Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | Pulse Beverage Corp | ||
Entity Central Index Key | 1420569 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $21,150,000 | ||
Entity Common Stock, Shares Outstanding | 64,326,037 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash | $49,517 | $1,774,994 |
Accounts receivable | 544,749 | 427,033 |
Inventories | 1,146,120 | 1,187,978 |
Prepaid expenses | 268,267 | 138,877 |
Other current assets | 15,057 | 61,078 |
Total Current Assets | 2,023,710 | 3,589,960 |
Intangible assets, net of accumulated amortization of $85,669 and $54,228 | 266,553 | 340,052 |
Other Assets | ||
Loan receivable, net of current portion - related party | 177,232 | 182,738 |
Intangible assets, net of accumulated amortization of $79,483 and $54,228, respectively | 1,156,115 | 1,150,851 |
Total Other Assets | 1,333,347 | 1,333,589 |
Total Assets | 3,623,610 | 5,263,601 |
Current Liabilities | ||
Accounts payable and accrued expenses | 883,587 | 401,418 |
Total Current Liabilities | 883,587 | 401,418 |
Stockholders' Equity | ||
Common Stock, 100,000,000 shares authorized, $0.00001 par value 54,276,037 and 51,654,135 issued and outstanding, respectively | 543 | 517 |
Additional Paid In Capital | 13,177,720 | 12,668,580 |
Subscriptions received | 100,000 | |
Accumulated Deficit | -10,538,240 | -7,806,914 |
Total Stockholders' Equity | 2,740,023 | 4,862,183 |
Total Liabilities and Stockholders' Equity | 3,623,610 | 5,263,601 |
Preferred Stock | ||
Stockholders' Equity | ||
Preferred Stock, 1,000,000 shares authorized, $0.001 par value, none issued |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred Stock, shares issued | 0 | 0 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 54,276,037 | 51,654,135 |
Common Stock, shares outstanding | 54,276,037 | |
Property And Equipment, Accumulated Depreciation | $174,613 | $88,740 |
Intangible Assets, Accumulated Amortization | $85,669 | $54,228 |
Preferred Stock | ||
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Gross Sales | $3,802,136 | $3,719,890 |
Less: Promotional Allowances and Slotting Fees | -438,821 | -390,465 |
Net Sales | 3,363,315 | 3,329,425 |
Cost of Sales | 2,402,869 | 2,271,271 |
Gross Profit | 960,446 | 1,058,155 |
Expenses | ||
Advertising, samples and displays | 136,971 | 289,440 |
Freight-out | 391,242 | 366,536 |
General and administration | 1,597,243 | 1,475,915 |
Research and development | 55,674 | 101,976 |
Salaries and benefits and broker/agent's fees | 1,401,742 | 1,418,982 |
Stock-based compensation | 166 | 494,204 |
Total Operating Expenses | 3,583,039 | 4,147,053 |
Net Operating Loss | -2,622,592 | -3,088,898 |
Other Income (Expense) | ||
Asset impairment | -55,996 | -115,385 |
Financing expense | -26,000 | |
Forgiveness of debt | 6,486 | |
Interest income, net | 5,027 | 15,536 |
Loss on sale of equipment | -31,764 | |
Total Other Income (Expense) | -108,733 | -93,363 |
Net Loss | ($2,731,326) | ($3,182,261) |
Net Loss Per Share - Basic and Diluted | ($0.05) | ($0.06) |
Weighted Average Shares Outstanding - Basic and Diluted | 52,007,000 | 49,850,000 |
Statements_of_Changes_in_Stock
Statements of Changes in Stockholders' Equity (USD $) | Common Stock | Additional Paid-In Capital | Subscriptions Received | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2012 | $407 | $7,817,539 | $3,193,293 | ||
Balance (Shares) at Dec. 31, 2012 | 40,701,402 | ||||
Shares issued for cash at $0.40 | 103 | 4,102,597 | 4,102,700 | ||
Shares issued for cash at $0.40 (Shares) | 10,256,750 | ||||
Shares issued for debt settlement at $0.40 | 1 | 23,332 | 23,333 | ||
Shares issued for debt settlement at $0.40 (Shares) | 58,333 | ||||
Shares issued for cash at $0.80 | 1 | 99,999 | 100,000 | ||
Shares issued for cash at $0.80 (Shares) | 125,000 | ||||
Shares issued for services rendered or to be rendered at an average fair value of $0.95 | 5 | 463,145 | 463,150 | ||
Shares issued for services rendered or to be rendered at an average fair value of $0.95 (Shares) | 487,650 | ||||
Shares issued for cash - exercise of stock options | 12,500 | 12,500 | |||
Shares issued for cash - exercise of stock options (Shares) | 25,000 | ||||
Share issuance costs | -395,820 | -395,820 | |||
Stock-based compensation | 545,288 | 545,288 | |||
Net Loss | -3,182,261 | -3,182,261 | |||
Ending Balance at Dec. 31, 2013 | 517 | 12,668,580 | -7,806,914 | 4,862,183 | |
Common stock issuable at Dec. 31, 2013 | |||||
Ending Balance (Shares) at Dec. 31, 2013 | 51,654,135 | ||||
Shares issued for cash - exercise of stock options (Shares) | |||||
Shares issued for services rendered or to be rendered in a future period at an average fair value of $0.95 | 26 | 508,974 | 509,000 | ||
Shares issued for services rendered or to be rendered in a future period at an average fair value of $0.95 (Shares) | 2,621,902 | ||||
Stock-based compensation | 166 | 166 | |||
Net Loss | -2,731,326 | -2,731,326 | |||
Ending Balance at Dec. 31, 2014 | 543 | 13,177,720 | 100,000 | -10,538,240 | 2,740,023 |
Common stock issuable at Dec. 31, 2014 | $100,000 | $100,000 | |||
Ending Balance (Shares) at Dec. 31, 2014 | 54,276,037 | 54,276,037 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flow from Operating Activities | ||
Net loss | ($2,731,326) | ($3,182,261) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Amortization and depreciation | 117,314 | 94,674 |
Asset impairment | 55,996 | 115,385 |
Bad debt allowance | 16,500 | 13,680 |
Financing fee paid with shares | 26,000 | |
Forgiveness of debt | -6,486 | |
Loss on sale of asset | 31,764 | |
Shares and options issued for services | 333,999 | 790,987 |
Changes in operating assets and liabilities: | ||
(Increase) in accounts receivable | -134,216 | -242,324 |
Decrease (increase) in prepaid expenses | 19,777 | -37,170 |
(Increase) in inventories | -10,767 | -457,247 |
(Increase) decrease in other assets | -5,184 | 3,866 |
(Decrease) increase in accounts payable and accrued expenses | 482,169 | -13,560 |
Net Cash Used in Operating Activities | -1,797,974 | -2,920,456 |
Cash flow to Investing Activities | ||
Proceeds from note receivable | 5,292 | 5,084 |
Purchase of property and equipment | -14,089 | -36,640 |
Proceeds on sale of equipment | 18,000 | |
Acquisition of intangible assets | -36,706 | -76,500 |
Net Cash Used in Investing Activities | -27,503 | -108,056 |
Cash Flow from Financing Activities | ||
Proceeds from common stock to be issued | 100,000 | |
Proceeds from the sale of common stock, net of costs | 4,058,600 | |
Net Cash Provided by Financing Activities | 100,000 | 4,058,600 |
(Decrease) Increase in Cash | -1,725,477 | 1,030,088 |
Cash - Beginning of Period | 1,774,994 | 744,906 |
Cash - End of Period | 49,517 | 1,774,994 |
Shares and options issued for services, debt and prepaid expenses | 509,166 | 492,963 |
Supplemental Disclosures: | ||
Interest paid | 3,129 | 1,166 |
Income taxes paid |
Nature_of_Operations
Nature of Operations | 12 Months Ended | ||
Dec. 31, 2014 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Nature of Operations | 1 | Nature of Operations | |
Darlington Mines Ltd. (“Darlington”) was incorporated in the State of Nevada on August 23, 2006. On February 15, 2011 Darlington Mines Ltd. closed a voluntary share exchange transaction with a private Colorado company, The Pulse Beverage Corporation, which was formed on March 17,2010, by and among us, The Pulse Beverage Corporation and the stockholders of The Pulse Beverage Corporation. The Pulse Beverage Corporation became a wholly-owned subsidiary. On February 16, 2011 Darlington’s name was changed to “The Pulse Beverage Corporation”. | |||
We manufacture and distribute Natural Cabana® Lemonade, Limeade and Coconut Water and PULSE® Heart & Body Health functional beverages. Our products are distributed domestically in a majority of the states primarily through a series of distribution agreements with various independent local and regional distributors. | |||
As of December 31, 2014, we had cash of $49,517 and working capital of $1,140,123. As of March 31, 2015, we have obtained an additional $905,000 in equity financing to meet our working capital needs. Cash used in operations during the year ended December 31, 2014 totaled $1,797,974 compared to $2,920,456 for 2013. The decrease in cash used in operations compared to 2013 is primarily driven by achieving greater operational efficiencies and reducing operating expenses plus increasing sales as well as receiving credit from our suppliers. We incurred a net loss of $2,731,326 for the year ended December 31, 2014, which is significantly less than the prior year. | |||
As of March 31, 2015, we believe that our current cash will be sufficient to meet our anticipated cash needs through the first half of 2016. Beginning in the fourth quarter of 2014, we made significant reductions in operating expenses and personnel. Thus in 2015 we will be better able to align our operations with available capital and slow our cash used in operations. We believe that these cost controls and realigned expenses are strategically important to further our long-term viability. | |||
We intend to continually monitor and adjust our business plan as necessary to respond to developments in our business, our markets and the broader economy. We believe various debt and equity financing alternatives will be made available to us to support our working capital needs in the future. These alternatives may require significant cash payments for interest and other costs or could be highly dilutive to our existing shareholders. | |||
We believe that the existing amount of working capital as of December 31, 2014 and the additional amount of equity financing obtained in the first quarter of 2015 is sufficient to alleviate the uncertainties relating to our ability to successfully execute on our business plan and finance our operations through the middle of 2016. Our financial statements for the years presented were prepared assuming we will continue in operation for the foreseeable future and will be able to realize assets and settle liabilities and commitments in the normal course of business. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies |
Basis of presentation | |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the Securities and Exchange Commission (SEC) rules and regulations applicable to financial reporting. | |
Use of Estimates | |
The preparation of financial statements in accordance with United States generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. We regularly evaluate estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation, and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments as to the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Cash and Cash Equivalents | |
We maintain cash balances with financial institutions that may exceed federally insured limits. We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents include cash invested in money market accounts. As of December 31, 2014, there were no cash equivalents. | |
Accounts receivable | |
Accounts receivable primarily consists of trade receivables due from wholesalers and distributors. We evaluate the collectability of our trade accounts receivable based on a number of factors. In circumstances where we become aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount we believe will ultimately be collected. Accounts receivable is reported as the customers’ outstanding balances less any allowance for doubtful accounts. We record an allowance for doubtful accounts based on specifically identified amounts that are believed to be uncollectible. After all attempts to collect a receivable have failed, the receivable is written-off against the allowance. The allowance for doubtful accounts was $16,500 and $13,680 as at December 31, 2014 and 2013, respectively. | |
Inventory | |
Inventories consist of raw materials and finished goods and are stated at the lower of cost or market and include adjustments for estimated obsolete or excess inventory. Cost is based on actual cost on a first-in first-out basis. Raw materials that will be used in production in the next twelve months are recorded in inventory. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand, production availability and/or our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market and economic conditions or other factors that may result in cancellations of advance orders or reductions in the rate of reorders placed by customers and/or continued weakening of economic conditions. Additionally, our estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. | |
Property and Equipment | |
Property, equipment and leasehold improvements are stated at cost, less accumulated depreciation and accumulated amortization. Expenditures for repairs and maintenance are expensed as incurred; renewals and betterments are capitalized. Upon disposal of equipment and leasehold improvements, the accounts are relieved of the costs and related accumulated depreciation or amortization, and resulting gains or losses are reflected in the Statements of Operations. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Equipment consists of bottle molds, office and warehouse equipment, and display coolers, all of which have an estimated life of five years. Any leasehold improvements are depreciated over the lesser of the useful life or term of the lease. | |
Long-Lived Assets | |
We account for long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. We assess recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. In 2013 we recognized an impairment of $115,385. There is no impairment charge in 2014 related to long-lived assets. | |
Intangible Assets | |
Intangible assets are comprised primarily of the cost of formulations of our products and of trademarks that represent our exclusive ownership of “Natural Cabana®”, “PULSE®” and “PULSE: Nutrition Made Simple®”; all used in connection with the manufacture, sale and distribution of our beverages. We evaluate our trademarks annually for impairment or earlier if there is an indication of impairment. If there is an indication of impairment of identified intangible assets not subject to amortization, we compare the estimated fair value with the carrying amount of the asset. An impairment loss is recognized to write-down the intangible asset to its fair value if it is less than the carrying amount. The fair value is calculated using the income approach. However, preparation of estimated expected future cash flows is inherently subjective and is based on our best estimate of assumptions concerning expected future conditions. Based on our impairment analysis performed for the years ended December 31, 2014 and 2013, we did not identify indicators of impairment for our intangible assets. | |
Revenue Recognition | |
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Ownership and title of our products pass to customers upon delivery of the products to customers. Certain of our distributors may also perform a separate function as a co-packer on our behalf. In such cases, ownership of and title to our products that are co-packed on our behalf by those co-packers who are also distributors, passes to such distributors when we are notified by them that they have taken transfer or possession of the relevant portion of our finished goods. Net sales have been determined after deduction of discounts, slotting fees and other promotional allowances in accordance with ASC 605-50. All sales to distributors and customers are final; however, in limited instances, due to product quality issues or distributor terminations, we may accept returned product. To date, such returns have been de minimis. | |
Shipping and handling costs | |
The actual costs of shipping and handling for freight to our customers are included in operating expenses. | |
Comprehensive loss | |
We have no elements of comprehensive income or loss during the years ended December 31, 2014 and 2013. | |
Seasonality | |
Our sales are seasonal and we experience fluctuations in quarterly results as a result of many factors. Historically, we have generated a greater percentage of our revenues during the warm weather months of April through September. Timing of customer purchases will vary each year and sales can be expected to shift from one quarter to another. As a result, we believe that period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance or results expected for the entire fiscal year. | |
Advertising costs | |
Advertising costs are expensed as incurred. During the years ended December 31, 2014 and 2013, we incurred advertising costs of $136,971 and $289,440, respectively. | |
Fair Value | |
ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability. The three levels of the fair value hierarchy under ASC Topic 820-10 are described below: | |
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. | |
Level 2 – Valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. | |
Level 3 – Valuations based on inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability. We have no level 3 assets or liabilities. The factors or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. | |
Financial Instruments | |
We have financial instruments whereby the fair value of the financial instruments could be different from that recorded on a historical basis. Our financial instruments consist of cash, accounts and loans receivables, accounts payable and accrued expenses. The carrying amounts of our financial instruments approximate their fair values as of December 31, 2014 and 2013 due to their short-term nature. | |
Income Taxes | |
We follow ASC subtopic 740-10 for recording the provision for income taxes. ASC 740-10 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. | |
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The determination of taxes payable for the current year includes estimates. The Company believes that it has appropriate support for the income tax positions taken, and to be taken, on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. No reserves for an uncertain income tax position have been recorded for the years ended December 31, 2014 or 2013. | |
Concentration of Business and Credit Risk | |
Financial instruments and related items, which potentially subject us to concentrations of credit risk, consist primarily of cash and receivables. We place our cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. As of December 31, 2014 and 2013, we exceeded insurance limits by $nil and $1,534,703, respectively. | |
We review a customer’s credit history before extending credit. As at and for the year ended December 31, 2014 there was one individual customer with a balance in excess of 10% of the accounts receivable totaling 25% and 35% of the balance in 2014 and 2013, respectively. There were no sales to a customer exceeding 10% for 2014 and 2013. | |
Stock-based Compensation | |
We account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the statement of operations based on their fair values at the date of grant. | |
We account for stock-based payments to non-employees in accordance with ASC 718 and Topic 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date. | |
We calculate the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. We estimate forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, we monitor both stock option and warrant exercises as well as employee termination patterns. | |
The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award. | |
Basic and Diluted Net Income (Loss) Per Share | |
Net loss per share is computed in accordance with ASC subtopic 260-10. We present basic loss per share (“EPS”) and diluted EPS on the face of our statements of operations. Basic EPS is computed by dividing reported earnings by the weighted average shares outstanding. Diluted EPS is computed by adding to the weighted average shares the dilutive effect if common stock was issued upon the exercise of stock options and warrants. For the years ended December 31, 2014 and 2013, the denominator in the diluted EPS computation is the same as the denominator for basic EPS due to the anti-dilutive effect of outstanding warrants on our net loss. Total potentially dilutive common share equivalents relating to stock purchase warrants and options granted or issued, as at December 31, 2014 and 2013 is 23,309,247. | |
Recent Pronouncements | |
We continually assess any new accounting pronouncements to determine their applicability to its operations and financial reporting. Where it is determined that a new accounting pronouncement affects our financial reporting, we undertake a study to determine the consequence of the change to our financial statements and assure that there are proper controls in place to ascertain that our financial statements properly reflect the change. | |
ASU 2015-1 | |
In January 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2015-1, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This ASU eliminates from U.S. GAAP the concept of extraordinary items. ASU 2015-1 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. We do not expect the adoption of ASU 2015-1 to have a material effect on our financial position, results of operations or cash flows. | |
ASU 2014-15 | |
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40)". ASU 2014-15 provides guidance related to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosure. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for interim and annual periods thereafter. Early application is permitted. The adoption of ASU 2014-15 did not have a material effect on our financial position, results of operations or cash flows. As a result of adopting ASU 2014-15, we have provided additional disclosure in our footnote 1 related to liquidity. | |
ASU 2014-12 | |
In June 2014, the FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be achieved after the Requisite Service Period.” This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. ASU 2014-12 is effective for annual periods beginning after December 15, 2015, and interim periods within annual periods beginning after December 15, 2015. We do not expect the adoption of ASU 2014-12 to have a material effect on its financial position, results of operations or cash flows. | |
ASU 2014-09 | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). ASU 2014-09 is effective for annual periods beginning after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. We are still evaluating the effect of the adoption of ASU 2014-09. | |
ASU 2013-11 | |
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 Credit Carryforward Exists.” ASU 2013-11 amends the guidance related to the presentation of unrecognized tax benefits and allows for the reduction of a deferred tax asset for a net operating loss (“NOL”) carryforward whenever the NOL or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. ASU 2013-11 is effective for annual and interim periods for fiscal years beginning after December 15, 2013. The adoption of ASU 2013-11 in January 2014 did not have any effect on our financial position, results of operations or cash flows. |
Accounts_Receivable
Accounts Receivable | 12 Months Ended | ||
Dec. 31, 2014 | |||
Receivables [Abstract] | |||
Accounts Receivable | 3. Accounts Receivable | ||
Accounts receivable consists of the following as of December 31: | 2014 | 2013 | |
Trade accounts receivable | $540,355 | $396,014 | |
Less: Allowance for doubtful accounts | -16,500 | -13,680 | |
Trade accounts receivable - net | 523,855 | 382,334 | |
Volume rebate receivable | - | 7,000 | |
Due from a co-packer | 20,894 | 37,699 | |
$544,749 | $427,033 |
Inventories
Inventories | 12 Months Ended | ||
Dec. 31, 2014 | |||
Inventory Disclosure [Abstract] | |||
Inventories | 4. Inventories | ||
2014 | 2013 | ||
Inventories consists of the following as of December 31: | |||
Finished goods | $543,548 | $398,848 | |
Deposit on finished goods | 67,706 | - | |
Finished goods in transit | - | 54,434 | |
Raw Materials | 534,866 | 734,696 | |
$1,146,120 | $1,187,978 |
Loan_Receivable
Loan Receivable | 12 Months Ended |
Dec. 31, 2014 | |
Receivables [Abstract] | |
Loan Receivable | 5. Loan Receivable |
In 2011 we loaned $200,000 to a company owned by our Chief of Product Development. The loan bears interest at a rate of 4% per annum and matures on May 16, 2016 when a final payment of $174,000 is due. Catalyst repays this loan on a monthly basis at $1,055 principal and interest. As of December 31, 2014, the remaining principal balance due is $182,738 of which $5,506 is current and included in Other current assets, the balance of $177,232 is long-term. |
Property_and_Equipment_and_Int
Property and Equipment and Intangible Assets | 12 Months Ended | ||
Dec. 31, 2014 | |||
Property, Plant and Equipment [Abstract] | |||
Property and Equipment and Intangible Assets | 6. Property and Equipment and Intangible Assets | ||
Property and equipment consists of the following as of December 31: | 2013 | ||
2014 | |||
Manufacturing, warehouse, display equipment and molds | $272,272 | $261,522 | |
Office equipment and furniture | 35,194 | 33,570 | |
Mobile display unit and vehicles | 133,700 | 133,700 | |
Less: depreciation | -174,613 | -88,740 | |
Total Property and Equipment | $266,553 | $340,052 | |
2013 | |||
For the years ended December 31, 2014 and 2013, depreciation expense was $85,873 and $64,077, respectively | 2014 | ||
Intangible assets consists of the following as of December 31: | |||
Formulations and manufacturing methods | $790,534 | $779,968 | |
Trademarks, side-panel rights and patents | 388,575 | 362,436 | |
Website | 62,675 | 62,675 | |
Less: amortization | -85,669 | -54,228 | |
Total Intangible Assets | $1,156,115 | $1,150,851 | |
For the years ended December 31, 2014 and 2013, amortization expense was $31,441 and $30,597, respectively. Estimated amortization expense to be recorded for the next five fiscal years and thereafter is as follows: | |||
2015 | $68,000 | ||
2016 | $90,000 | ||
2017 | $133,000 | ||
2018 | $175,000 | ||
2019 | $210,000 | ||
Thereafter | $480,115 |
Common_Stock
Common Stock | 12 Months Ended | ||
Dec. 31, 2014 | |||
Stockholders' Equity Note [Abstract] | |||
Common Stock | 7. Common Stock | ||
Equity transactions during the year ended December 31, 2014 are: | |||
a) | issued a total of 2,621,902 common shares, having an aggregate fair value of $0.95 per share, pursuant to service agreements; and | ||
b) | reserved 1,000,000 common shares pursuant to subscriptions of $100,000 received as at December 31, 2014. See Subsequent Events Note 14 for further subscriptions received and Units issued. | ||
Equity transactions during the year ended December 31, 2013 are: | |||
c) | received $4,102,700 pursuant to our $0.40 Unit offering. We issued a total of 10,256,750 $0.40 Units. Each Unit consisted of one common share and one warrant. Each warrant entitles the holder to purchase one additional share at $0.65 per share at any time on or before February 22, 2016; | ||
d) | issued 125,000 Units at $0.80 per Unit for $100,000. Each Unit consisted of one common share and one warrant. Each warrant entitles the holder to purchase one additional share at $1.00 per share expiring April 18, 2016; | ||
e) | settled $23,333 of debt owing to two Advisory Board Members and a director by issuing 58,333 at $0.40 per unit. Each Unit consisted of one common share and one warrant. Each warrant entitles the holder to purchase one additional common share at $0.65 per share expiring February 22, 2016; | ||
f) | issued a total of 387,650 common shares having an aggregate fair value of $0.84 per share for consulting services; | ||
g) | issued 275,000 common share purchase warrants to purchase an additional common share at $0.65 expiring February 22, 2016; | ||
h) | issued 100,000 common shares, having a fair value of $1.42 per share, as compensation for introduction to an investor; and | ||
i) | issued 25,000 common shares at $0.50 per share for $12,500 cash pursuant to a consultant exercising a stock option. |
Preferred_Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Preferred Stock | 8. Preferred Stock |
Pursuant to a Special Meeting of Shareholders held on July 29, 2011, the Shareholders amended our Articles of Incorporation to authorize the issuance of 1,000,000 shares of preferred stock, par value $0.001, issuable in series with rights, preferences and limitations to be determined by the Board of Directors from time to time. As of December 31, 2014 and 2013, there have been no issuances of preferred stock. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2014 | |
Other Liabilities Disclosure [Abstract] | |
Warrants | 9. Warrants |
As at December 31, 2014 we had 20,234,247 common stock purchase warrants outstanding having an average exercise price of $0.62 per common share and having an average expiration date of 1.32 years. |
Stockbased_Compensation
Stock-based Compensation | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||
Stock-based Compensation | 10. Stock-based Compensation | ||||
On July 29, 2011, we adopted the 2011 Equity Incentive Plan (the “2011 Plan") under which we are authorized to grant up to 4,500,000 shares of common stock. Further, the 2011 Plan authorizes our Board of Directors to grant options, restricted stock awards, performance stock awards and stock appreciation rights as compensation for services rendered. | |||||
On April 27, 2012 we granted stock options under the 2011 Plan to certain officers, directors, employees and consultants to purchase 3,100,000 common shares at $0.50 per common share on or before April 30, 2017. A total of 25% vested immediately with a further 25% vesting on October 31, 2012, April 30, 2013 and October 31, 2013. On May 2, 2013 a director resigned from the Board of Directors. As a result 25,000 stock options expired on that date being the unvested portion of his stock options and 75,000 stock options were cancelled. | |||||
On July 31, 2012 we granted a stock option to a consultant to purchase 100,000 common shares at $0.50 per common share on or before July 30, 2017. A total 25% vested immediately with a further 25% vesting on January 31, 2013, July 30, 2013 and January 31, 2014. On May 21, 2013 a total of 25,000 stock options were exercised for proceeds of $12,500. | |||||
During the years ended December 31, 2014 and 2013, we recorded stock-based compensation of $166 and $545,288. We reversed out previously accrued stock-based compensation of $51,084 pursuant to and Equity Incentive Plan that was cancelled retroactively resulting in net stock-based compensation of $494,204 recorded in the statement of operations. | |||||
The fair values of stock options granted were estimated at the date of grant using the Black-Scholes option-pricing model. The weighted average fair values of stock options vested during the year ended December 31, 2014, was $0.76. The weighted average grant date fair values of stock options granted during the year ended December 31, 2013 was $0.37 per share as to 3,100,000 stock options and $0.33 per share as to 100,000 stock options. | |||||
The weighted average assumptions used for each of the years ended December 31, 2014 and 2013 are as follows: | |||||
2014 | 2013 | ||||
Expected dividend yield | - | 0% | |||
Risk-free interest rate | - | 0.45% | |||
Expected volatility | - | 86% | |||
Expected option life (in years) | - | 3.78 | |||
The following table summarizes the continuity of our stock options: | |||||
Weighted Average Remaining Contractual Term (years) | |||||
Weighted Average Exercise Price | Aggregate Intrinsic Value | ||||
Number of Options | |||||
Outstanding, December 31, 2012 | 3,200,000 | $0.50 | 4.34 | $432,000 | |
Granted | - | - | - | - | |
Forfeited/Cancelled | -100,000 | 0.5 | - | - | |
Exercised | -25,000 | 0.5 | - | - | |
Outstanding, December 31, 2013 | 3,075,000 | 0.5 | 3.34 | - | |
Granted | - | - | - | - | |
Forfeited/cancelled | - | - | - | - | |
Exercised | - | - | - | - | |
Outstanding, December 31, 2014 | 3,075,000 | 0.5 | 2.34 | - | |
Exercisable, December 31, 2014 | 3,075,000 | $0.50 | 2.34 | - | |
A summary of the status of our non-vested stock options outstanding as of December 31, 2014, and changes during the years ended December 31, 2014 and 2013 is presented below: | |||||
Non-vested stock options | |||||
Weighted Average | |||||
Number of Options | Grant Date | ||||
Fair Value | |||||
Non-vested at December 31, 2012 | 1,625,000 | $0.37 | |||
Granted | - | - | |||
Forfeited | -25,000 | 0.37 | |||
Vested | -1,575,000 | 0.37 | |||
Non-vested at December 31, 2013 | 25,000 | 0.37 | |||
Granted | - | - | |||
Vested | -25,000 | 0.37 | |||
Non-vested at December 31, 2014 | - | $- | |||
As at December 31, 2014, there was no unrecognized compensation cost related to non-vested stock options to be recognized. |
Income_Taxes
Income Taxes | 12 Months Ended | ||
Dec. 31, 2014 | |||
Income Tax Disclosure [Abstract] | |||
Income Taxes | 11. Income Taxes | ||
Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. | |||
The significant components of deferred tax assets and liabilities are as follows: | |||
2014 | 2013 | ||
Deferred tax assets: | |||
Net operating loss | $771,759 | $771,356 | |
Stock-based compensation | 116,958 | 269,936 | |
Other deferrals | 13,293 | - | |
Asset impairment | 30,716 | 39,231 | |
932,72 | 1,079,523 | ||
Deferred tax liabilities: | |||
Depreciation and amortization | -23,238 | -4,318 | |
Net deferred tax assets | 909,488 | 1,075,205 | |
Less: Valuation allowance | -909,488 | -1,075,205 | |
Deferred tax asset, net of valuation allowance | $- | $- | |
The net change in the valuation allowance for the year ended December 31, 2014 was $165,717. | |||
We have a net operating loss carryover of $8,445,884 available to offset future income for income tax reporting purposes, which will expire in various years through 2033, if not previously utilized. However, our ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382. | |||
We adopted the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”. We had no material unrecognized income tax assets or liabilities for the years ended December 31, 2014 and 2013. | |||
Our policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the years ended December 31, 2014 and 2013, there was no income tax or related interest and penalty items in the income statement, or liabilities on the balance sheet. We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. We are no longer subject to U.S. federal income tax examinations by tax authorities for years beginning January 1, 2009 or state income tax examination by tax authorities for years beginning January 1, 2010. We are not currently involved in any income tax examinations. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Fair Value Disclosures [Abstract] | |||||
Fair Value Measurements | 12. Fair Value Measurements | ||||
Our financial assets and liabilities carried at fair value have been classified, for disclosure purposes, based on a hierarchy defined by ASC 820. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level input that is significant to its measurement. Our finance department is responsible for performing the valuation of fair value measurements included in the financial statements, including Level 2 and 3 fair values. The valuation processes and results for recurring measurements are reviewed and approved by our Chief Financial Officer (CFO) at least once every quarter, in line with the our quarterly reporting dates. The valuation processes and results for non-recurring measurements are reviewed and approved by our CFO in the quarter in which the measurement occurs. All Level 3 valuation results are discussed by the Board of Directors as part of our quarterly review of the financial statements. | |||||
The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of December 31, 2014: | |||||
Level 1 | Level 2 | Level 3 | Total | ||
Assets: | |||||
Note receivable | - | $182,738 | - | $182,738 | |
Liabilities: | - | - | - | - | |
The following table presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis as of December 31, 2013: | |||||
Level 1 | Level 2 | Level 3 | Total | ||
Assets: | |||||
Note receivable | - | $188,030 | - | $188,030 | |
Liabilities: | - | - | - | - | |
We did not have any financial liabilities recorded at fair value on a recurring basis at December 31, 2014 and 2013. The note receivable value was determined based on the observed values for underlying interest rates and market-determined risk premiums and on its carrying value. There were no changes to our valuation techniques during 2014 and 2013. In 2014 and 2013 there was no movement between assets classified in a certain category level. We believe the carrying amounts of cash, accounts receivable, prepaid expenses, other current assets, accounts payable and accrued expenses are a reasonable approximation of the fair value of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved. |
Commitments
Commitments | 12 Months Ended | |
Dec. 31, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments | 13. Commitments | |
Operating Leases | ||
We lease office, warehouse and storage space, under operating leases that expire at various dates through the year ending December 31, 2017. Certain leases contain renewal options for varying periods and escalation clauses for adjusting rent to reflect changes in price indices. Certain leases require that we pay for insurance, taxes and maintenance applicable to the leased property. | ||
Minimum aggregate future lease payments under non-cancelable operating leases as of December 31, 2014 are as follows: | ||
2015 | $39,380 | |
2016 | $38,640 | |
2017 | $37,739 | |
Rent expense under all operating leases, including short-term rentals as well as cancelable and non-cancelable operating leases, gross, was $90,825 and $73,696 for the years ended December 31, 2014 and 2013, respectively. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events |
On March 27, 2015 we sold 10,050,000 Units at $0.10 per Unit for cash proceeds of $1,005,000 of which $100,000 was received as at December 31, 2014 and $905,000 was received subsequently. Each Unit consisted of one share of restricted common stock and one-half of a warrant. Each whole warrant allows the holder to purchase one additional share at a price of $0.20 per share at any time on or before March 10, 2016. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the Securities and Exchange Commission (SEC) rules and regulations applicable to financial reporting. | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in accordance with United States generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. We regularly evaluate estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation, and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments as to the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
We maintain cash balances with financial institutions that may exceed federally insured limits. We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents include cash invested in money market accounts. As of December 31, 2014, there were no cash equivalents. | |
Accounts receivable | Accounts receivable |
Accounts receivable primarily consists of trade receivables due from wholesalers and distributors. We evaluate the collectability of our trade accounts receivable based on a number of factors. In circumstances where we become aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount we believe will ultimately be collected. Accounts receivable is reported as the customers’ outstanding balances less any allowance for doubtful accounts. We record an allowance for doubtful accounts based on specifically identified amounts that are believed to be uncollectible. After all attempts to collect a receivable have failed, the receivable is written-off against the allowance. The allowance for doubtful accounts was $16,500 and $13,680 as at December 31, 2014 and 2013, respectively. | |
Inventory | Inventory |
Inventories consist of raw materials and finished goods and are stated at the lower of cost or market and include adjustments for estimated obsolete or excess inventory. Cost is based on actual cost on a first-in first-out basis. Raw materials that will be used in production in the next twelve months are recorded in inventory. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand, production availability and/or our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market and economic conditions or other factors that may result in cancellations of advance orders or reductions in the rate of reorders placed by customers and/or continued weakening of economic conditions. Additionally, our estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. | |
Property and Equipment | Property and Equipment |
Property, equipment and leasehold improvements are stated at cost, less accumulated depreciation and accumulated amortization. Expenditures for repairs and maintenance are expensed as incurred; renewals and betterments are capitalized. Upon disposal of equipment and leasehold improvements, the accounts are relieved of the costs and related accumulated depreciation or amortization, and resulting gains or losses are reflected in the Statements of Operations. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Equipment consists of bottle molds, office and warehouse equipment, and display coolers, all of which have an estimated life of five years. Any leasehold improvements are depreciated over the lesser of the useful life or term of the lease. | |
Long-Lived Assets | Long-Lived Assets |
We account for long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. We assess recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. In 2013 we recognized an impairment of $115,385. There is no impairment charge in 2014 related to long-lived assets. | |
Intangible Assets | Intangible Assets |
Intangible assets are comprised primarily of the cost of formulations of our products and of trademarks that represent our exclusive ownership of “Natural Cabana®”, “PULSE®” and “PULSE: Nutrition Made Simple®”; all used in connection with the manufacture, sale and distribution of our beverages. We evaluate our trademarks annually for impairment or earlier if there is an indication of impairment. If there is an indication of impairment of identified intangible assets not subject to amortization, we compare the estimated fair value with the carrying amount of the asset. An impairment loss is recognized to write-down the intangible asset to its fair value if it is less than the carrying amount. The fair value is calculated using the income approach. However, preparation of estimated expected future cash flows is inherently subjective and is based on our best estimate of assumptions concerning expected future conditions. Based on our impairment analysis performed for the years ended December 31, 2014 and 2013, we did not identify indicators of impairment for our intangible assets. | |
Revenue Recognition | Revenue Recognition |
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Ownership and title of our products pass to customers upon delivery of the products to customers. Certain of our distributors may also perform a separate function as a co-packer on our behalf. In such cases, ownership of and title to our products that are co-packed on our behalf by those co-packers who are also distributors, passes to such distributors when we are notified by them that they have taken transfer or possession of the relevant portion of our finished goods. Net sales have been determined after deduction of discounts, slotting fees and other promotional allowances in accordance with ASC 605-50. All sales to distributors and customers are final; however, in limited instances, due to product quality issues or distributor terminations, we may accept returned product. To date, such returns have been de minimis. | |
Shipping and handling costs | Shipping and handling costs |
The actual costs of shipping and handling for freight to our customers are included in operating expenses. | |
Comprehensive loss | Comprehensive loss |
We have no elements of comprehensive income or loss during the years ended December 31, 2014 and 2013. | |
Seasonality | Seasonality |
Our sales are seasonal and we experience fluctuations in quarterly results as a result of many factors. Historically, we have generated a greater percentage of our revenues during the warm weather months of April through September. Timing of customer purchases will vary each year and sales can be expected to shift from one quarter to another. As a result, we believe that period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance or results expected for the entire fiscal year. | |
Advertising costs | Advertising costs |
Advertising costs are expensed as incurred. During the years ended December 31, 2014 and 2013, we incurred advertising costs of $136,971 and $289,440, respectively. | |
Fair Value | Fair Value |
ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability. The three levels of the fair value hierarchy under ASC Topic 820-10 are described below: | |
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. | |
Level 2 – Valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. | |
Level 3 – Valuations based on inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability. We have no level 3 assets or liabilities. The factors or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. | |
Financial Instruments | Financial Instruments |
We have financial instruments whereby the fair value of the financial instruments could be different from that recorded on a historical basis. Our financial instruments consist of cash, accounts and loans receivables, accounts payable and accrued expenses. The carrying amounts of our financial instruments approximate their fair values as of December 31, 2014 and 2013 due to their short-term nature. | |
Income Taxes | Income Taxes |
We follow ASC subtopic 740-10 for recording the provision for income taxes. ASC 740-10 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. | |
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The determination of taxes payable for the current year includes estimates. The Company believes that it has appropriate support for the income tax positions taken, and to be taken, on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. No reserves for an uncertain income tax position have been recorded for the years ended December 31, 2014 or 2013. | |
Concentration of Business and Credit Risk | Concentration of Business and Credit Risk |
Financial instruments and related items, which potentially subject us to concentrations of credit risk, consist primarily of cash and receivables. We place our cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. As of December 31, 2014 and 2013, we exceeded insurance limits by $nil and $1,534,703, respectively. | |
We review a customer’s credit history before extending credit. As at and for the year ended December 31, 2014 there was one individual customer with a balance in excess of 10% of the accounts receivable totaling 25% and 35% of the balance in 2014 and 2013, respectively. There were no sales to a customer exceeding 10% for 2014 and 2013. | |
Stock-based Compensation | Stock-based Compensation |
We account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the statement of operations based on their fair values at the date of grant. | |
We account for stock-based payments to non-employees in accordance with ASC 718 and Topic 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date. | |
We calculate the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. We estimate forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, we monitor both stock option and warrant exercises as well as employee termination patterns. | |
The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award. | |
Basic and Diluted Net Income (Loss) Per Share | Basic and Diluted Net Income (Loss) Per Share |
Net loss per share is computed in accordance with ASC subtopic 260-10. We present basic loss per share (“EPS”) and diluted EPS on the face of our statements of operations. Basic EPS is computed by dividing reported earnings by the weighted average shares outstanding. Diluted EPS is computed by adding to the weighted average shares the dilutive effect if common stock was issued upon the exercise of stock options and warrants. For the years ended December 31, 2014 and 2013, the denominator in the diluted EPS computation is the same as the denominator for basic EPS due to the anti-dilutive effect of outstanding warrants on our net loss. Total potentially dilutive common share equivalents relating to stock purchase warrants and options granted or issued, as at December 31, 2014 and 2013 is 23,309,247. | |
Recent Pronouncements | Recent Pronouncements |
We continually assess any new accounting pronouncements to determine their applicability to its operations and financial reporting. Where it is determined that a new accounting pronouncement affects our financial reporting, we undertake a study to determine the consequence of the change to our financial statements and assure that there are proper controls in place to ascertain that our financial statements properly reflect the change. | |
ASU 2015-1 | |
In January 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2015-1, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This ASU eliminates from U.S. GAAP the concept of extraordinary items. ASU 2015-1 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. We do not expect the adoption of ASU 2015-1 to have a material effect on our financial position, results of operations or cash flows. | |
ASU 2014-15 | |
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40)". ASU 2014-15 provides guidance related to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosure. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for interim and annual periods thereafter. Early application is permitted. The adoption of ASU 2014-15 did not have a material effect on our financial position, results of operations or cash flows. As a result of adopting ASU 2014-15, we have provided additional disclosure in our footnote 1 related to liquidity. | |
ASU 2014-12 | |
In June 2014, the FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be achieved after the Requisite Service Period.” This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. ASU 2014-12 is effective for annual periods beginning after December 15, 2015, and interim periods within annual periods beginning after December 15, 2015. We do not expect the adoption of ASU 2014-12 to have a material effect on its financial position, results of operations or cash flows. | |
ASU 2014-09 | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). ASU 2014-09 is effective for annual periods beginning after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. We are still evaluating the effect of the adoption of ASU 2014-09. | |
ASU 2013-11 | |
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 Credit Carryforward Exists.” ASU 2013-11 amends the guidance related to the presentation of unrecognized tax benefits and allows for the reduction of a deferred tax asset for a net operating loss (“NOL”) carryforward whenever the NOL or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. ASU 2013-11 is effective for annual and interim periods for fiscal years beginning after December 15, 2013. The adoption of ASU 2013-11 in January 2014 did not have any effect on our financial position, results of operations or cash flows. |
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Receivables [Abstract] | |||
Schedule of Accounts Receivable | Accounts receivable consists of the following as of December 31: | 2014 | 2013 |
Trade accounts receivable | $540,355 | $396,014 | |
Less: Allowance for doubtful accounts | -16,500 | -13,680 | |
Trade accounts receivable - net | 523,855 | 382,334 | |
Volume rebate receivable | - | 7,000 | |
Due from a co-packer | 20,894 | 37,699 | |
$544,749 | $427,033 | ||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Inventory Disclosure [Abstract] | |||
Schedule of Inventories | 2014 | 2013 | |
Inventories consists of the following as of December 31: | |||
Finished goods | $543,548 | $398,848 | |
Deposit on finished goods | 67,706 | - | |
Finished goods in transit | - | 54,434 | |
Raw Materials | 534,866 | 734,696 | |
$1,146,120 | $1,187,978 | ||
Property_and_Equipment_and_Int1
Property and Equipment and Intangible Assets (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Property, Plant and Equipment [Abstract] | |||
Schedule of Property and Equipment | 2013 | ||
2014 | |||
Manufacturing, warehouse, display equipment and molds | $272,272 | $261,522 | |
Office equipment and furniture | 35,194 | 33,570 | |
Mobile display unit and vehicles | 133,700 | 133,700 | |
Less: depreciation | -174,613 | -88,740 | |
Total Property and Equipment | $266,553 | $340,052 | |
Schedule of Intangible Assets | 2013 | ||
2014 | |||
Formulations and manufacturing methods | $790,534 | $779,968 | |
Trademarks, side-panel rights and patents | 388,575 | 362,436 | |
Website | 62,675 | 62,675 | |
Less: amortization | -85,669 | -54,228 | |
Total Intangible Assets | $1,156,115 | $1,150,851 | |
Intangible Assets Estimated Amortization Expense | 2015 | $68,000 | |
2016 | $90,000 | ||
2017 | $133,000 | ||
2018 | $175,000 | ||
2019 | $210,000 | ||
Thereafter | $480,115 |
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||
Schedule of Weighted Average Assumptions | 2014 | 2013 | |||
Expected dividend yield | - | 0% | |||
Risk-free interest rate | - | 0.45% | |||
Expected volatility | - | 86% | |||
Expected option life (in years) | - | 3.78 | |||
Summary of Stock Option Activity | Weighted Average Remaining Contractual Term (years) | ||||
Weighted Average Exercise Price | Aggregate Intrinsic Value | ||||
Number of Options | |||||
Outstanding, December 31, 2012 | 3,200,000 | $0.50 | 4.34 | $432,000 | |
Granted | - | - | - | - | |
Forfeited/Cancelled | -100,000 | 0.5 | - | - | |
Exercised | -25,000 | 0.5 | - | - | |
Outstanding, December 31, 2013 | 3,075,000 | 0.5 | 3.34 | - | |
Granted | - | - | - | - | |
Forfeited/cancelled | - | - | - | - | |
Exercised | - | - | - | - | |
Outstanding, December 31, 2014 | 3,075,000 | 0.5 | 2.34 | - | |
Exercisable, December 31, 2014 | 3,075,000 | $0.50 | 2.34 | - | |
Status of Non-Vested Stock Options Outstanding | Non-vested stock options | ||||
Weighted Average | |||||
Number of Options | Grant Date | ||||
Fair Value | |||||
Non-vested at December 31, 2012 | 1,625,000 | $0.37 | |||
Granted | - | - | |||
Forfeited | -25,000 | 0.37 | |||
Vested | -1,575,000 | 0.37 | |||
Non-vested at December 31, 2013 | 25,000 | 0.37 | |||
Granted | - | - | |||
Vested | -25,000 | 0.37 | |||
Non-vested at December 31, 2014 | - | $- |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Income Tax Disclosure [Abstract] | |||
Schedule Of Deferred Tax Assets and Liabilities | 2014 | 2013 | |
Deferred tax assets: | |||
Net operating loss | $771,759 | $771,356 | |
Stock-based compensation | 116,958 | 269,936 | |
Other deferrals | 13,293 | - | |
Asset impairment | 30,716 | 39,231 | |
932,72 | 1,079,523 | ||
Deferred tax liabilities: | |||
Depreciation and amortization | -23,238 | -4,318 | |
Net deferred tax assets | 909,488 | 1,075,205 | |
Less: Valuation allowance | -909,488 | -1,075,205 | |
Deferred tax asset, net of valuation allowance | $- | $- |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | Dec. 31, 2013 | |||||||||
Fair Value Disclosures [Abstract] | ||||||||||
Schedule Of Fair Value Assets And Liabilities Measured On Recurring Basis | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||
Assets: | Assets: | |||||||||
Note receivable | - | $182,738 | - | $182,738 | Note receivable | - | $188,030 | - | $188,030 | |
Liabilities: | - | - | - | - | Liabilities: | - | - | - | - |
Commitments_Tables
Commitments (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Lease Payments | 2015 | $39,380 |
2016 | $38,640 | |
2017 | $37,739 |
Accounts_Receivable_Detail_Sch
Accounts Receivable (Detail) - Schedule of Accounts Receivable (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Receivables [Abstract] | ||
Trade accounts receivable | $540,355 | $396,014 |
Less: Allowance for doubtful accounts | -16,500 | -13,680 |
Trade accounts receivable - net | 523,855 | 382,334 |
Volume rebate receivable | 7,000 | |
Due from a co-packer | 20,894 | 37,699 |
Total | $544,749 | $427,033 |
Inventories_Detail_Schedule_of
Inventories (Detail) - Schedule of Inventory (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Abstract] | ||
Finished goods | $543,548 | $398,848 |
Deposits on Finished Goods | 67,706 | 54,434 |
Finished goods in transit | 54,434 | |
Raw Materials | 534,866 | 734,696 |
Total | $1,146,120 | $1,187,978 |
Property_and_Equipment_and_Int2
Property and Equipment and Intangible Assets (Detail) - Schedule of Property and Equipment (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Abstract] | ||
Manufacturing, warehouse, display equipment and molds | $272,272 | $261,522 |
Office equipment and furniture | 35,194 | 33,570 |
Mobile display unit and vehicles | 133,700 | 133,700 |
Less: depreciation | -174,613 | -88,740 |
Total Property and Equipment | $266,553 | $340,052 |
Property_and_Equipment_and_Int3
Property and Equipment and Intangible Assets (Detail) - Schedule of Intangible Assets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Formulations and manufacturing methods | $790,534 | $779,968 |
Trademarks, side-panel rights and patents | 388,575 | 362,436 |
Website | 62,675 | 62,675 |
Less: amortization | -85,669 | -54,228 |
Total Intangible Assets | $1,156,115 | $1,150,851 |
Property_and_Equipment_and_Int4
Property and Equipment and Intangible Assets (Detail) - Intangible Assets Estimated Amortization Expense (USD $) | Dec. 31, 2014 |
Intangible Assets Estimated Amortization Expense | |
2015 | $68,000 |
2016 | 90,000 |
2017 | 133,000 |
2018 | 175,000 |
2019 | 210,000 |
Thereafter | $480,115 |
Stockbased_Compensation_Detail
Stock-based Compensation (Detail) - Schedule of Weighted Average Assumptions | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected dividend yield | 0.00% | |
Risk-free interest rate | 45.00% | |
Expected volatility | 86.00% | |
Expected option life (in years) | 3.78 |
Stockbased_Compensation_Detail1
Stock-based Compensation (Detail) - Summary of Stock Option Activity (USD $) | 1 Months Ended | 12 Months Ended | |||||
21-May-13 | Jul. 31, 2012 | Apr. 27, 2012 | Jul. 29, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||
Oustanding, Beginning (in Shares) | 3,075,000 | 3,200,000 | |||||
Granted, (in Shares) | 100,000 | 3,100,000 | 4,500,000 | ||||
Forfeited/Cancelled, (in Shares) | ($100,000) | ||||||
Exercised, (in Shares) | -25,000 | ||||||
Oustanding, End (in Shares) | 3,075,000 | 3,075,000 | 3,200,000 | ||||
Exercisable, End (in Shares) | 3,075,000 | ||||||
Oustanding, Weighted Average Exercise Price | $0.50 | ||||||
Oustanding, Weighted - Average Remaining Contractual Term (years) | 2 years 4 months | 3 years 4 months | 4 years 4 months | ||||
Oustanding, Aggregate Intrinsic Value | $432,000 | ||||||
Forfeited/Cancelled, Weighted Average Exercise Price | $0.50 | ||||||
Exercised, Weighted Average Exercise Price | $0.50 | ||||||
Exercisable, Weighted Average Remaining Contractual Term (Years) | 2 years 4 months |
Stockbased_Compensation_Detail2
Stock-based Compensation (Detail) - Status of Non-Vested Stock Options Outstanding (USD $) | 0 Months Ended | 12 Months Ended | ||
2-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Balance of Nonvested Options (in shares) | 25,000 | 1,625,000 | ||
Granted (in shares) | ||||
Forfeited/Cancelled (in shares) | 75,000 | -25,000 | ||
Vested (in shares) | -25,000 | -1,575,000 | ||
Nonvested stock options, Weighted Average Fair Value at Grant Date | ||||
Balance, Beginning | $0.37 | $0.37 | ||
Granted | $0.37 | |||
Forfeited | $0.37 | |||
Vested | $0.37 | $0.37 | ||
Balance, End | $0.37 |
Income_Taxes_Detail_Schedule_O
Income Taxes (Detail) - Schedule Of Deferred Tax Assets and Liabilities (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Tax Assets | ||
Net Operating Losses | $771,759 | $771,356 |
Stock based compensation | 116,958 | 269,936 |
Other deferrals | 13,293 | |
Asset impairment | 30,716 | 39,231 |
us-gaap:DeferredTaxAssetsGross | 93,272 | 1,079,523 |
Deferred Tax Liability | ||
Depreciation and amortization | -23,238 | -4,318 |
Net deferred tax assets | 909,488 | 1,075,205 |
Less valuation allowance | -909,488 | -1,075,205 |
Deferred tax asset - net valuation allowance |
Fair_Value_Measurements_Detail
Fair Value Measurements (Detail) - Schedule Of Fair Value Assets And Liabilities Measured On Recurring Basis (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Note receivable | $182,738 | $188,030 |
Liabilities: | ||
Level 1 [Member] | ||
Note receivable | ||
Liabilities: | ||
Level 2 [Member] | ||
Note receivable | 182,738 | 188,030 |
Liabilities: | ||
Level 3 [Member] | ||
Note receivable | ||
Liabilities: |
Commitments_Details_Schedule_o
Commitments (Details) - Schedule of Future Lease Payments (USD $) | Dec. 31, 2014 |
Minimum Aggregate Future Lease Payments | |
2015 | $39,380 |
2016 | 38,640 |
2017 | $37,739 |
Nature_of_Operations_Details_N
Nature of Operations (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $49,517 | $1,774,994 | |
Working Capital | 1,140,123 | ||
Equity | 905,000 | 100,000 | |
Net Cash Used in Operating Activities | 1,797,974 | 2,920,456 | |
Net Loss | ($2,731,326) | ($3,182,261) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ||
Allowance For Doubtful Accounts | $16,500 | $13,680 |
Long Lived Assets Impairment | 115,385 | |
Advertising Costs | 136,971 | 289,440 |
Exceeded FDIC Insurance Limits | $1,534,703 | |
Dilutive Common Share Equivalents | 23,309,247 | 23,309,247 |
Loan_Receivable_Details_Narrat
Loan Receivable (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Receivables [Abstract] | |
Loan Receivable | $200,000 |
Interest Rate | 4.00% |
Monthly Payment (with interest) | 1,055 |
Remaining Principal Balance Due | 182,738 |
Current Payments and Interest | 5,506 |
Long Term Balance | $177,232 |
Property_and_Equipment_and_Int5
Property and Equipment and Intangible Assets (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation Expense | $85,873 | $64,077 |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | |
0.40 Unit Offering [Member] | ||
Shares Issued, shares | 10,256,750 | |
Shares Issued, value | $4,102,700 | |
Shares Issued, per share value | $0.40 | |
0.80 Unit Offering [Member] | ||
Shares Issued, shares | 125,000 | |
Shares Issued, value | 100,000 | |
Shares Issued, per share value | $0.80 | |
0.40 Unit Offering 2nd [Member] | ||
Shares Issued, shares | 58,333 | |
Shares Issued, value | 23,333 | |
Shares Issued, per share value | $0.40 | |
0.84 Unit Offering [Member] | ||
Shares Issued, shares | 387,650 | |
Shares Issued, per share value | $0.84 | |
0.65 Unit Offering [Member] | ||
Shares Issued, shares | 275,000 | |
Shares Issued, per share value | $0.65 | |
1.42 Unit Offering [Member] | ||
Shares Issued, shares | 100,000 | |
Shares Issued, per share value | $1.42 | |
0.50 Unit Offering [Member] | ||
Shares Issued, shares | 25,000 | |
Shares Issued, value | 12,500 | |
Shares Issued, per share value | $0.50 | |
Service Agreements [Member] | ||
Shares Issued, shares | 2,621,902 | |
Shares Issued, per share value | $0.95 | |
Subscriptions [Member] | ||
Subscriptions Received | $100,000 | |
Shares Reserved | 1,000,000 |
Preferred_Stock_Details_Narrat
Preferred Stock (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 29, 2011 |
Equity [Abstract] | |||
Preferred Stock, shares authorized | 1,000,000 | ||
Preferred Stock, par value | $0.00 | ||
Preferred Stock, shares issued | 0 | 0 |
Warrants_Details_Narrative
Warrants (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Other Liabilities Disclosure [Abstract] | |
Common Stock Purchase Warrants Outstanding | $20,234,247 |
Average Exercise Price | $0.62 |
Average Expiration Date | 1 year 4 months |
Stockbased_Compensation_Detail3
Stock-based Compensation (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||
2-May-13 | 21-May-13 | Jul. 31, 2012 | Apr. 27, 2012 | Jul. 29, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||
Stock Options Granted, shares | 100,000 | 3,100,000 | 4,500,000 | ||||
Stock Options Granted, per share price | $0.50 | $0.50 | |||||
Stock Option, terms | A total 25% vested immediately with a further 25% vesting on January 31, 2013, July 30, 2013 and January 31, 2014. | A total of 25% vested immediately with a further 25% vesting on October 31, 2012, April 30, 2013 and October 31, 2013. | |||||
Weighted Average Grant Date Fair Value Of Stock Options Granted | $0.37 | ||||||
Stock Options Were Exercised, shares | 25,000 | ||||||
Stock Options Were Exercised, proceeds | $12,500 | ||||||
Stock Options Expired | 25,000 | ||||||
Stock Options Cancelled | 75,000 | -25,000 | |||||
Stock-Based Compensation | 166 | 545,288 | |||||
Reversed Out Previously Accrued Stock-Based Compensation | 51,084 | ||||||
Stock-based compensation | $166 | $494,204 | |||||
Average Fair Values Of Stock Options Vested | $0.76 | ||||||
Weighted Average Grant Date Fair Values Of Stock Options Granted | $0.37 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Net Change In The Valuation Allowance | $165,717 |
Net Operating Loss Carryover | $8,445,884 |
Commitments_Details_Narrative
Commitments (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent Expense | $90,825 | $73,696 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Event Date | 27-Mar-15 |
Event Description | On March 27, 2015 we sold 10,050,000 Units at $0.10 per Unit for cash proceeds of $1,005,000 of which $100,000 was received as at December 31, 2014 and $905,000 was received subsequently. Each Unit consisted of one share of restricted common stock and one-half of a warrant. Each whole warrant allows the holder to purchase one additional share at a price of $0.20 per share at any time on or before March 10, 2016. |