Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 14-May-14 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'ORIGINOIL INC | ' |
Entity Central Index Key | '0001419793 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 79,026,771 |
Balance_Sheets
Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash | $994,682 | $821,448 |
Accounts receivable | 22,962 | ' |
Work in process | 30,846 | 21,049 |
Prepaid expenses | 32,661 | 34,531 |
TOTAL CURRENT ASSETS | 1,081,151 | 877,028 |
NET PROPERTY AND EQUIPMENT | 79,033 | 74,204 |
OTHER ASSETS | ' | ' |
Other asset | 37,038 | 40,000 |
Trademark | 4,467 | 4,467 |
Security deposit | 9,650 | 9,650 |
TOTAL OTHER ASSETS | 51,155 | 54,117 |
TOTAL ASSETS | 1,211,339 | 1,005,349 |
Current Liabilities | ' | ' |
Accounts payable | 223,419 | 114,803 |
Accrued expenses | 148,143 | 262,518 |
Deferred income | ' | 50,000 |
Derivative liabilities | 3,821,957 | 1,031,484 |
Convertible promissory notes, net of discount of $1,032,803 and 971,964, respectively | 1,040,321 | 953,989 |
Total Current Liabilities | 5,233,840 | 2,412,794 |
Long Term Liabilities | ' | ' |
Obligation to issue common stock | 47,306 | 105,754 |
TOTAL LIABILITIES | 5,281,146 | 2,518,548 |
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 68,084,274 and 53,664,505 shares issued and outstanding, respectively | 6,808 | 5,366 |
Additional paid in capital | 36,485,732 | 34,811,538 |
Accumulated deficit | -40,562,347 | -36,330,103 |
TOTAL SHAREHOLDERS' DEFICIT | -4,069,807 | -1,513,199 |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $1,211,339 | $1,005,349 |
Balance_Sheets_Parentheticals
Balance Sheets (Parentheticals) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
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 | 68,084,274 | 53,664,505 |
Common stock, shares outstanding | 68,084,274 | 53,664,505 |
Convertible Promissory Note | ' | ' |
Discount on debt (in dollars) | $1,032,803 | $971,964 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Statement [Abstract] | ' | ' |
Sales | $159,410 | ' |
Cost of Goods Sold | 105,970 | ' |
Gross Profit | 53,440 | ' |
Operating Expenses | ' | ' |
Selling and general and administrative expenses | 1,265,851 | 723,828 |
Research and development | 246,847 | 212,775 |
Depreciation and amortization expense | 3,856 | 3,348 |
Total Operating Expenses | 1,516,554 | 939,951 |
Loss from Operations | -1,463,114 | -939,951 |
OTHER INCOME/(EXPENSE) | ' | ' |
Realized gain on investment | 6,353 | ' |
Gain on extinguishment of derivative liability | 1,351,542 | -79,520 |
Loss on change in derivative liability | -3,485,259 | -782,249 |
Commitment fee | ' | -358,187 |
Interest expense | -641,766 | -487,569 |
TOTAL OTHER INCOME/(EXPENSE) | -2,769,130 | -1,707,525 |
NET LOSS | ($4,232,244) | ($2,647,476) |
BASIC LOSS PER SHARE | ($0.07) | ($0.14) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 59,021,011 | 18,323,344 |
Statement_of_Shareholders_Defi
Statement of Shareholders' Deficit (Unaudited) (USD $) | Preferred stock | Common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2013 | ' | $5,366 | $34,811,538 | ($36,330,103) | ($1,513,199) |
Balance (in shares) at Dec. 31, 2013 | ' | 53,664,505 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Common stock issued at fair value for services | ' | 159 | 320,230 | ' | 320,389 |
Common stock issued at fair value for services (in shares) | ' | 1,587,383 | ' | ' | ' |
Debt conversion converted amount | ' | 955 | 785,947 | ' | 786,902 |
Common stock issued for conversion of debt (in shares) | ' | 9,553,162 | ' | ' | ' |
Common stock issued upon exercise of warrants | ' | 300 | 449,700 | ' | 450,000 |
Common stock issued upon exercise of warrants (in shares) | ' | 3,000,000 | ' | ' | ' |
Common stock issuance of supplemental shares | ' | 28 | 58,420 | ' | 58,448 |
Common stock issuance of supplemental shares (in shares) | ' | 279,224 | ' | ' | ' |
Stock and warrant compensation cost | ' | ' | 59,897 | ' | 59,897 |
NET LOSS | ' | ' | ' | -4,232,244 | -4,232,244 |
Balance at Mar. 31, 2014 | ' | $6,808 | $36,485,732 | ($40,562,347) | ($4,069,807) |
Balance (in shares) at Mar. 31, 2014 | ' | 68,084,274 | ' | ' | ' |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($4,232,244) | ($2,647,476) |
Adjustment to reconcile net loss to net cash | ' | ' |
Depreciation & amortization | 3,856 | 3,348 |
Gain on sale of investment | -6,353 | ' |
Common stock and warrants issued for services | 320,389 | 154,898 |
Stock and warrant compensation expense | 59,897 | 30,644 |
Change in valuation of derivative liability | 3,485,259 | 782,249 |
Debt discount and original issue discount recognized as interest expense | 59,897 | 427,134 |
Common stock issued for interest on debt | 49,073 | ' |
(Gain)/loss on extinguishment of derivative liability | -1,351,542 | 79,520 |
Non cash commitment fee expense | ' | 358,187 |
(Increase) Decrease in: | ' | ' |
Accounts receivable | -22,962 | ' |
Prepaid expenses | 1,870 | -4,132 |
Work in progress | -9,797 | -21,136 |
Other asset | 2,500 | 1,200 |
Increase (Decrease) in: | ' | ' |
Accounts payable | 108,616 | 36,970 |
Accrued expenses | -114,375 | 53,684 |
Deferred income | -50,000 | 5,000 |
NET CASH USED IN OPERATING ACTIVITIES | -1,159,896 | -739,910 |
CASH FLOWS USED FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of fixed assets | -8,685 | -2,656 |
Patent expenditures | ' | -49,399 |
Proceeds from sale of investment, at cost | 6,815 | ' |
CASH USED IN INVESTING ACTIVITIES | -1,870 | -52,055 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from convertible promissory notes | 885,000 | 335,000 |
Proceeds for issuance of common stock | 450,000 | 207,533 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,335,000 | 542,533 |
NET INCREASE/(DECREASE) IN CASH | 173,234 | -249,432 |
CASH BEGINNING OF PERIOD | 821,448 | 507,355 |
CASH END OF PERIOD | 994,682 | 257,923 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ' | ' |
Interest paid | ' | 5,262 |
Taxes paid | ' | ' |
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | ' | ' |
Fair value of derivative liability recorded as valuation discount | 656,756 | ' |
Debt conversion converted amount | 786,902 | 53,872 |
Common stock issued for supplemental shares | $58,448 | ' |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended | |
Mar. 31, 2014 | ||
Basis of Presentation [Abstract] | ' | |
Basis of Presentation | ' | |
Basis of Presentation | ||
The accompanying unaudited condensed financial statements of OriginOil, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. For further information refer to the financial statements and footnotes thereto included in the Company's Form 10-K for the year ended December 31, 2013. | ||
Going Concern | ||
The accompanying condensed financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying condensed financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. During the three months ended March 31, 2014, the Company did not generate significant revenue, incurred a net loss of $4,232,244 and cash used in operations of $1,159,896. As of March 31, 2014, the Company had a working capital deficiency of $4,152,689 and a shareholders’ deficit of $4,069,807. 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 three months ended March 31, 2014, the Company obtained funds from the issuance of convertible note agreements and from the exercise of its common stock 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 | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES | |||||||||||||
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. | |||||||||||||
Revenue Recognition | |||||||||||||
We recognize revenue upon delivery of equipment, provided that evidence of an arrangement exists, title, and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. Title to the equipment is transferred to the customer once the last payment is received. We record revenue as it is received, and the equipment has been fully accepted by the customer. Generally, we extend credit to our customers and do not require collateral. We do not ship a product until we have either a purchase agreement or rental agreement signed by the customer with a payment arrangement. | |||||||||||||
Loss per Share Calculations | |||||||||||||
Basic loss per share is 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 three months ended March 31, 2014 and 2013, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. | |||||||||||||
For the period ended March 31, 2014, the Company has excluded 1,946,705 exercisable options, 40,711,474 warrants outstanding, and notes convertible into 24,281,928 shares of common stock, because their impact on the loss per share is anti-dilutive. | |||||||||||||
Stock-Based Compensation | |||||||||||||
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. | |||||||||||||
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 March 31, 2014, 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 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. | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||
Derivative Liability,March 31, 2014 | $ | - | $ | - | $ | 3,821,957 | |||||||
Derivative Liability, December 31, 2013 | $ | - | $ | - | $ | 1,031,484 | |||||||
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. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of the condensed financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing our stock options, warrants, convertible notes, and common stock issued for services, among other items. Actual results could differ from these estimates. | |||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||
Management reviewed accounting pronouncements issued during the period ended March 31, 2014, and no pronouncements were believed by management to have a material impact on the Company’s present or future financial statements. | |||||||||||||
Convertible_Promissory_Notes
Convertible Promissory Notes | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Convertible Promissory Notes Payable [Abstract] | ' | ||||||||
CONVERTIBLE PROMISSORY NOTES | ' | ||||||||
3. CONVERTIBLE PROMISSORY NOTES | |||||||||
Convertible promissory notes payable consist of the following as of March 31, 2014 and December 31, 2013: | |||||||||
Balance as of | 31-Mar-14 | 31-Dec-13 | |||||||
Convertible Promissory Notes (a) | $ | 1,750,000 | $ | 1,530,000 | |||||
OID Notes (b) | 273,124 | 273,125 | |||||||
Securities Purchase Agreement (c) | 50,000 | 122,828 | |||||||
Total Notes | 2,073,124 | 1,925,953 | |||||||
Debt Discount | (1,032,803 | ) | (971,964 | ) | |||||
$ | 1,040,321 | $ | 953,989 | ||||||
(a) Convertible Promissory Notes | |||||||||
As of March 31, 2014 and December 31, 2013, the Company had outstanding $1,750,000 and $1,530,000, respectively, of unsecured convertible Notes to investors (the “Convertible Promissory Notes” or “Notes”). The Notes mature 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 conversion prices range of the lesser of $0.20 to $0.30 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the 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 Note 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. | |||||||||
During the three months ended March 31, 2014, the Company issued an additional $885,000 of these Notes, and converted $665,000 in aggregate principal, plus accrued interest of $34,073 into 8,877,130 shares of common stock. As of March 31, 2014, the Notes remaining balance of $1,750,000 are due at various times through December 26, 2014. | |||||||||
(b) OID Notes | |||||||||
As of March 31, 2014 and December 31, 2013, the remaining balance of the OID Notes was $273,125. The Notes are unsecured convertible promissory notes (the “OID Notes”), that includes an original issue discount and one time interest, which has been fully amortized. The OID Notes were extended and have various due dates through September 19, 2014. The OID Notes are convertible into shares of the Company’s common stock at a conversion price initially of $0.4375. 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. On January 16, 2014, a holder of a note with a more favorable term converted that note at a price of $0.07875, which became part of the OID Notes due to the reset provision mentioned above. 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. | |||||||||
(c) Securities Purchase Agreement | |||||||||
On June 20, 2012, the Company received an initial advance of $100,000. The funds were received in consideration of the sale of a 10% unsecured convertible promissory 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. | |||||||||
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. At December 31, 2013, the unpaid advances under the securities purchase agreement amounted to $122,828. During the three months ended March 31, 2014, the lender converted $72,828 of the convertible notes, plus accrued interest of $15,000, leaving a remaining principal balance of $50,000, which is due on January 10, 2015. During the three months ended March 31, 2014, the Company recognized interest expense of $7,500. | |||||||||
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. | |||||||||
Conversion feature of the notes | |||||||||
The agreements governing the convertible notes discussed above (notes (a), (b) and (c), includes an anti-dilution provision that allows for the automatic reset of the conversion price upon any future sale of the Company’s common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the current conversion price of the Amended Notes or exercise price of the warrants issued with the Convertible Notes. The Company considered the current FASB guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability or whether or not within the issuers’ control, means the instrument is not indexed to the issuers own stock. Accordingly, the Company determined that the conversion prices of the Convertible Notes are not a fixed amount because they are subject to fluctuation based on the occurrence of future offerings or events. As a result, the Company determined that the conversion features are not considered indexed to the Company’s own stock and characterized the initial fair value of these conversion features as derivative liabilities upon issuance. The Company determined the aggregate initial fair value of the embedded conversion feature of the Convertible Notes issued during the three months ended March 31, 2014 to be $656,756. These amounts were determined by management with the use of weighted average Black-Scholes Merton option pricing model. As such, the Company recorded a $656,756 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 three months ended March 31, 2014, the Company included $595,917 of interest relating to the amortization of these discounts, and as of March 31, 2014, the unamortized balance of the note discount was $1,032,803. |
Derivative_Liabilities
Derivative Liabilities | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Derivative Liabilities [Abstract] | ' | ||||||||
DERIVATIVE LIABILITIES | ' | ||||||||
4. 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 3 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. | |||||||||
During the three months ended March 31, 2014, as a result of convertible notes (“Notes”) we issued that were accounted for as derivative liabilities, we determined that the fair value of the conversion feature of the convertible notes at issuance was $656,756, based upon a Black-Sholes-Merton calculation. We recorded the full value of the derivative as a liability at issuance with an offset to valuation discount, which will be amortized over the life of the Notes. | |||||||||
During the three months ended March 31, 2014, $786,902 of convertible notes and accrued interest were converted. As a result of the conversion of these notes, the Company recorded a gain of $1,351,542 due to the extinguishment of the corresponding derivative liability. Furthermore, during the three months ended March 31, 2014, the Company recognized a loss of $3,485,259 to account for the change in fair value of the derivative liabilities. At March 31, 2014, the fair value of the derivative liability was $3,821,957. | |||||||||
For purpose of determining the fair market value of the derivative liability for the embedded conversion feature, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: | |||||||||
as of March 31, | as of December 31, 2013 | ||||||||
2014 | |||||||||
Convertible Notes | 3,821,957 | 1,031,484 | |||||||
Risk free interest rate | .05% - .13 | % | .05% - .72 | % | |||||
Stock volatility factor | 99% - 133 | % | 86.88% - 101.0 | % | |||||
Weighted average expected option life | 6 - 9 months | 6 months - 4 years | |||||||
Expected dividend yield | None | None | |||||||
Capital_Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2014 | |
Capital Stock [Abstract] | ' |
CAPITAL STOCK | ' |
5. CAPITAL STOCK | |
During the three months ended March 31, 2014, the Company issued 1,587,383 shares of common stock for services with prices ranging from $0.20 up to $0.21 with a total fair value of $320,389. The shares issued were valued at the trading price at the date of the agreement. | |
During the three months ended March 31, 2014, the Company issued 9,553,162 shares of common stock for the settlement of convertible promissory notes in an aggregate principal in the amount of $737,828, plus interest in the amount of $49,074, based upon conversion prices of $0.08 up to $0.14. | |
During the three months ended March 31, 2014, the Company issued 3,000,000 shares of common stock upon exercise of 3,000,000 warrants for cash in the amount of $450,000. | |
Issuance of supplemental shares | |
During the year ended December 31, 2013, the Company raised aggregate proceeds of $2,267,542 from the sale of 12,274,616 units of common stock and warrants. 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. | |
The Company considered the effects of the above and determined that as of December 31, 2013 it should record a provision to reflect its potential obligation to issue such shares. The Company is accounting for this liability as of each reporting period until the defined adjustment period has terminated. Based upon its calculation, the Company recorded an obligation at December 31, 2013, to issue shares with a fair value of $105,754. During the period ended March 31, 2014, the Company issued 279,224 of these shares, which has reduced its liability to $47,306 as of March 31, 2014. |
Options_And_Warrants
Options And Warrants | 3 Months Ended | ||||||||||||||
Mar. 31, 2014 | |||||||||||||||
Options And Warrants [Abstract] | ' | ||||||||||||||
OPTIONS AND WARRANTS | ' | ||||||||||||||
6. 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 three months ended March 31, 2014, the Company did not grant any incentive stock options but recognized compensation costs of $59,897 based on the fair value of the options vested for the period ended March 31, 2014, and the remaining unvested stock compensation of $539,743 as of March 31, 2014 will be amortized in future periods. | |||||||||||||||
A summary of the Company’s stock option activity and related information follows: | |||||||||||||||
31-Mar-14 | |||||||||||||||
Weighted | |||||||||||||||
Number | average | ||||||||||||||
of | exercise | ||||||||||||||
Options | price | ||||||||||||||
Outstanding, beginning of period | 4,684,643 | $ | 0.53 | ||||||||||||
Granted | - | - | |||||||||||||
Exercised | - | - | |||||||||||||
Forfeited/Expired | (295,000 | ) | 0.65 | ||||||||||||
Outstanding, end of period | 4,389,643 | $ | 0.53 | ||||||||||||
Exercisable at the end of period | 1,946,705 | $ | 0.44 | ||||||||||||
Weighted average fair value of | |||||||||||||||
options granted during the period | $ | - | |||||||||||||
The weighted average remaining contractual life of options outstanding issued under the 2009 Plan, 2012 Plan, and 2013 Plan as of March 31, 2014 was as follows: | |||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
Stock | Stock | Remaining | |||||||||||||
Exercisable | Options | Options | Contractual | ||||||||||||
Prices | Outstanding | Exercisable | Life (years) | ||||||||||||
$ | 0.43 - 7.20 | 1,606,978 | 1,003,080 | 1.48 - 9.46 | |||||||||||
$ | 0.29 - 0.44 | 2,782,665 | 943,625 | 9.46 | |||||||||||
4,389,643 | 1,946,705 | ||||||||||||||
Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the financial statements of operations during the three months ended March 31, 2014, included compensation expense for the stock-based payment awards granted prior to, but not yet vested, as of March 31, 2014 based on the grant date fair value estimated. | |||||||||||||||
Warrants | |||||||||||||||
During the three months ended March 31, 2014, the Company did not grant any warrants. | |||||||||||||||
A summary of the Company’s warrant activity and related information follows: | |||||||||||||||
31-Mar-14 | |||||||||||||||
Weighted | |||||||||||||||
average | |||||||||||||||
exercise | |||||||||||||||
Options | price | ||||||||||||||
Outstanding -Janaury 1, 2014 | 42,033,596 | $ | 0.31 | ||||||||||||
Granted | - | - | |||||||||||||
Exercised | (3,000,000 | ) | 0.15 | ||||||||||||
Forfeited | - | - | |||||||||||||
Outstanding - March 31, 2014 | 39,033,596 | $ | 0.31 | ||||||||||||
At March 31, 2014, the weighted average remaining contractual life of warrants outstanding: | |||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
Remaining | |||||||||||||||
Exercisable | Warrants | Warrants | Contractual | ||||||||||||
Prices | Outstanding | Exercisable | Life (years) | ||||||||||||
$ | 0.15 - 0.65 | 37,355,718 | 37,355,718 | 0.75 - 4.21 | |||||||||||
$ | 0.26 - 5.70 | 866,362 | 866,362 | 1.35 - 4.47 | |||||||||||
$ | 0.90 - 10.20 | 811,516 | 811,516 | 0.50 - 8.88 | |||||||||||
39,033,596 | 39,033,596 | ||||||||||||||
The intrinsic value of the outstanding warrants at March 31, 2014 was $1,740,000. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
7. SUBSEQUENT EVENTS | |
Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855, and reported the following events: | |
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 key management members of the Company. 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 entered into on January 10, 2014. 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 key management members of the Company which was amended again on May 12, 2014 to increase the shares from 40,000,000 to 62,500,000. 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 April 16, 2014 and May 12, 2014, holders of convertible notes, known in our filings as “Convertible Promissory Notes” converted an aggregate outstanding principal amount of $185,000, plus unpaid interest of $10,025 into an aggregate of 2,476,504 shares of the Company’s common stock. | |
During the subsequent period through April 16, 2014, in connection with certain one-time make good agreements, the Company issued an aggregate of 163,924 shares of its common stock at a fair value of $32,824 to certain holders of its common stock. | |
On April 22, 2014, holders of warrants to purchase up to an aggregate of 2,000,000 shares of the Company’s common stock at an exercise price of $0.15 per share delivered notice of election to exercise the warrants in full on a cash basis resulting in the issuance of 2,000,000 shares of the Company’s common stock for an aggregate purchase price of $300,000. Such holders are affiliates of a beneficial owner of more than 5% of the Company's outstanding shares of common stock. | |
During the subsequent period through May 1, 2014, the Company issued 6,302,069 shares of common stock for services at a fair value of $1,277,001. Included in the issuance of those shares, on April 9, 2014, we issued 2,160,000 shares of our common stock to a consultant in lieu of cash consideration. In addition, between April 9, 2014 and May 12, 2014, we issued to consultants an aggregate of 4,020,000 shares of our common stock in lieu of cash consideration including 1,000,000 shares of common stock to Eng Cheh Hong and 2,000,000 shares of common stock to Robert Rashti who each beneficially own more than 5% of the outstanding shares of our common stock. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
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 it is received, 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 either a purchase agreement or rental agreement signed by the customer with a payment arrangement. | |||||||||||||
Loss per Share Calculations | ' | ||||||||||||
Loss per Share Calculations | |||||||||||||
Basic loss per share is 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 three months ended March 31, 2014 and 2013, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. | |||||||||||||
For the period ended March 31, 2014, the Company has excluded 1,946,705 exercisable options, 40,711,474 warrants outstanding, and notes convertible into 24,281,928 shares of common stock, because their impact on the loss per share is anti-dilutive. | |||||||||||||
Stock-Based Compensation | ' | ||||||||||||
Stock-Based Compensation | |||||||||||||
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. | |||||||||||||
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 March 31, 2014, 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 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 March 31, 2014: | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||
Derivative Liability,March 31, 2014 | $ | - | $ | - | $ | 3,821,957 | |||||||
Derivative Liability, December 31, 2013 | $ | - | $ | - | $ | 1,031,484 | |||||||
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. | |||||||||||||
Use of Estimates | ' | ||||||||||||
Use of Estimates | |||||||||||||
The preparation of the condensed financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing our stock options, warrants, convertible notes, and common stock issued for services, among other items. Actual results could differ from these estimates. | |||||||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||
Management reviewed accounting pronouncements issued during the period ended March 31, 2014, and no pronouncements were 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) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||
Schedule of fair value of financial instruments | ' | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||
Derivative Liability,March 31, 2014 | $ | - | $ | - | $ | 3,821,957 | |||||||
Derivative Liability, December 31, 2013 | $ | - | $ | - | $ | 1,031,484 |
Convertible_Promissory_Notes_T
Convertible Promissory Notes (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Convertible Promissory Notes Payable [Abstract] | ' | ||||||||
Schedule of convertible promissory notes payable | ' | ||||||||
Balance as of | 31-Mar-14 | 31-Dec-13 | |||||||
Convertible Promissory Notes (a) | $ | 1,750,000 | $ | 1,530,000 | |||||
OID Notes (b) | 273,124 | 273,125 | |||||||
Securities Purchase Agreement (c) | 50,000 | 122,828 | |||||||
Total Notes | 2,073,124 | 1,925,953 | |||||||
Debt Discount | (1,032,803 | ) | (971,964 | ) | |||||
$ | 1,040,321 | $ | 953,989 |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Derivative Liabilities [Abstract] | ' | ||||||||
Schedule of derivative liabilities at fair value | ' | ||||||||
as of March 31, | as of December 31, 2013 | ||||||||
2014 | |||||||||
Convertible Notes | 3,821,957 | 1,031,484 | |||||||
Risk free interest rate | .05% - .13 | % | .05% - .72 | % | |||||
Stock volatility factor | 99% - 133 | % | 86.88% - 101.0 | % | |||||
Weighted average expected option life | 6 - 9 months | 6 months - 4 years | |||||||
Expected dividend yield | None | None |
Options_and_Warrants_Tables
Options and Warrants (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2014 | |||||||||||||||
Options And Warrants [Abstract] | ' | ||||||||||||||
Schedule of company's stock option activity and related information | ' | ||||||||||||||
31-Mar-14 | |||||||||||||||
Weighted | |||||||||||||||
Number | average | ||||||||||||||
of | exercise | ||||||||||||||
Options | price | ||||||||||||||
Outstanding, beginning of period | 4,684,643 | $ | 0.53 | ||||||||||||
Granted | - | - | |||||||||||||
Exercised | - | - | |||||||||||||
Forfeited/Expired | (295,000 | ) | 0.65 | ||||||||||||
Outstanding, end of period | 4,389,643 | $ | 0.53 | ||||||||||||
Exercisable at the end of period | 1,946,705 | $ | 0.44 | ||||||||||||
Weighted average fair value of | |||||||||||||||
options granted during the period | $ | - | |||||||||||||
Schedule of weighted average remaining contractual life of options outstanding issued under the plan | ' | ||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
Stock | Stock | Remaining | |||||||||||||
Exercisable | Options | Options | Contractual | ||||||||||||
Prices | Outstanding | Exercisable | Life (years) | ||||||||||||
$ | 0.43 - 7.20 | 1,606,978 | 1,003,080 | 1.48 - 9.46 | |||||||||||
$ | 0.29 - 0.44 | 2,782,665 | 943,625 | 9.46 | |||||||||||
4,389,643 | 1,946,705 | ||||||||||||||
Schedule of company's warrant activity and related information | ' | ||||||||||||||
31-Mar-14 | |||||||||||||||
Weighted | |||||||||||||||
average | |||||||||||||||
exercise | |||||||||||||||
Options | price | ||||||||||||||
Outstanding -Janaury 1, 2014 | 42,033,596 | $ | 0.31 | ||||||||||||
Granted | - | - | |||||||||||||
Exercised | (3,000,000 | ) | 0.15 | ||||||||||||
Forfeited | - | - | |||||||||||||
Outstanding - March 31, 2014 | 39,033,596 | $ | 0.31 | ||||||||||||
Schedule of weighted average remaining contractual life of warrants outstanding | ' | ||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
Remaining | |||||||||||||||
Exercisable | Warrants | Warrants | Contractual | ||||||||||||
Prices | Outstanding | Exercisable | Life (years) | ||||||||||||
$ | 0.15 - 0.65 | 37,355,718 | 37,355,718 | 0.75 - 4.21 | |||||||||||
$ | 0.26 - 5.70 | 866,362 | 866,362 | 1.35 - 4.47 | |||||||||||
$ | 0.90 - 10.20 | 811,516 | 811,516 | 0.50 - 8.88 | |||||||||||
39,033,596 | 39,033,596 | ||||||||||||||
Basis_of_Presentation_Detail_T
Basis of Presentation (Detail Textuals) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Basis of Presentation [Abstract] | ' | ' | ' |
Net cash used in operating activities | ($1,159,896) | ($739,910) | ' |
Shareholders' deficit | -4,069,807 | ' | -1,513,199 |
Working capital deficiency | 4,152,689 | ' | ' |
Net loss | ($4,232,244) | ($2,647,476) | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (Fair Value, Measurements, Recurring, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
(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 | $3,821,957 | $1,031,484 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Detail Textuals) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Notes convertible into shares of common stock | 24,281,928 | ' |
Warrant | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Loss per share calculations warrants excluded | 40,711,474 | 42,033,596 |
Convertible_Promissory_Notes_D
Convertible Promissory Notes (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Convertible Promissory Notes Payable [Abstract] | ' | ' |
Convertible Promissory Notes (a) | $1,750,000 | $1,530,000 |
OID Notes (b) | 273,124 | 273,125 |
Securities Purchase Agreement (c) | 50,000 | 122,828 |
Total Notes | 2,073,124 | 1,925,953 |
Debt Discount | -1,032,803 | -971,964 |
Convertible notes payable, Current | $1,040,321 | $953,989 |
Convertible_Promissory_Notes_D1
Convertible Promissory Notes (Detail Textuals) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||
Jan. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Feb. 15, 2013 | Jun. 20, 2012 | Mar. 31, 2014 | Feb. 15, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jan. 16, 2014 | Dec. 31, 2013 | |
Securities Purchase Agreement [Member] | Securities Purchase Agreement [Member] | Securities Purchase Agreement [Member] | Minimum | 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] | |||||
Securities Purchase Agreement [Member] | Minimum | Maximum | |||||||||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount debt | ' | ' | ' | ' | ' | $400,000 | $50,000 | ' | $1,750,000 | $1,530,000 | ' | ' | ' | ' | ' |
Debt instrument maturity description | 'The notes matured in one year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument interest rate | 8.00% | ' | ' | ' | ' | 10.00% | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' |
Conversion price of debt | ' | ' | ' | ' | ' | $0.65 | ' | $0.65 | ' | ' | $0.20 | $0.30 | $0.44 | $0.08 | ' |
Conversion price per share of debt, Description | ' | ' | ' | ' | ' | ' | ' | ' | '50% of the lowest trade price on any trade day following issuance of the Notes. | ' | ' | ' | ' | ' | ' |
Debt instrument debt default | ' | ' | ' | ' | ' | ' | ' | ' | 'The mandatory default amount is 150% of the Note amount and such mandatory default amount shall bear interest at 10% per annum. | ' | ' | ' | ' | ' | ' |
Sale of common stock price per share | ' | ' | ' | $0.15 | ' | $0.65 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion converted amount | ' | 786,902 | 53,872 | ' | ' | ' | 72,828 | ' | 665,000 | ' | ' | ' | ' | ' | ' |
Common stock issued for conversion of debt (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 8,877,130 | ' | ' | ' | ' | ' | ' |
Original issue discount on promissory notes | ' | 273,124 | ' | 273,125 | ' | ' | ' | ' | ' | ' | ' | ' | 273,125 | ' | 273,125 |
Interest and extension fee amount | ' | ' | ' | ' | ' | ' | 15,000 | ' | 34,074 | ' | ' | ' | ' | ' | ' |
Debt instrument maturity date | ' | ' | ' | ' | ' | ' | 10-Jan-15 | ' | 26-Dec-14 | ' | ' | ' | 19-Sep-14 | ' | ' |
Security purchase agreement | ' | 50,000 | ' | 122,828 | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock called by warrants (in shares) | ' | ' | ' | ' | ' | 615,385 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants (in dollars per share) | ' | ' | ' | ' | ' | 0.65 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increased interest rate | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount in interest expense | ' | 595,917 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of average of lowest closing prices | ' | ' | ' | ' | 70.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of trading days previous to conversion | ' | ' | ' | ' | '25 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of derivative liability recorded as valuation discount | ' | 656,756 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants exercised period | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized interest expense | ' | ' | ' | ' | ' | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized discount note | ' | 1,032,803 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible promissory issued | ' | ' | ' | ' | ' | ' | ' | ' | 885,000 | ' | ' | ' | ' | ' | ' |
Securities Purchase Agreement (c) | ' | $50,000 | ' | $122,828 | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Liabilities_Details
Derivative Liabilities (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Significant assumptions used for black scholes valuation of the derivative | ' | ' |
Convertible Notes | $3,821,957 | $1,031,484 |
Expected dividend yield | ' | ' |
Minimum [Member] | ' | ' |
Significant assumptions used for black scholes valuation of the derivative | ' | ' |
Risk free interest rate | 0.05% | 0.05% |
Stock volatility factor | 99.00% | 86.88% |
Weighted average expected option life | '6 months | '6 months |
Maximum [Member] | ' | ' |
Significant assumptions used for black scholes valuation of the derivative | ' | ' |
Risk free interest rate | 0.13% | 0.72% |
Stock volatility factor | 133.00% | 101.00% |
Weighted average expected option life | '9 months | '4 years |
Derivative_Liabilities_Details1
Derivative Liabilities (Details Textual) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Derivative Liabilities (Textual) | ' | ' | ' |
Fair value of derivative liabilities | $3,821,957 | ' | $1,031,484 |
Gain on extinguishment of debt | 1,351,542 | -79,520 | ' |
Loss on change in derivative liability | -3,485,259 | -782,249 | ' |
Common stock issued for conversion of debt | 786,902 | 53,872 | ' |
Fair Value of Assets Acquired | $656,756 | ' | ' |
Capital_Stock_Details
Capital Stock (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 09, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Capital Stock [Line Items] | ' | ' | ' | ' |
Common stock issued for services (in shares) | 1,000,000 | ' | ' | ' |
Debt conversion converted amount | ' | $786,902 | $53,872 | ' |
Common stock issued upon exercise of warrants | ' | 450,000 | ' | ' |
Sale of common stock | ' | ' | ' | 2,267,542 |
Sale of common stock, shares | ' | ' | ' | 12,274,616 |
Common stock fair value in obligation | ' | ' | ' | 105,754 |
Obligation to issue common stock | ' | 47,306 | ' | 105,754 |
Common Stock [Member] | ' | ' | ' | ' |
Capital Stock [Line Items] | ' | ' | ' | ' |
Common stock issued for services (in shares) | ' | 1,587,383 | ' | ' |
Debt conversion converted amount | ' | 955 | ' | ' |
Common stock issued for conversion of debt (in shares) | ' | 9,553,162 | ' | ' |
Common stock issued upon exercise of warrants | ' | 300 | ' | ' |
Common stock issued upon exercise of warrants (in shares) | ' | 3,000,000 | ' | ' |
Convertible promissory notes interest | ' | 49,074 | ' | ' |
Aggregate principal amount | ' | $737,828 | ' | ' |
Common stock issuance of supplemental shares (in shares) | ' | 279,224 | ' | ' |
Common Stock [Member] | Minimum [Member] | ' | ' | ' | ' |
Capital Stock [Line Items] | ' | ' | ' | ' |
Issue price of common stock issued for services at fair value (in dollars per share) | ' | ' | ' | $0.20 |
Conversion price | ' | $0.08 | ' | $0.11 |
Common Stock [Member] | Maximum [Member] | ' | ' | ' | ' |
Capital Stock [Line Items] | ' | ' | ' | ' |
Issue price of common stock issued for services at fair value (in dollars per share) | ' | ' | ' | $0.21 |
Conversion price | ' | $0.14 | ' | $0.88 |
Options_and_Warrants_Details
Options and Warrants (Details) (Stock Options, USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Stock Options | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' |
Number of Options, outstanding, beginning of period | 4,684,643 |
Number of Options, granted | ' |
Number of Options, exercised | ' |
Number of Options, forfeited/expired | -295,000 |
Number of Options, outstanding, end of period | 4,389,643 |
Number of Options, exercisable at the end of period | 1,946,705 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' |
Weighted average exercise price, outstanding, beginning of period | $0.53 |
Weighted average exercise price, granted | ' |
Weighted average exercise price, exercised | ' |
Weighted average exercise price, forfeited/expired | $0.65 |
Weighted average exercise price, outstanding, end of period | $0.53 |
Weighted average exercise price, exercisable at the end of period | $0.44 |
Weighted average fair value of options granted during the period | ' |
Options_and_Warrants_Details_1
Options and Warrants (Details 1) (Stock Options, 2009 Plan, 2012 Plan, and 2013 Plan, USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Stock Options Outstanding | 4,389,643 |
Stock Options Exercisable | 1,946,705 |
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 | 1,606,978 |
Stock Options Exercisable | 1,003,080 |
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 5 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 5 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 | 2,782,665 |
Stock Options Exercisable | 943,625 |
Weighted Average Remaining Contractua Life (years) | '9 years 5 months 16 days |
Options_and_Warrants_Details_2
Options and Warrants (Details 2) (Warrant, USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Warrant | ' |
Class Of Warrant Or Right [Roll Forward] | ' |
Warrants, outstanding -beginning of period | 42,033,596 |
Warrants, granted | ' |
Warrants, exercised | -3,000,000 |
Warrants, forfeited | ' |
Warrants, outstanding - end of period | 39,033,596 |
Class Of Warrant Or Right, Weighted Average Exercise Price [Roll Forward] | ' |
Weighted average exercise price, outstanding - beginning of year | $0.31 |
Weighted average exercise price, granted | ' |
Weighted average exercise price, exercised | $0.15 |
Weighted average exercise price, forfeited | ' |
Weighted average exercise price, outstanding - end of year | $0.31 |
Options_and_Warrants_Details_3
Options and Warrants (Details 3) (Warrant [Member], USD $) | 3 Months Ended |
Mar. 31, 2014 | |
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 | 37,355,718 |
Warrants Exercisable | 37,355,718 |
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) | '9 months |
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 2 months 16 days |
Range Two [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercisable Prices Lower limit | $0.26 |
Exercisable Prices Upper limit | $5.70 |
Warrants Outstanding | 866,362 |
Warrants Exercisable | 866,362 |
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) | '1 year 4 months 6 days |
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 5 months 19 days |
Range Three [Member] | ' |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercisable Prices Lower limit | $0.90 |
Exercisable Prices Upper limit | $10.20 |
Warrants Outstanding | 811,516 |
Warrants Exercisable | 811,516 |
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) | '6 months |
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) | '8 years 10 months 17 days |
Options_and_Warrants_Detail_Te
Options and Warrants (Detail Textuals) (USD $) | 3 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Jun. 14, 2013 | 31-May-12 | |
2009 Incentive Stock Option Plan | 2013 Incentive Stock Option Plan | Stock option plan | |||
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 | 4,000,000 | 1,000,000 |
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. | ' | ' | ' | ' |
Employee Termination | 'Not less than 30 days nor more than three (3) months after such termination. | ' | ' | ' | ' |
Stock Compensation Expense | $59,897 | $30,644 | ' | ' | ' |
Unvested stock compensation | 539,743 | ' | ' | ' | ' |
Outstanding warrants | $1,740,000 | ' | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||
Apr. 09, 2014 | Jan. 10, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | 1-May-14 | Apr. 22, 2014 | Apr. 09, 2014 | Apr. 16, 2014 | Mar. 31, 2014 | Apr. 09, 2014 | Apr. 09, 2014 | Apr. 09, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||
Consultants [Member] | Robert Rashti [Member] | Eng Cheh Hong [Member] | ||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted common stock to officers and members | ' | 45,000,000 | ' | ' | ' | ' | 40,000,000 | ' | ' | ' | ' | ' |
Outstanding principal amount | ' | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' |
Unpaid interest | ' | ' | ' | 16,113 | ' | ' | ' | 5,507 | ' | ' | ' | ' |
Common stock, shares outstanding | ' | ' | 68,084,274 | 53,664,505 | ' | ' | ' | 1,339,770 | ' | ' | ' | ' |
Common stock shares issued | ' | ' | ' | 494,020 | ' | 2,000,000 | ' | 163,924 | 3,000,000 | ' | ' | ' |
Common stock issued during period | ' | ' | ' | 340,059 | ' | ' | ' | 32,824 | 450,000 | ' | ' | ' |
Exercise price | ' | ' | ' | ' | ' | $0.15 | ' | ' | ' | ' | ' | ' |
Aggregate purchase price | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' |
Purchase of common stock | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' |
Common stock issued for services (in shares) | 1,000,000 | ' | ' | ' | 5,302,069 | ' | ' | ' | ' | 2,160,000 | 1,000,000 | 1,000,000 |
Common stock issued at fair value for services | ' | ' | $320,389 | ' | $1,109,001 | ' | ' | ' | ' | ' | ' | ' |
Oustanding share of comon stock percentage | ' | ' | ' | ' | ' | ' | 'In addition, on April 9, 2014, we issued to consultants 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. | ' | ' | ' | ' | ' |
Additional issuance of common stock to consultants | ' | ' | ' | ' | ' | ' | 3,020,000 | ' | ' | ' | ' | ' |
Common stock shares outstanding, percentage | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' |