weighted average expected option life | 4 - 10 years | 4 - 10 years | |||||||||||||||
Expected dividend yield | None | None | |||||||||||||||
A summary of the Company’s stock option activity and related information follows: | |||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Number | average | Number | average | ||||||||||||||
of | exercise | of | exercise | ||||||||||||||
Options | price | Options | price | ||||||||||||||
Outstanding, beginning of year | 465,294 | $ | 1.67 | 351,130 | $ | 6.14 | |||||||||||
Granted | 4,325,808 | 0.41 | 384,000 | 0.9 | |||||||||||||
Exercised | - | - | - | - | |||||||||||||
Forfeited/Expired | (106,459 | ) | 0.39 | (269,836 | ) | (6.40 | ) | ||||||||||
Outstanding, end of year | 4,684,643 | $ | 0.53 | 465,294 | $ | 1.67 | |||||||||||
Exercisable at the end of year | 1,792,083 | $ | 0.45 | 75,732 | $ | 3.08 | |||||||||||
Weighted average fair value of | |||||||||||||||||
options granted during the year | $ | 0.41 | $ | 0.68 | |||||||||||||
As of December 31, 2013, the outstanding options had no intrinsic value. | |||||||||||||||||
The weighted average remaining contractual life of options outstanding issued under the 2009 Plan, 2012 Plan, and 2013 Plan as of December 31, 2013 was as follows: | |||||||||||||||||
Weighted | |||||||||||||||||
Average | |||||||||||||||||
Stock | Stock | Remaining | |||||||||||||||
Exercise | Options | Options | Contractual | ||||||||||||||
Prices | Outstanding | Exercisable | Life (years) | ||||||||||||||
$ | 0.43 - 7.20 | 1,701,978 | 981,750 | 1.98 - 9.71 | |||||||||||||
$ | 0.29 - 0.44 | 2,982,665 | 810,333 | 9.71 | |||||||||||||
4,684,643 | 1,792,083 | ||||||||||||||||
Stock-based compensation expense recognized during the year 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 year ended December 31, 2013, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of December 31, 2013 based on the grant date fair value estimated. | |||||||||||||||||
Warrants | |||||||||||||||||
During the year ended December 31, 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 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 6). | |||||||||||||||||
During the year ended December 31, 2013, the Company issued 332,960 shares of common stock in exchange for a cashless exercise of 454,911 purchase warrants. During the year ended December 31, 2013, the Company issued 779,298 shares of common stock upon exercise of the purchase warrants of 779,298 for cash in the amount of $194,826. | |||||||||||||||||
During the year ended December 31, 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 statement of operations during the year ended December 31, 2013 amounting to $645,398. | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Risk free interest rate | 0.17% - 0.44 | % | .62% - .86 | % | |||||||||||||
Stock volatility factor | 83.00% - 88.00 | % | 68.56% - 70.61 | % | |||||||||||||
Weighted average expected option life | 5 years | 5 years | |||||||||||||||
Expected dividend yield | None | None | |||||||||||||||
A summary of the Company’s warrant activity and related information follows: | |||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
average | average | ||||||||||||||||
exercise | exercise | ||||||||||||||||
Options | price | Options | price | ||||||||||||||
Outstanding -beginning of year | 7,554,616 | $ | 0.79 | 836,188 | $ | 4.2 | |||||||||||
Granted | 37,427,384 | 0.2 | 6,818,430 | 0.66 | |||||||||||||
Exercised | (1,234,210 | ) | 0.3 | - | - | ||||||||||||
Forfeited | (1,714,194 | ) | 1.26 | (100,002 | ) | (4.10 | ) | ||||||||||
Outstanding - end of year | 42,033,596 | $ | 0.31 | 7,554,616 | $ | 0.79 | |||||||||||
Exercisable - end of year | 41,782,058 | 7,098,104 | |||||||||||||||
At December 31, 2013, the weighted average remaining contractual life of warrants outstanding: | |||||||||||||||||
Weighted | |||||||||||||||||
Average | |||||||||||||||||
Remaining | |||||||||||||||||
Exercise | Warrants | Warrants | Contractual | ||||||||||||||
Prices | Outstanding | Exercisable | Life (years) | ||||||||||||||
$ | 0.15 - 0.65 | 40,355,718 | 40,355,718 | 0.14 - 4.45 | |||||||||||||
$ | 0.90 - 10.20 | 811,516 | 811,516 | 0.50 - 4.72 | |||||||||||||
$ | 0.26 - 5.70 | 866,362 | 614,824 | 1.59 - 4.72 | |||||||||||||
42,033,596 | 41,782,058 | ||||||||||||||||
At December 31, 2013 the aggregate intrinsic value of the warrants outstanding was $320,000. |
Derivative_Liabilities
Derivative Liabilities | 12 Months Ended | |
Dec. 31, 2013 | ||
Derivative Liabilities [Abstract] | ' | |
DERIVATIVE LIABILITIES | ' | |
9. 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 4 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 year ended December 31, 2013, we determined that the fair value of the conversion feature of the convertible notes issued during the year at issuance was $3,063,210, based upon the weighted average Black-Sholes-Merton pricing model 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 $3,063,210 exceeded the aggregate Note value of $2,106,873, the excess of the liability over the Note value of $956,337 was considered as a cost of the private placement and reported in the accompanying statement of operations. | ||
During the year ended December 31, 2013, approximately $1,172,172 convertible notes were converted. As a result of the conversion of these notes, the Company recorded a gain of $3,407,340 due to the extinguishment of the corresponding derivative liability. Furthermore, during the year ended December 31, 2013, the Company recognized a change in fair value of $1,289,642 to account for the change in fair value of the derivative liabilities. At December 31, 2013, the fair value of the derivative liability was $1,031,484. | ||
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 Probability Weighted Black Scholes valuation of the derivative are as follows: | ||
Risk free interest rate | .05% - .72% | |
Stock volatility factor | 86.88% - 101.0% | |
Weighted average expected option life | 6 months - 4 years | |
Expected dividend yield | None | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
INCOME TAXES | ' | ||||||||
9 | INCOME TAXES | ||||||||
The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2011. | |||||||||
Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain.Included in the balance at December 31, 2013 and 2012, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. | |||||||||
The Company prescribes a recognition threshold and a measurement attributable for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized. | |||||||||
The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, 2013 and 2012, the Company did not recognize interest and penalties. | |||||||||
At December 31, 2013, the Company had net operating loss carry-forwards of approximately $21,059,100, which expire at various through dates that have not been determined. No tax benefit has been reported in the December 31, 2013 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. | |||||||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate to pretax income from continuing operations for the years ended December 31, 2013 and 2012 due to the following: | |||||||||
2013 | 2012 | ||||||||
Book income | $ | (3,505,200 | ) | $ | (4,228,000 | ) | |||
Tax to book differences for deductible expenses | (17,600 | ) | 106,200 | ||||||
Tax non deductible expenses | 1,403,200 | 2,834,200 | |||||||
Valuation Allowance | 2,119,600 | 1,287,600 | |||||||
Income tax expense | $ | - | $ | - | |||||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||||
The net deferred tax assets and liabilities consist of the following components as of December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
NOL carryover | $ | 8,423,640 | $ | 6,051,100 | |||||
Other carryovers | 449,650 | 436,700 | |||||||
Deferred tax liabilites: | |||||||||
Depreciation | (49,600 | ) | (25,200 | ) | |||||
Less Valuation Allowance | (8,823,690 | ) | (6,462,600 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
10. SUBSEQUENT EVENTS | |
On January 1, 2014, the Company issued an aggregate of 400,000 shares of its common stock previously granted to Ivan Ivankovich and Anthony Fidaleo, both of whom received 200,000 shares of common stock each, for serving on the Company’s Board of Directors at time of issuance. The fair value of these shares has been included in accrued expenses as of December 31, 2013. | |
Between January 6, 2014 and February 19, 2014, a Lender converted an aggregate principal and interest amount of $87,828 into 676,032 shares of common stock under the prior securities purchase agreement. | |
On January 10, 2014, the Company’s Board of Directors authorized the entering into of restricted stock grant agreements providing for the grant of an aggregate of 45,000,000 shares of common stock to certain officers and members of the Company’s management. The shares were eligible for issuance subject to the satisfaction of certain performance criteria and if such performance criteria were met, the shares then become eligible for vesting on a monthly basis. On April 5, 2014, and prior to the issuance or vesting of any of the shares, each of the grantees mutually agreed with the Company to the termination of the restricted stock grant agreements. Subsequently, on April 9, 2014, the Company’s Board of Directors authorized the entering into of restricted stock grant agreements providing for the grant of an aggregate of 40,000,000 shares of common stock to certain officers and members of the Company’s management. The shares are eligible for issuance subject to the satisfaction of certain performance criteria and if such performance criteria are met, the shares then become eligible for vesting on a monthly basis. | |
Between January 16, 2014 and March 31, 2014, holders of convertible notes, known in our filings as “Convertible Promissory Notes” converted an aggregate outstanding principal amount of $665,000, plus unpaid interest of $34,074 into an aggregate of 8,877,130 shares of the Company’s common stock. | |
On January 31, 2014, the Company’s Board of Directors appointed Mr. Byron Elton as director. On February 10, 2014, in connection with Mr. Elton’s appointment, the Company issued to Mr. Elton 100,000 shares of its common stock and was recorded as compensation expense. | |
Between January 31, 2014 through March 31, 2014, the Company sold convertible promissory notes ("Notes") in the aggregate principal amount of $885,000. The Notes mature on various dates, nine 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 range of the lesser of $0.20 to $0.22 (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 Notes include customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In the event of default, the Notes shall become immediately due and payable at the mandatory default amount. The mandatory default amount is 150% of the Notes amount and such mandatory default amount shall bear interest at 10% per annum. 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. | |
In March 2014, holders of warrants to purchase up to an aggregate of 3,000,000 shares of the Company’s common stock at an exercise price of $0.15 per share delivered notices of election to exercise the warrants in full on a cash basis resulting in the issuance of 3,000,000 shares of the Company’s common stock for an aggregate purchase price of $450,000. | |
During the subsequent period through April 7, 2014, in connection with certain one-time make good agreements, the Company issued an aggregate of 434,223 shares of its common stock at a fair value of $96,254 to certain holders of its common stock. | |
During the subsequent period through April 15, 2014, the Company issued 6,213,340 shares of common stock for services at a fair value of $1,300,920. Included in the issuance of those shares, on April 9, 2014, we agreed to issue 2,160,000 shares of our common stock to a consultant in lieu of cash consideration. In addition, on April 9, 2014, our board of directors authorized the issuance to consultants of an aggregate of 3,020,000 shares of our common stock in lieu of cash consideration including 1,000,000 shares of common stock to each of Robert Rashti and Eng Cheh Hong who beneficially own more than 5% of the outstanding shares of our common stock. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Summary of Significant 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 goods are shipped, and the equipment has been fully accepted by the customer. Generally, we extend credit to our customers and do not require collateral. We do not ship a product until we have a purchase agreement signed by the customer with a payment arrangement. | |||||||||||||
Cash and Cash Equivalent | ' | ||||||||||||
Cash and Cash Equivalent | |||||||||||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | |||||||||||||
Loss per Share Calculations | ' | ||||||||||||
Loss per Share Calculations | |||||||||||||
Basic loss per share calculations are computed by dividing income (loss) 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 securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2013 and 2012, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. | |||||||||||||
For the years ended December 31, 2013 and 2012, the dilutive impact of outstanding stock options of 4,684,643 and 465,294, and outstanding warrants of 42,033,596 and 7,554,616 and notes convertible into 12,037,206 and 841,663 shares of our common stock, respectively, have been excluded because their impact on the loss per share is anti-dilutive. | |||||||||||||
Research and Development | ' | ||||||||||||
Research and Development | |||||||||||||
Research and development costs are expensed as incurred. Total research and development costs were $1,072,548 and $980,170 for the years ended December 31, 2013 and 2012, respectively. | |||||||||||||
Advertising Costs | ' | ||||||||||||
Advertising Costs | |||||||||||||
The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $220,535 and $209,761 for the years ended December 31, 2013 and 2012, respectively, which are included in selling and general and administrative expenses in the statement of operations. | |||||||||||||
Use of Estimates | ' | ||||||||||||
Use of Estimates | |||||||||||||
The preparation of the 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. | |||||||||||||
Work-in-Process | ' | ||||||||||||
Work-in-Process | |||||||||||||
The Company recognizes as an asset the accumulated costs for work-in-process on projects expected to be delivered to customers. Work in Process includes the cost price of materials and labor related to the construction of equipment to be sold to customers. | |||||||||||||
Capitalized Patents | ' | ||||||||||||
Capitalized Patents | |||||||||||||
As of December 31, 2012, the Company had unamortized capitalized patent costs of $317,689. In prior years and during the year ended December 31, 2013, the Company capitalized various legal fees incurred in the patent application process related to the Company's Electro Water Separation (EWS) Technology. The Company accounted for these capitalized patents pursuant to ASC 350-30, General Intangibles Other Than Goodwill. The Company initially determined that its patents have a finite useful life, which were to be amortized over its useful life. The Company performed its annual impairment test of its capitalized intangible assets as of December 31, 2013, and based upon its analysis, determined that such costs were impaired and recorded an impairment loss of $317,689 at December 31, 2013. | |||||||||||||
Impairment of Long-lived Assets | ' | ||||||||||||
Impairment of Long-lived Assets | |||||||||||||
Management regularly reviews property, equipment and other long-lived assets for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Based on upon management’s annual assessment, there were no indicators of impairment of the Company’s property and equipment and other long-lived assets during the year ended December 31, 2013. | |||||||||||||
Concentration of Credit Risk | ' | ||||||||||||
Concentration of Credit Risk | |||||||||||||
As of December 31, 2013 and 2012, the Company had bank deposits in excess of Federally insured limits of $571,448 and $252,270, respectively. | |||||||||||||
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 or warrant grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. | |||||||||||||
Property and Equipment | ' | ||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are stated at cost, and are depreciated using the straight line method over their estimated useful lives: | |||||||||||||
Leasehold improvements | lease term or 2 years | ||||||||||||
Computer equipment | 5 Years | ||||||||||||
Furniture & fixtures | 7 Years | ||||||||||||
Machinery & equipment | 10 Years | ||||||||||||
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 statement 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. | |||||||||||||
Reclassification | ' | ||||||||||||
Reclassification | |||||||||||||
During 2013, the Company reclassified $20,000 of current assets to long term assets based on a reassessment of the time to be realized. The prior year amount of $25,000 was also reclassified for comparability. | |||||||||||||
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 December 31, 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. | ||||||||||||
The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2013 and 2012. | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||
Derivative Liability, December 31, 2013 | $ | - | $ | - | $ | 1,031,484 | |||||||
Derivative Liability, December 31, 2012 | $ | - | $ | - | $ | 355,526 | |||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||
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 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 recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||
Schedule of Property and Equipment | ' | ||||||||||||
2013 | 2012 | ||||||||||||
Machinery & equipment | $ | 77,665 | $ | 32,670 | |||||||||
Furniture & fixtures | 27,056 | 27,056 | |||||||||||
Computer equipment | 29,789 | 28,824 | |||||||||||
Leasehold improvements | 94,914 | 94,914 | |||||||||||
229,424 | 183,464 | ||||||||||||
Less accumulated depreciation and amortization | (155,220 | ) | (140,067 | ) | |||||||||
$ | 74,204 | $ | 43,397 | ||||||||||
Schedule of fair value of financial instruments | ' | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||
Derivative Liability, December 31, 2013 | $ | - | $ | - | $ | 1,031,484 | |||||||
Derivative Liability, December 31, 2012 | $ | - | $ | - | $ | 355,526 |
Property_Equipment_Tables
Property & Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property & Equipment [Abstract] | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
2013 | 2012 | ||||||||
Machinery & equipment | $ | 77,665 | $ | 32,670 | |||||
Furniture & fixtures | 27,056 | 27,056 | |||||||
Computer equipment | 29,789 | 28,824 | |||||||
Leasehold improvements | 94,914 | 94,914 | |||||||
229,424 | 183,464 | ||||||||
Less accumulated depreciation and amortization | (155,220 | ) | (140,067 | ) | |||||
$ | 74,204 | $ | 43,397 | ||||||
Convertible_Promissory_Notes_P1
Convertible Promissory Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Convertible Promissory Notes Payable [Abstract] | ' | ||||||||
Schedule of convertible promissory notes payable | ' | ||||||||
2013 | 2012 | ||||||||
Convertible Promisory Notes (a) | $ | 1,530,000 | $ | - | |||||
OID Notes (b) | 273,125 | 573,330 | |||||||
Security Purchase Agreement (c) | 122,828 | 100,000 | |||||||
Total Notes | 1,925,953 | 673,330 | |||||||
Debt Discount | (971,964 | ) | (237,965 | ) | |||||
$ | 953,989 | $ | 435,365 | ||||||
Options_and_Warrants_Tables
Options and Warrants (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Options And Warrants [Abstract] | ' | ||||||||||||||||
Schedule of valuation assumptions of stock options exercisable | ' | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Risk free interest rate | 0.28% - 0.49 | % | 0.87 - 1.58 | % | |||||||||||||
Stock volatility factor | 88.00% - 91.00 | % | 69.93 - 70.25 | % | |||||||||||||
Weighted average expected option life | 4 - 10 years | 4 - 10 years | |||||||||||||||
Expected dividend yield | None | None | |||||||||||||||
Schedule of company's stock option activity and related information | ' | ||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Number | average | Number | average | ||||||||||||||
of | exercise | of | exercise | ||||||||||||||
Options | price | Options | price | ||||||||||||||
Outstanding, beginning of year | 465,294 | $ | 1.67 | 351,130 | $ | 6.14 | |||||||||||
Granted | 4,325,808 | 0.41 | 384,000 | 0.9 | |||||||||||||
Exercised | - | - | - | - | |||||||||||||
Forfeited/Expired | (106,459 | ) | 0.39 | (269,836 | ) | (6.40 | ) | ||||||||||
Outstanding, end of year | 4,684,643 | $ | 0.53 | 465,294 | $ | 1.67 | |||||||||||
Exercisable at the end of year | 1,792,083 | $ | 0.45 | 75,732 | $ | 3.08 | |||||||||||
Weighted average fair value of | |||||||||||||||||
options granted during the year | $ | 0.41 | $ | 0.68 | |||||||||||||
Schedule of weighted average remaining contractual life of options outstanding issued under the plan | ' | ||||||||||||||||
Weighted | |||||||||||||||||
Average | |||||||||||||||||
Stock | Stock | Remaining | |||||||||||||||
Exercise | Options | Options | Contractual | ||||||||||||||
Prices | Outstanding | Exercisable | Life (years) | ||||||||||||||
$ | 0.43 - 7.20 | 1,701,978 | 981,750 | 1.98 - 9.71 | |||||||||||||
$ | 0.29 - 0.44 | 2,982,665 | 810,333 | 9.71 | |||||||||||||
4,684,643 | 1,792,083 | ||||||||||||||||
Schedule of share based compensation, warrant, activity | ' | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Risk free interest rate | 0.17% - 0.44 | % | .62% - .86 | % | |||||||||||||
Stock volatility factor | 83.00% - 88.00 | % | 68.56% - 70.61 | % | |||||||||||||
Weighted average expected option life | 5 years | 5 years | |||||||||||||||
Expected dividend yield | None | None | |||||||||||||||
Schedule of company's warrant activity and related information | ' | ||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
average | average | ||||||||||||||||
exercise | exercise | ||||||||||||||||
Options | price | Options | price | ||||||||||||||
Outstanding -beginning of year | 7,554,616 | $ | 0.79 | 836,188 | $ | 4.2 | |||||||||||
Granted | 37,427,384 | 0.2 | 6,818,430 | 0.66 | |||||||||||||
Exercised | (1,234,210 | ) | 0.3 | - | - | ||||||||||||
Forfeited | (1,714,194 | ) | 1.26 | (100,002 | ) | (4.10 | ) | ||||||||||
Outstanding - end of year | 42,033,596 | $ | 0.31 | 7,554,616 | $ | 0.79 | |||||||||||
Exercisable - end of year | 41,782,058 | 7,098,104 | |||||||||||||||
Schedule of weighted average remaining contractual life of warrants outstanding | ' | ||||||||||||||||
Weighted | |||||||||||||||||
Average | |||||||||||||||||
Remaining | |||||||||||||||||
Exercise | Warrants | Warrants | Contractual | ||||||||||||||
Prices | Outstanding | Exercisable | Life (years) | ||||||||||||||
$ | 0.15 - 0.65 | 40,355,718 | 40,355,718 | 0.14 - 4.45 | |||||||||||||
$ | 0.90 - 10.20 | 811,516 | 811,516 | 0.50 - 4.72 | |||||||||||||
$ | 0.26 - 5.70 | 866,362 | 614,824 | 1.59 - 4.72 | |||||||||||||
42,033,596 | 41,782,058 |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 12 Months Ended | |
Dec. 31, 2013 | ||
Derivative Liabilities [Abstract] | ' | |
Schedule of Derivative Liabilities at Fair Value | ' | |
Risk free interest rate | .05% - .72% | |
Stock volatility factor | 86.88% - 101.0% | |
Weighted average expected option life | 6 months - 4 years | |
Expected dividend yield | None |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Schedule of components of income tax expense (benefit) | ' | ||||||||
2013 | 2012 | ||||||||
Book income | $ | (3,505,200 | ) | $ | (4,228,000 | ) | |||
Tax to book differences for deductible expenses | (17,600 | ) | 106,200 | ||||||
Tax non deductible expenses | 1,403,200 | 2,834,200 | |||||||
Valuation Allowance | 2,119,600 | 1,287,600 | |||||||
Income tax expense | $ | - | $ | - | |||||
Summary of deferred tax assets and liabilities | ' | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
NOL carryover | $ | 8,423,640 | $ | 6,051,100 | |||||
Other carryovers | 449,650 | 436,700 | |||||||
Deferred tax liabilites: | |||||||||
Depreciation | (49,600 | ) | (25,200 | ) | |||||
Less Valuation Allowance | (8,823,690 | ) | (6,462,600 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
Organization_and_Line_of_Busin1
Organization and Line of Business (Detail Textuals) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Organization and Line of Business [Abstract] | ' | ' | ' |
Net cash used in operating activities | ($4,488,315) | ($3,102,421) | ' |
Shareholders' deficit | -1,513,199 | -540,896 | -798,294 |
Working Capital Deficiency | 1,535,766 | ' | ' |
Net loss | ($8,762,991) | ($10,570,029) | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Leasehold improvements | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | 'P2Y |
Computer equipment | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | 'P5Y |
Furniture & fixtures | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | 'P7Y |
Machinery & equipment | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | 'P10Y |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) (Fair Value, Measurements, Recurring, USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
(Level 1) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Liability | ' | ' |
(Level 2) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Liability | ' | ' |
(Level 3) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Liability | $1,031,484 | $355,526 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Stock Options Outstanding | 4,684,643 | 465,294 |
Notes convertible into shares of common stock | 12,037,206 | 841,663 |
Research and development Costs | $1,072,548 | $980,170 |
Advertising costs | 220,535 | 209,761 |
Impairment of patents | 317,689 | ' |
Impairment loss on patents | 317,689 | ' |
Bank deposits in excess of federally insured limits | 571,448 | 257,355 |
Description of accounting for derivatives | '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. | ' |
Reclassification from current assets to long term assets | 20,000 | ' |
Prior to reclassification adjustment | $25,000 | ' |
Warrant | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Loss per share calculations warrants excluded | 42,033,596 | 7,554,616 |
Property_Equipment_Details
Property & Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, gross | $229,424 | $183,464 |
Less accumulated depreciation and amortization | -155,220 | -140,067 |
NET PROPERTY AND EQUIPMENT | 74,204 | 43,397 |
Machinery & equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, gross | 77,665 | 32,670 |
Furniture & fixtures | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, gross | 27,056 | 27,056 |
Computer equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, gross | 29,789 | 28,824 |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, gross | $94,914 | $94,914 |
Property_Equipment_Detail_Text
Property & Equipment (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property And Equipment (Textual) | ' | ' |
Depreciation expense | $15,153 | $13,645 |
Convertible_Promissory_Notes_P2
Convertible Promissory Notes Payable (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Convertible Promissory Notes Payable [Abstract] | ' | ' |
Convertible Promisory Notes (a) | $1,530,000 | ' |
OID Notes (b) | 273,125 | 573,330 |
Security Purchase Agreement (c) | 122,828 | 100,000 |
Total Notes | 1,925,953 | 673,330 |
Debt Discount | -971,964 | -237,965 |
Convertible notes payable, Current | $953,989 | $435,365 |
Convertible_Promissory_Notes_P3
Convertible Promissory Notes Payable (Detail Textuals) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Jun. 20, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | 21-May-13 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Securities Purchase Agreement [Member] | Warrant [Member] | Warrant [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Convertible Promissory Notes [Member] | Convertible Promissory Notes [Member] | Convertible Promissory Notes [Member] | Convertible Promissory Notes [Member] | Convertible Promissory Notes [Member] | Convertible Promissory Notes [Member] | Convertible Promissory Notes [Member] | Convertible Promissory Notes [Member] | OID Notes [Member] | OID Notes [Member] | OID Notes [Member] | OID Notes One [Member] | Other Convertible Note [Member] | |||
Minimum | Maximum | Minimum | Maximum | Securities Purchase Agreement [Member] | Minimum | Maximum | Minimum | Maximum | ||||||||||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount debt | $2,106,873 | ' | $400,000 | ' | ' | ' | ' | ' | ' | $290,560 | $1,910,000 | $350,000 | $1,910,000 | ' | ' | ' | ' | ' | ' | ' | $235,000 | ' |
Debt instrument maturity description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Convertible Promissory Notes mature on various dates ranging from six to nine months from the date of issuance. | ' | ' | ' | ' | 'The original maturity date of the OID Notes is ninety (90) days from their effective date. If the OID Notes are not repaid on maturity, then the maturity date is automatically extended for up to three further 30 day periods and an extension fee of 25% of the then outstanding principal is applied. | ' | ' | 'The maturity dates of the new OID Notes are ninety (90) days from their effective issuance date. | ' |
Debt instrument interest rate | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price of debt | ' | ' | ' | ' | ' | ' | ' | $0.11 | $0.88 | ' | ' | ' | ' | ' | ' | $0.21 | $0.50 | ' | $0.44 | $0.65 | ' | ' |
Conversion price per share of debt, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '50% of the lowest trade price on any trade day following issuance of the Notes. | ' | ' | ' | ' | '70% to 50% of the average of the three lowest closing prices in the 25 trading days previous to a conversion. | ' | ' | ' | ' |
Debt instrument debt default | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The mandatory default amount is 150% of the Notes amount and such mandatory default amount shall bear interest at 10% per annum. | ' | ' | ' | ' | 'In the event of default, such as failure to pay any principal and interest when due and payable (or payable upon conversion), the OID Notes immediately become due and payable at the mandatory default amount which is 150% or 200% of the OID Note amounts. The OID Notes' mandatory default amount bear interest at 10% per annum. | ' | ' | ' | ' |
Debt conversion converted amount | 2,975,226 | 3,561,785 | ' | ' | ' | 1,986 | 298 | ' | ' | ' | ' | ' | 380,000 | ' | 227,172 | ' | ' | ' | ' | ' | 1,687,512 | ' |
Common stock issued for conversion of debt (in shares) | ' | ' | ' | ' | ' | 19,861,112 | 2,980,037 | ' | ' | ' | ' | ' | 3,909,121 | ' | 1,189,417 | ' | ' | ' | ' | ' | 12,480,520 | 1,788,034 |
Debt instrument outstanding amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,530,000 | ' | 1,530,000 | ' | 122,828 | ' | ' | ' | ' | ' | 273,125 | ' |
Debt issuance cost | ' | 237,234 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,500 | ' | ' | ' | ' | ' | ' | ' |
Extension period of maturity on repayment of notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' |
Original issue discount on promissory notes | 273,125 | 573,330 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 78,333 | ' |
Interest and extension fee amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,923 | ' | 30,000 | ' | ' | ' | ' | ' | 1,073,974 | ' |
Debt instrument maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14-Jul-14 | ' |
Security purchase agreement | 122,828 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock called by warrants (in shares) | ' | ' | 615,385 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock called by warrants at first closing (in shares) | ' | ' | 153,846 | ' | ' | ' | ' | ' | ' | ' | 307,692 | 307,692 | 307,692 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants (in dollars per share) | ' | ' | 0.65 | 0.15 | 0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increased interest rate | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount in interest expense | 1,591,266 | 76,122 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 237,965 | 971,964 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of average of lowest closing prices | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | ' | ' | 70.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of trading days previous to conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | '25 days | ' | ' | '25 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unsecured convertible promissory issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Adjustment of Warrants | 88,370 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beneficial conversion feature on promissory notes | 161,422 | 1,479,578 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value of Assets Acquired | 3,063,210 | 1,199,762 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt private placement cost | $956,337 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unsecured_Notes_Payable_Detail
Unsecured Notes Payable (Detail Textuals) (USD $) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Short-term Debt [Line Items] | ' | ' | ' |
Gross proceeds from unsecured debt | ' | ' | $171,361 |
Issuance of shares of common stock | ' | 1,000 | ' |
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 | ' | ' | 210,000 |
Common stock shares issued | ' | 494,020 | ' |
Issuance of shares of common stock | ' | 340,059 | ' |
Converted aggregate principal amount of promissory note | ' | 200,000 | ' |
Balance paid in cash | ' | 10,000 | ' |
Options grant date | 'The notes matured in one year | ' | ' |
Gain loss on settlement of debt | ' | 123,964 | ' |
Accrued interest | ' | $16,113 | ' |
Capital_Stock_Details
Capital Stock (Details) (USD $) | 12 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 26, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Series A Preferred Stock [Member] | Investor One [Member] | Investor Two [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Warrant [Member] | Warrant [Member] | |||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | ||||||||
Capital Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of common stock | $2,267,542 | ' | ' | $1,068,543 | $1,200,000 | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of common stock price per share | ' | ' | ' | $0.25 | $0.15 | ' | ' | ' | ' | ' | ' |
Sale of common stock, shares | ' | ' | ' | 4,274,616 | 8,000,000 | ' | ' | ' | ' | ' | ' |
Sale of common stock description | 'For subscribers who subscribed for $300,000 or more of shares in this offering, the common stock price was $0.15 per share. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for purchase warrants at fair value through a cash exercise | 36,995,692 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.15 | 0.25 |
Warrants exercisable grant period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '5 years |
Stock issued for share based compensation, shares | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for share based compensation | 64,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock fair value in obligation | 105,754 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services (in shares) | ' | ' | ' | ' | ' | 2,448,976 | 1,246,558 | ' | ' | ' | ' |
Issue price of common stock issued for services at fair value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $0.63 | $0.63 | ' | ' |
Common stock issued for services | 902,113 | 1,684,048 | ' | ' | ' | 245 | 124 | ' | ' | ' | ' |
Debt conversion converted amount | $2,975,226 | $3,561,785 | ' | ' | ' | $1,986 | $298 | ' | ' | ' | ' |
Common stock issued for conversion of debt (in shares) | ' | ' | ' | ' | ' | 19,861,112 | 2,980,037 | ' | ' | ' | ' |
Conversion price | ' | ' | ' | ' | ' | ' | ' | $0.11 | $0.88 | ' | ' |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Options_and_Warrants_Details
Options and Warrants (Details) (Employee Stock Option [Member]) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk free interest rate, minimum | 0.28% | 0.87% |
Risk free interest rate, maximum | 0.49% | 1.58% |
Stock volatility factor, minimum | 88.00% | 69.93% |
Stock volatility factor, maximum | 91.00% | 70.25% |
Expected dividend yield | ' | ' |
Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted average expected option life | '4 years | '4 years |
Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted average expected option life | '10 years | '10 years |
Options_and_Warrants_Details_1
Options and Warrants (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' |
Number of Options, outstanding, end of year | 4,684,643 | 465,294 |
Stock Options | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' |
Number of Options, outstanding, beginning of year | 465,294 | 351,130 |
Number of Options, granted | 4,325,808 | 384,000 |
Number of Options, exercised | ' | ' |
Number of Options, forfeited/expired | -106,459 | -269,836 |
Number of Options, outstanding, end of year | 4,684,643 | 465,294 |
Number of Options, exercisable at the end of year | 1,792,083 | 75,732 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' | ' |
Weighted average exercise price, outstanding, beginning of year | $1.67 | $6.14 |
Weighted average exercise price, granted | $0.41 | $0.90 |
Weighted average exercise price, exercised | ' | ' |
Weighted average exercise price, forfeited/expired | $0.39 | ($6.40) |
Weighted average exercise price, outstanding, end of year | $0.53 | $1.67 |
Weighted average exercise price, exercisable at the end of year | $0.45 | $3.08 |
Weighted average fair value of options granted during the year | $0.41 | $0.68 |
Options_and_Warrants_Details_2
Options and Warrants (Details 2) (Stock Options, 2009 Plan, 2012 Plan, and 2013 Plan, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Stock Options Outstanding | 4,684,643 |
Stock Options Exercisable | 1,792,083 |
Range One [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercisable Prices Lower limit | $0.43 |
Exercisable Prices Upper limit | $7.20 |
Stock Options Outstanding | 1,701,978 |
Stock Options Exercisable | 981,750 |
Range One [Member] | Minimum [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Weighted Average Remaining Contractua Life (years) | '1 year 11 months 23 days |
Range One [Member] | Maximum [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Weighted Average Remaining Contractua Life (years) | '9 years 8 months 16 days |
Range Two [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercisable Prices Lower limit | $0.29 |
Exercisable Prices Upper limit | $0.44 |
Stock Options Outstanding | 2,982,665 |
Stock Options Exercisable | 810,333 |
Weighted Average Remaining Contractua Life (years) | '9 years 8 months 16 days |
Options_and_Warrants_Details_3
Options and Warrants (Details 3) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected dividend yield | ' | ' |
Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk free interest rate | 0.05% | ' |
Stock volatility factor | 86.88% | ' |
Weighted average expected option life | '6 months | ' |
Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk free interest rate | 0.72% | ' |
Stock volatility factor | 101.00% | ' |
Weighted average expected option life | '4 years | ' |
Warrant [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted average expected option life | '5 years | '5 years |
Expected dividend yield | ' | ' |
Warrant [Member] | Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk free interest rate | 0.17% | 0.62% |
Stock volatility factor | 83.00% | 68.56% |
Warrant [Member] | Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk free interest rate | 0.44% | 0.86% |
Stock volatility factor | 88.00% | 70.61% |
Options_and_Warrants_Details_4
Options and Warrants (Details 4) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Class Of Warrant Or Right [Roll Forward] | ' | ' |
Warrants, outstanding - end of period | 42,033,596 | 7,554,616 |
Warrant | ' | ' |
Class Of Warrant Or Right [Roll Forward] | ' | ' |
Warrants, outstanding -beginning of period | 7,554,616 | 836,188 |
Warrants, granted | 37,427,384 | 6,818,430 |
Warrants, exercised | -1,234,210 | ' |
Warrants, forfeited | -1,714,194 | -100,002 |
Warrants, outstanding - end of period | 42,033,596 | 7,554,616 |
Class Of Warrant Or Right, Weighted Average Exercise Price [Roll Forward] | ' | ' |
Weighted average exercise price, outstanding - beginning of year | $0.79 | $4.20 |
Weighted average exercise price, granted | $0.20 | $0.66 |
Weighted average exercise price, exercised | $0.30 | ' |
Weighted average exercise price, forfeited | $1.26 | ($4.10) |
Weighted average exercise price, outstanding - end of year | $0.31 | $0.79 |
Options_and_Warrants_Details_5
Options and Warrants (Details 5) (Warrant [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Warrants Outstanding | 42,033,596 |
Warrants Exercisable | 41,782,058 |
Range One [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercisable Prices Lower limit | $0.15 |
Exercisable Prices Upper limit | $0.65 |
Warrants Outstanding | 40,355,718 |
Warrants Exercisable | 40,355,718 |
Range One [Member] | Minimum [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Weighted Average Remaining Contractua Life (years) | '1 month 21 days |
Range One [Member] | Maximum [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Weighted Average Remaining Contractua Life (years) | '4 years 5 months 12 days |
Range Two [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercisable Prices Lower limit | $0.90 |
Exercisable Prices Upper limit | $10.20 |
Warrants Outstanding | 811,516 |
Warrants Exercisable | 811,516 |
Range Two [Member] | Minimum [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Weighted Average Remaining Contractua Life (years) | '6 months |
Range Two [Member] | Maximum [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Weighted Average Remaining Contractua Life (years) | '4 years 8 months 19 days |
Range Three [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercisable Prices Lower limit | $0.26 |
Exercisable Prices Upper limit | $5.70 |
Warrants Outstanding | 866,362 |
Warrants Exercisable | 614,824 |
Range Three [Member] | Minimum [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Weighted Average Remaining Contractua Life (years) | '1 year 7 months 2 days |
Range Three [Member] | Maximum [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Weighted Average Remaining Contractua Life (years) | '4 years 8 months 19 days |
Options_and_Warrants_Detail_Te
Options and Warrants (Detail Textuals) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | 31-May-12 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Common Stock [Member] | Common Stock [Member] | Stock Options | Stock Options | Stock Options | Warrant | Maximum | Maximum | Maximum | Minimum | Minimum | Minimum | 2009 Incentive Stock Option Plan | Stock option plan | Stock option plan | 2013 Incentive Stock Option Plan | 2013 Plan | 2013 Plan | 2013 Plan | Exchange plan one [Member] | Exchange plan two [Member] | |||
Stock Options | Stock Options | Warrant | Stock Options | Stock Options | Warrant | Maximum | Minimum | Common Stock [Member] | Common Stock [Member] | ||||||||||||||
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 | ' | '4 years | '4 years | ' | ' | '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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 533,498 | ' | 500,000 | ' | ' | ' | ' | ' |
Options exercisable price, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.44 | ' | $0.43 | ' | $0.44 | $0.38 | ' | ' |
Estimated fair value of option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $122,705 | ' | $700,000 | $597,974 | ' | ' | ' | ' |
Share based compensation expense | 95,890 | ' | ' | ' | ' | ' | ' | 645,398 | ' | ' | ' | ' | ' | ' | ' | 9,815 | ' | 70,000 | 71,772 | ' | ' | ' | ' |
Future unamortized compensation expense | 855,243 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued upon exercise of warrants at fair value through a cashless exercise (in shares) | ' | ' | 332,960 | 262,281 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option to purchase shares to officer | ' | 759,645 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued, price per share | ' | $0.43 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 483,498 | ' | 2,482,665 | ' | ' | ' | ' | ' |
Stock Options Outstanding | 4,684,643 | 465,294 | ' | ' | 4,684,643 | 465,294 | 351,130 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 50,000 | ' | ' | ' | ' | ' |
Fair value of options issued in current year previously reflected in accrued expenses | 209,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, granted | ' | ' | ' | ' | ' | ' | ' | 37,427,384 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price, granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.25 | ' | ' | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Stock, Shares Issued | 12,037,206 | 841,663 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 332,960 | 779,298 |
Warrants outstanding, intrinsic value | ' | ' | ' | ' | ' | ' | ' | $320,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Liabilities_Details
Derivative Liabilities (Details) | 12 Months Ended |
Dec. 31, 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 | 86.88% |
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 | 101.00% |
Weighted average expected option life | '4 years |
Derivative_Liabilities_Details1
Derivative Liabilities (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Derivative Liabilities (Textual) | ' | ' |
Fair value of derivative liabilities | $1,031,484 | $355,526 |
Debt conversion converted amount | 2,975,226 | 3,561,785 |
Gain on extinguishment of debt | 3,407,340 | -1,634,989 |
Change in valuation of derivative liability | -1,020,088 | -737,185 |
Convertible notes issuance | 2,106,873 | ' |
Derivative liabilities [Member] | ' | ' |
Derivative Liabilities (Textual) | ' | ' |
Fair value of derivative liabilities | 1,031,484 | ' |
Aggregate amount of fair value liabilities | 3,063,210 | ' |
Notes payable derivative liabilities | 2,106,873 | ' |
Changes in derivative liability | 956,337 | ' |
Debt conversion converted amount | 1,172,172 | ' |
Gain on extinguishment of debt | 3,407,340 | ' |
Change in valuation of derivative liability | 1,020,088 | ' |
Convertible notes issuance | $3,063,210 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Abstract] | ' | ' |
Book income | ($3,505,200) | ($4,228,000) |
Tax to book differences for deductible expenses | -17,600 | 106,200 |
Tax non deductible expenses | 1,403,200 | 2,834,200 |
Valuation Allowance | 2,119,600 | 1,287,600 |
Income tax expense | ' | ' |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ' | ' |
NOL carryover | $8,423,640 | $6,051,100 |
Other carryovers | 449,650 | 436,700 |
Deferred tax liabilities: | ' | ' |
Depreciation | -49,600 | -25,200 |
Less Valuation Allowance | -8,823,690 | -6,462,600 |
Net deferred tax asset | ' | ' |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Deferred Tax Benefit [Abstract] | ' |
Operating Loss Carryforwards | $21,059,100 |
Income Tax Expense Benefit Description | 'The amount recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized. |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 2 Months Ended | 3 Months Ended | 2 Months Ended | 0 Months Ended | ||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Apr. 09, 2014 | Apr. 09, 2014 | Apr. 09, 2014 | Apr. 15, 2014 | Apr. 10, 2014 | Jan. 01, 2014 | Mar. 31, 2014 | Feb. 19, 2014 | Apr. 01, 2014 | Apr. 02, 2014 | Oct. 23, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jan. 01, 2014 | Jan. 01, 2014 | Feb. 10, 2014 | |
Robert Rashti [Member] | Eng Cheh Hong [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Ivan Ivankovich [Member] | Anthony Fidaleo [Member] | Byron Elton [Member] | |||||||||||||
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | |||||||||||||||||||
Conversion of debt, Option 2 [Member] | Maximum [Member] | Minimum [Member] | |||||||||||||||||||
Conversion of debt, Option 1 [Member] | Conversion of debt, Option 1 [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for share based compensation, shares | 400,000 | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | 200,000 | 100,000 |
Stock issued for share based compensation | $64,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales of convertible promissory note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 885,000 | 885,000 | ' | ' | ' | ' | ' | ' |
Debt conversion converted amount | 2,975,226 | 3,561,785 | ' | ' | ' | ' | ' | ' | ' | 87,828 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for conversion of debt (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 676,032 | ' | ' | 2,931,214 | ' | 8,877,130 | ' | ' | ' | ' | ' | ' |
Convertible note outstanding principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 665,000 | 665,000 | ' | ' | ' | ' | ' | ' |
Unpaid interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34,074 | 34,074 | ' | ' | ' | ' | ' | ' |
Common stock issued during period | 1,000 | ' | ' | ' | ' | ' | ' | ' | 450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares issued | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | 434,223 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued, price per share | ' | $0.43 | ' | ' | ' | ' | ' | ' | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services | $902,113 | $1,684,048 | ' | ' | ' | $1,300,920 | $1,300,920 | ' | ' | ' | $227,004 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services (in shares) | ' | ' | 1,000,000 | 1,000,000 | 2,160,000 | 6,213,340 | ' | ' | ' | ' | 1,103,340 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' |
Conversion price of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.22 | $0.20 | ' | ' | ' |
Conversion of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '50% of the lowest trade price on any trade day following issuance of the Notes | ' | ' | ' | ' | ' |
Mandatory default condition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The mandatory default amount is 150% of the Notes amount and such mandatory default amount shall bear interest at 10% per annum. | ' | ' | ' | ' | ' | ' | ' |
Additional issuance of common stock to consultants | ' | ' | ' | ' | 3,020,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Oustanding share of comon stock percentage | ' | ' | ' | ' | 'In addition, on April 9, 2014, our board of directors authorized the issuance to consultants of an aggregate of 3,020,000 shares of our common stock in lieu of cash consideration including 1,000,000 shares of common stock to each of Robert Rashti and Eng Cheh Hong who beneficially own more than 5% of the outstanding shares of our common stock. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |