Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 8-May-15 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Entity Registrant Name | VIRTUAL PIGGY, INC. | |
Entity Central Index Key | 1437283 | |
Current Fiscal Year End Date | -19 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 | |
Document Period End Date | 31-Mar-15 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 119,117,626 |
Balance_Sheets
Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $1,455,824 | $1,652,392 |
Accounts receivable | 7,550 | 7,607 |
Prepaid expenses | 326,539 | 591,929 |
TOTAL CURRENT ASSETS | 1,789,913 | 2,251,928 |
PROPERTY AND EQUIPMENT | ||
Computer equipment | 112,958 | 109,978 |
Furniture and fixtures | 79,634 | 79,634 |
Leasehold improvements | 81,659 | 81,659 |
Gross property and equipment | 274,251 | 271,271 |
Less: accumulated depreciation | -110,727 | -91,742 |
Total property and equipment | 163,524 | 179,529 |
OTHER ASSETS | ||
Deposit | 39,230 | 46,483 |
Patents and trademarks, net of accumulated amortization of $83,772 and $75,292 | 655,791 | 636,230 |
Total other assets | 695,021 | 682,713 |
TOTAL ASSETS | 2,648,458 | 3,114,170 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 888,989 | 829,372 |
Deferred revenue | 7,892 | 2,685 |
Preferred stock dividend liability | 988,254 | 723,649 |
Notes payable | 2,000,000 | |
TOTAL CURRENT LIABILITIES | 3,885,135 | 1,555,706 |
CONTINGENCIES | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, $ .0001 par value; 230,000,000 shares authorized; 119,117,626 shares issued and outstanding at March 31, 2015 and December 31, 2014 | 11,912 | 11,912 |
Additional paid in capital | 53,992,499 | 53,458,324 |
Accumulated deficit | -55,503,982 | -52,060,191 |
Cumulative translation adjustment | 262,880 | 148,405 |
STOCKHOLDERS' EQUITY (DEFICIT) | -1,236,677 | 1,558,464 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 2,648,458 | 3,114,170 |
Preferred stock, $.0001 par value; 2,000,000 preferred shares authorized; 195,000 preferred shares Series A authorized; 108,600 shares issued and outstanding at March 31, 2015 and December 31, 2014 [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock | 11 | 11 |
Preferred stock, $.0001 par value; 2,000,000 preferred shares authorized; 222,222 preferred shares Series B authorized; 28,378 shares issued and outstanding at March 31, 2015 and December 31, 2014 [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock | $3 | $3 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Patents and trademarks, accumulated amortization | $83,772 | $75,292 |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 230,000,000 | 230,000,000 |
Common stock, shares issued | 119,117,626 | 119,117,626 |
Common stock, shares outstanding | 119,117,626 | 119,117,626 |
Series A preferred shares [Member] | ||
Preferred stock, shares authorized | 195,000 | 195,000 |
Preferred stock, shares issued | 108,600 | 108,600 |
Preferred stock, shares outstanding | 108,600 | 108,600 |
Series B preferred shares [Member] | ||
Preferred stock, shares authorized | 222,222 | 222,222 |
Preferred stock, shares issued | 28,378 | 28,378 |
Preferred stock, shares outstanding | 28,378 | 28,378 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Statements of Operations [Abstract] | ||
SALES | $4,109 | $425 |
OPERATING EXPENSES | ||
Sales and marketing | 889,237 | 1,197,412 |
Product development | 590,870 | 885,974 |
Integration and customer support | 61,838 | 187,039 |
General and administrative | 1,492,252 | 1,217,303 |
Strategic consulting | 135,000 | |
Total operating expenses | 3,169,197 | 3,487,728 |
NET OPERATING LOSS | -3,165,088 | -3,487,303 |
OTHER INCOME (EXPENSE) | ||
Interest income | 149 | 1,502 |
Interest expense | -14,247 | -94,280 |
Change in fair value of embedded derivative liability | -2,185,375 | |
Total other income (expense) | -14,098 | -2,278,153 |
NET LOSS | -3,179,186 | -5,765,456 |
Less: Deemed dividend distributions | -2,366,419 | |
Less: Accrued preferred dividends | -264,605 | |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | ($3,443,791) | ($8,131,875) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | ($0.03) | ($0.07) |
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 119,117,626 | 114,818,293 |
Statements_of_Comprehensive_Lo
Statements of Comprehensive Loss (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Statements of Comprehensive Loss [Abstract] | ||
NET LOSS | ($3,179,186) | ($5,765,456) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Foreign Currency Translation Adjustments, net of tax | 114,475 | -17,580 |
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), net of tax | 114,475 | -17,580 |
COMPREHENSIVE LOSS | ($3,064,711) | ($5,783,036) |
Statement_of_Changes_in_Stockh
Statement of Changes in Stockholders' Equity (Deficit) (USD $) | Total | Series A preferred shares [Member] | Series B preferred shares [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Cumulative Translation Adjustment [Member] |
Balance at Dec. 31, 2014 | $1,558,464 | $11 | $3 | $11,912 | $53,458,324 | ($52,060,191) | $148,405 |
Balance, shares at Dec. 31, 2014 | 108,600 | 28,378 | 119,117,626 | ||||
Revaluation of options and warrants | 228,743 | 228,743 | |||||
Issuance of options for services | 190,364 | 190,364 | |||||
Issuance of equity for services | 115,068 | 115,068 | |||||
Accrued preferred dividend | -264,605 | -264,605 | |||||
Net loss | -3,179,186 | -3,179,186 | 0 | ||||
Cumulative translation adjustment | 114,475 | 114,475 | |||||
Balance at Mar. 31, 2015 | ($1,236,677) | $11 | $3 | $11,912 | $53,992,499 | ($55,503,982) | $262,880 |
Balance, shares at Mar. 31, 2015 | 108,600 | 28,378 | 119,117,626 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ($3,179,186) | ($5,765,456) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Fair value of warrants issued in exchange for services | ||
Fair value of options issued in exchange for services | 190,364 | 288,551 |
Fair value of stock issued in exchange for services | 115,068 | |
Revaluation of options and warrants | 228,743 | |
Change in fair value of embedded derivative liability | 2,185,375 | |
Accretion of discount on notes payable | 86,087 | |
Depreciation and amortization | 28,719 | 18,518 |
Loss on abandonment of patents and disposal of fixed assets | 895 | 8,109 |
(Increase) decrease in assets | ||
Accounts receivable | 57 | -285 |
Prepaid expenses | 265,390 | -55,293 |
Deposits | 7,253 | -228,831 |
Increase (decrease) in liabilities | ||
Accounts payable, accrued expenses and litigation settlement | 59,617 | -553,194 |
Deferred revenue | 5,207 | |
Net cash used in operating activities | -2,277,873 | -4,016,419 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of equipment | -5,129 | -51,751 |
Patent and trademark costs | -28,041 | -54,624 |
Net cash used in investing activities | -33,170 | -106,375 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from note payable | 2,000,000 | |
Repayment of note payable | -1,000,000 | |
Proceeds from issuance of preferred stock and warrants | 5,045,000 | |
Proceeds from exercise of options and warrants | 100,000 | |
Proceeds from exercise of warrants | 2,521,143 | |
Stock issuance costs | -170,165 | |
Net cash provided by financing activities | 2,000,000 | 6,495,978 |
EFFECT OF EXCHANGE RATE ON CASH | 114,475 | -17,580 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -196,568 | 2,355,604 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 1,652,392 | 1,752,461 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 1,455,824 | 4,108,065 |
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES: | ||
Interest paid | 8,193 | |
Fair value of beneficial conversion value as discount against Preferred Stock | 1,648,825 | |
Fair value of warrant liability as discount against Preferred Stock | 1,547,925 | |
Accretion of discount on preferred stock as deemed distribution | 1,648,825 | |
Deemed dividend distribution in conjunction with warrant exchange | 717,594 | |
Accrued preferred dividend | $264,605 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | |||
Mar. 31, 2015 | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Nature of the Business | ||||
Virtual Piggy, Inc. (the “Company”) was incorporated in the state of Delaware on February 11, 2008. Virtual Piggy is a technology company that delivers an online ecommerce solution for the family. Its system allows parents and their children to manage, allocate funds and track their expenditures, savings and charitable giving online. Its system is designed to allow the child to transact online without a credit card by gaining the parent's permission ahead of time and allowing the parent to set up the rules of use and authorized spending limits. The Company's principal office is located in Hermosa Beach, California. | ||||
Virtual Piggy's technology, branded as “Oink,” enables online businesses to interact and transact with the “Under 18” market in a manner consistent with the Children's Online Privacy Protection Act (“COPPA”) and other similar international children's privacy laws. Oink was launched in the US in 2012 and in the European market in 2013, and now has the capability to offer and deliver gift cards. | ||||
The Company secures agreements with merchants, retail and gaming e-commerce platforms and payment processors, which allows it to offer its Oink service to its user base. A number of retailers and gaming companies are using Oink with their e-commerce systems and the Company is in the process of integrating the other signed retailers and gaming companies. The Company is continuing to add merchants which provides more opportunities for its registered systems users to purchase products online. | ||||
Basis of Presentation | ||||
The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The financial statements should be read in conjunction with the financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, as amended, as filed with the Securities and Exchange Commission (the “SEC”). Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015. | ||||
The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to continue operations and operationalize the Company's current technology before another company develops similar technology to compete with the Company. | ||||
It is management's opinion that all adjustments necessary for the fair statement of the results for interim periods have been made, and disclosures have been made of so as to not make such financial information misleading. | ||||
Use of Estimates | ||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | ||||
Comprehensive Income | ||||
The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. The Company has one item of other comprehensive income, consisting of a foreign translation adjustment. | ||||
Fair Value of Financial Instruments | ||||
The Company's financial instruments consist of accounts receivable, accounts payable and accrued expenses. The carrying value of accounts receivable, accounts payable and accrued expenses approximate their fair value because of their short maturities. | ||||
The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, and applies it to all assets and liabilities that are being measured and reported on a fair value basis. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: | ||||
Level 1: Quoted market prices in active markets for identical assets or liabilities | ||||
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data | ||||
Level 3: Unobservable inputs that are not corroborated by market data | ||||
The level in the fair value hierarchy within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. | ||||
Foreign Currency Translation | ||||
The functional currency of operations outside the U.S. is British Pounds. | ||||
Concentration of Credit Risk Involving Cash | ||||
The Company may have deposits with a financial institution which at times exceed Federal Deposit Insurance Corporation (“FDIC”) coverage. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits. | ||||
Cash and Cash Equivalents | ||||
For purposes of reporting cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and certificates of deposit and commercial paper with original maturities of 90 days or less to be cash or cash equivalents. | ||||
Property and Equipment | ||||
Property, equipment and leasehold improvements are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Maintenance and repairs of property are charged to operations, and major improvements are capitalized. Upon retirement, sale, or other disposition of property and equipment, the costs and accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in operations. The cost of leasehold improvements is amortized over the lesser length of the related leases or the estimated useful lives of the assets. Depreciation of property and equipment was $20,239 and $8,389 for the three months ended March 31, 2015 and 2014, respectively, and is included in general and administrative expenses. | ||||
The Company's depreciation and amortization policies on property and equipment are as follows: | ||||
Useful life | ||||
(in years) | ||||
Computer equipment | 5-Mar | |||
Furniture and fixtures | 7 | |||
Leasehold improvements | Term of lease | |||
Patents and Trademarks | ||||
The Company has three issued patents with the United States Patent and Trademark Office (“USPTO”), entitled “System and Method for Verifying the Age of an Internet User,” “System and Method for Virtual Piggy Bank Wish-List,” and “System and Method for Virtual Piggy Bank.” The Company has filed for one provisional U.S. patent application, as well as twelve non-provisional U.S. patent applications, four of which are pending, three of which have been allowed, and five of which have been abandoned. Additionally, the Company has been granted two patents in Germany, entitled “Virtual Piggy Bank” and “Parent Match.” The Company also has patents pending in Australia, Brazil, Canada (“Parent Match” has been allowed), Europe, and the Republic of Korea under the Patent Cooperation Treaty (“PCT”). Costs associated with the registration and legal defense of the patents have been capitalized and are amortized on a straight-line basis over the estimated lives of the patents. | ||||
Long-Lived Assets | ||||
The Company evaluates the recoverability of its long-lived assets in accordance with FASB ASC 360 “Property, Plant, and Equipment.” The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cash flows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets. | ||||
Revenue Recognition | ||||
In accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition (Codified in FASB ASC 605), the Company will recognize revenue when (i) persuasive evidence of a customer or distributor arrangement exists or acceptance occurs, (ii) a retailer, distributor or wholesaler receives the goods, (iii) the price is fixed or determinable, and (iv) collectability of the sales revenues is reasonably assured. Subject to these criteria, the Company will generally recognize revenue at the time of the sale of the associated product. | ||||
Income Taxes | ||||
The Company follows FASB ASC 740 when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements 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. Tax years from 2011 through 2014 remain subject to examination by major tax jurisdictions. | ||||
Stock-based Payments | ||||
The Company accounts for stock-based compensation under the provisions of FASB ASC 718, Compensation—Stock Compensation which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC 505 -50, Equity-Based Payments to Non-Employees (“ASC 505-50”). Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Any stock options issued to non-employees are recorded as an expense and additional paid-in capital in stockholders' equity over the applicable service periods. | ||||
Advertising Costs | ||||
Advertising costs are expensed as incurred. Advertising costs were $109,549 and $53,628 for the three months ended March 31, 2015 and 2014, respectively. These costs are included in sales and marketing expenses. | ||||
Product Development Costs | ||||
In accordance with FASB ASC 730, research and development costs are expensed when incurred. Research and development costs were $590,870 and $885,974 for the three months ended March 31, 2015 and 2014, respectively. | ||||
Loss Per Share | ||||
The Company follows FASB ASC 260 when reporting Earnings Per Share resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for the each of the quarters presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. | ||||
Start-up Costs | ||||
In accordance with FASB ASC 720, start-up costs are expensed as incurred. | ||||
Segment Information | ||||
The Company is organized and operates as one operating segment. In accordance with FASB ASC 280, Segment Reporting, the chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company subject to Board approval. Since the Company operates in one segment and provides one group of similar products, all financial segment and product line information required by FASB ASC 280 can be found in the consolidated financial statements. | ||||
Recently Issued Accounting Pronouncements Not Yet Adopted | ||||
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The amendments in this Update provide guidance about management's responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related footnote disclosures. Substantial doubt about an entity's ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. Management is assessing the impact of the adoption to the financial statements. | ||||
Reclassifications | ||||
Certain amounts in the 2014 financial statements have been reclassified in order for them to be in conformity with the 2015 presentation. | ||||
MANAGEMENT_PLANS
MANAGEMENT PLANS | 3 Months Ended |
Mar. 31, 2015 | |
MANAGEMENT PLANS [Abstract] | |
MANAGEMENT PLANS | NOTE 2 – MANAGEMENT PLANS |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses and experienced negative cash flow from operations since inception. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Since inception, the Company has focused on developing and implementing its business plan. The Company believes that its existing cash resources will not be sufficient to sustain operations during the next twelve months. The Company currently needs to generate revenue in order to sustain its operations. In the event that the Company cannot generate sufficient revenue to sustain its operations, the Company will need to reduce expenses or obtain financing through the sale of debt and/or equity securities. The issuance of additional equity would result in dilution to existing shareholders. If the Company is unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would likely be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial condition and results of operations. | |
The Company's current monetization model is to derive a percentage of all revenues generated by online merchants using the Oink service. Merchants are billed at the end of each month for all transactions that have been processed by the Company on their behalf in the prior month. As the merchant base and consumer base grows, and as the trend to higher online spending levels continues, the Company expects to generate additional revenue to help support operations. | |
As of May 8, 2015, the Company had a cash position of approximately $1.6 million. Based upon the current cash position, management believes the Company has the capability to finance its operations through June 2015. | |
PATENTS_AND_TRADEMARKS
PATENTS AND TRADEMARKS | 3 Months Ended |
Mar. 31, 2015 | |
PATENTS AND TRADEMARKS [Abstract] | |
PATENTS AND TRADEMARKS | NOTE 3 – PATENTS AND TRADEMARKS |
The Company continues to apply for patents and purchased the Oink trademark in November 2013. Accordingly, costs associated with the registration of the patents have been capitalized and are amortized on a straight-line basis over the estimated lives of the patents (20 years). The trademark is also being amortized on a straight-line basis over its estimated useful life of 20 years. At March 31, 2015 and December 31, 2014, capitalized patent and trademark costs, net of accumulated amortization, were $655,791 and $636,230. Amortization expense for patents and trademarks was $8,480 and $10,129 for the three months ended March 31, 2015 and 2014, respectively. | |
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended | ||
Mar. 31, 2015 | |||
NOTES PAYABLE [Abstract] | |||
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE | ||
On December 27, 2013, the Company entered into two identical agreements with two stockholders that each include a note payable in the amount of $500,000 and two-year warrants to purchase 37,500 shares of the Company's common stock at $0.01 and two-year warrants to purchase 50,000 shares of the Company's common stock at $1.00 per share. The notes bore interest at 10% per annum and were payable upon the earlier of: | |||
a. | 5 days after the sale of the Company's securities in one transaction or series of related transactions, which sale resulted in gross proceeds to the Company of at least $3 million; | ||
b. | Upon (i) the sale or other disposition of all or substantially all of the Company's assets or (ii) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain, as a result of shares in the Company held by such holders prior to such transaction, at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such transaction or series of transactions; or | ||
c. | February 28, 2014. | ||
The warrants were valued at $92,470, fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 22.2%, risk free interest rate of .4% and expected option life of 2 years. The warrant values were treated as a discount to the value of the note payable in accordance with FASB ASC 835-30-25, Recognition and were accreted over the term of the note payable for financial statement purposes. These notes were repaid in full in January 2014 and therefore the remaining unamortized discount was fully accreted. | |||
On March 6, 2015, the Company, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), issued $2,000,000 aggregate principal amount of its 10% Secured Convertible Promissory Notes due March 5, 2016 (the “Notes”) to certain accredited investors (the “Investors”). | |||
The Notes are convertible by the holders, at any time, into shares of the Company's Series B Preferred Stock at a conversion price of $90.00 per share, subject to adjustment for stock splits, stock dividends and similar transactions with respect to the Series B Preferred Stock only. Each share of Series B Preferred Stock is currently convertible into 100 shares of the Company's common stock at a current conversion price of $0.90 per share, subject to anti-dilution adjustment as described in the Certificate of Designation of the Series B Preferred Stock. In addition, pursuant to the terms of a Security Agreement entered into on March 6, 2015 by and among the Company, the Investors and a collateral agent acting on behalf of the Investors (the “Security Agreement”), the Notes are secured by a lien against substantially all of the Company's business assets. Pursuant to the Purchase Agreement, the Company also granted piggyback registration rights to the holders of the Series B Preferred Stock upon a conversion of the Notes. | |||
The Notes are recorded as a current liability as of March 31, 2015. Interest accrued on the notes during the quarter ended March 31, 2015 was $14,247. | |||
During the three months ended March 31, 2015 and 2014, $14,247 and $86,807 was recorded as interest expense. | |||
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 5 – INCOME TAXES |
Income tax expense was $0 for the three months ended March 31, 2015 and 2014. | |
As of December 31, 2014, the Company had net operating loss carry forwards approximating $48 million. | |
As of January 1, 2015, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during 2014 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the three months ended March 31, 2015, and there was no accrual for uncertain tax positions as of March 31, 2015. Tax years 2011 through 2014 remain subject to examination by major tax jurisdictions. | |
There is no income tax benefit for the losses for the three months ended March 31, 2015 and 2014, since management has determined that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such benefits. | |
LITIGATION
LITIGATION | 3 Months Ended |
Mar. 31, 2015 | |
LITIGATION [Abstract] | |
LITIGATION | NOTE 6 – LITIGATION |
On April 10, 2014, the Company was named in a law suit in superior court for the State of California filed by a former employee alleging wrongful termination and seeking monetary damages and legal fees. During the three months ended September 30, 2014, the matter was settled in mediation. | |
CONVERTIBLE_PREFERRED_STOCK
CONVERTIBLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2015 | |
CONVERTIBLE PREFERRED STOCK [Abstract] | |
CONVERTIBLE PREFERRED STOCK | NOTE 7 – CONVERTIBLE PREFERRED STOCK |
Series A Preferred Stock | |
In January 2014, the Company, pursuant to a Securities Purchase Agreement (the “Series A Purchase Agreement”), issued in a private placement to certain accredited investors, 50,450 shares of the Company's Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”) at an original issue price of $100 per share (the “Original Series A Issue Price”) and two-year warrants to purchase 5,045,000 shares of the Company's common stock at an exercise price of $1.00 per share (the “Series A Warrants”), for an aggregate purchase price of $5,045,000. Pursuant to the Series A Purchase Agreement, the Company also granted piggyback registration rights to the holders of the Series A Preferred Stock and Series A Warrants. The Series A Purchase Agreement provides that the holders of the Series A Preferred Stock shall be entitled to nominate two directors of the Company. Dividends accrue at a rate of 8% and are cumulative. The Company had incurred and capitalized approximately $141,000 of costs associated with this offering, which were charged to additional paid in capital when the transaction was consummated. | |
In accordance with FASB ASC 480 and 815, the Series A Preferred Stock has been classified as permanent equity and was valued at $3,396,175, net of the beneficial conversion feature of $1,648,825, at January 27, 2014. | |
The conversion feature of the Series A Preferred Stock is an embedded derivative, which is classified as a liability in accordance with FASB ASC 815 and was valued in accordance with FASB ASC 470 as a beneficial conversion feature at a fair market value of $1,648,825 at January 27, 2014, and $0 at March 31, 2015. This was classified as an embedded derivative liability and a discount to Series A Preferred Stock. Since the Series A Preferred Stock can be converted at any time, the full amount of the discount was accreted and reflected as a deemed distribution. | |
The Series A Warrants associated with the Series A Preferred Stock were also classified as equity, in accordance with FASB ASC 480-10-25. Therefore it is not necessary to bifurcate the Series A Warrants from the Series A Preferred Stock. | |
The Series A Preferred Stock has a preference in liquidation equal to two times the Original Series A Issue Price to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 2.5 times the Original Series A Issue Price. The Series A Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock can be converted. The Series A Preferred Stock also contains customary approval rights with respect to certain matters. | |
The conversion price of the Series A Preferred Stock is subject to anti-dilution adjustment and was subsequently reduced from $1.00 to $0.90 per share, resulting from the issuance by the Company of Series B Preferred Stock with a conversion price of $0.90 per share. | |
The Series A Preferred Stock is subject to mandatory conversion if certain registration or related requirements are satisfied and the average closing price of the Company's common stock exceeds 2.5 times the conversion price over a period of twenty consecutive trading days. | |
On April 30, 2014, the Company sold, in a private placement to certain accredited investors, an additional 58,150 shares of Series A Preferred Stock and Series A Warrants to purchase 5,815,000 shares of the Company's common stock for an aggregate purchase price of $5,815,000. In accordance with FASB ASC 480 and 815, the additional Series A Preferred Stock has been classified as permanent equity and was valued at $2,326,000, net of the beneficial conversion feature of $3,489,000, at April 30, 2014. The Company had incurred and capitalized approximately $6,000 of costs associated with this offering, which were charged to additional paid in capital when the transaction was consummated. | |
The conversion feature of the additional Series A Preferred Stock is an embedded derivative, which is classified as a liability in accordance with FASB ASC 815 and was valued in accordance with FASB ASC 470 as a beneficial conversion feature at a fair market value of $3,489,000 at April 30, 2014 and $0 at March 31, 2015. This was classified as an embedded derivative liability and a discount to Series A Preferred Stock. Since the Series A Preferred Stock can be converted at any time, the full amount of the discount was accreted and reflected as a deemed distribution. | |
Series B Preferred Stock | |
In October 2014, the Company, pursuant to a Securities Purchase Agreement (the “Series B Purchase Agreement”), issued in a private placement to certain accredited investors, 28,378 shares of the Company's Series B Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”) at an original issue price of $90 per share (the “Original Series B Issue Price”) and two-year warrants to purchase 2,837,800 shares of the Company's common stock at an exercise price of $1.00 per share (the “Series B Warrants”), for an aggregate purchase price of $2,554,020. Pursuant to the Series B Purchase Agreement , the Company also granted piggyback registration rights to the holders of the Series B Preferred Stock and Series B Warrants. Dividends accrue at a rate of 8% and are cumulative. The Company had incurred and capitalized approximately $24,029 of costs associated with this offering, which were charged to additional paid in capital when the transaction was consummated. | |
In accordance with FASB ASC 480 and 815, the Series B Preferred Stock has been classified as permanent equity and was valued at $2,178,179, net of the beneficial conversion feature of $375,841, at October 30, 2014. | |
The conversion feature of the Series B Preferred Stock is an embedded derivative, which is classified as a liability in accordance with FASB ASC 815 and was valued in accordance with FASB ASC 470 as a beneficial conversion feature at a fair market value of $375,841 at October 30, 2014, and $0 at March 31, 2015. This was classified as an embedded derivative liability and a discount to Series B Preferred Stock. Since the Series B Preferred Stock can be converted at any time, the full amount of the discount was accreted and reflected as a deemed distribution. | |
Because the Series B Preferred Stock can be converted at any time, the embedded derivative is classified as a current liability. | |
The Series B Warrants associated with the Series B Preferred Stock were also classified as equity, in accordance with FASB ASC 480-10-25. Therefore it is not necessary to bifurcate the Series B Warrants from the Series B Preferred Stock. | |
The Series B Preferred Stock is pari passu with the Series A Preferred Stock and has a preference in liquidation equal to two times the Original Issue Price to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 2.5 times the Original Issue Price. The Series B Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series B Preferred Stock can be converted. The Series B Preferred Stock also contains customary approval rights with respect to certain matters. | |
The conversion price of the Series B Preferred Stock is currently $0.90 per share, subject to anti-dilution adjustment. The Series B Preferred Stock is subject to mandatory conversion if certain registration or related requirements are satisfied and the average closing price of the Company's common stock exceeds 2.5 times the conversion price over a period of twenty consecutive trading days. | |
As of March 31, 2015, the value of the cumulative 8% dividends for all preferred stock was $988,254. Such dividends will be paid when and if declared payable by the Company's board of directors or upon the occurrence of certain liquidation events. In accordance with FASB ASC 260-10-45-11, the Company has recorded these accrued dividends as a non-current liability. | |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2015 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8 – STOCKHOLDERS' EQUITY |
Private Placements of Securities | |
In February 2014, options and warrants to purchase 50,000 shares of the Company's common stock were exercised at an exercise price of $0.50 per share for net proceeds to the Company of $25,000. | |
In March 2014, options and warrants to purchase 100,000 shares of the Company's common stock were exercised at an average exercise price of $0.75 per share for net proceeds to the Company of $75,000. | |
Exchange of Warrants and Deemed Dividend | |
Effective February 7, 2014, when the market price of our common stock was $1.18 per share, the Company completed an exchange offering with certain investors in our 2011 to 2012 Private Placements to exercise their current warrants at $0.50 per share and receive a new warrant which would be convertible into the same number of common shares as the original warrant. The new warrant has an exercise price of $1.00. The Company has recognized a deemed dividend of $717,594 in the Statement of Operations for the year ended December 31, 2014, attributable to the incremental fair value resulting from the modification of these warrants. The fair value of the new warrants was valued using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 143.2%, risk free interest rate of 0.30% and expected option life approximating two years. The warrants expire two years from the date of issuance. Pursuant to the offering, the Company received aggregate cash consideration of $2,521,143 from exercised warrants to purchase 5,042,287 shares of Company common stock. | |
Extension of Warrants and Options | |
In February 2014, the Company extended the term of warrants previously granted to two of its executive officers, which included 1,142,588 warrants exercisable at $0.04 per share and 100,000 warrants exercisable at $0.75 per share, for an additional two years. The increase in fair value of this term extension was $28,663 which was expensed during the period. The Company used the Black-Scholes option pricing model to calculate the increase in fair value, with the following assumptions: no dividend yield, expected volatility of 89.3% to 89.5%, risk free interest rate of 0.33%, and expected warrant life of 2 years. | |
In February 2015, the Board of Directors of the Company approved amendments extending the term of outstanding warrants to purchase in the aggregate 3,877,970 shares of common stock of the Company at exercise prices ranging from $0.01 per share to $1.00 per share. These warrants were scheduled to expire at various dates during 2015 and were each extended for an additional one year period from the applicable current expiration date, with the new expiration dates ranging from February 23, 2016 to December 28, 2016. The increase in fair value of this term extension was $219,051 which was expensed during the period. The Company used the Black-Scholes option pricing model to calculate the increase in fair value, with the following assumptions for the extended warrants: no dividend yield, expected volatility of 95.1%, risk free interest rate of 0.33%, and expected warrant life of 1.28 years. | |
In February 2015, the Company extended options previously granted to two of its executive officers, which included 3,500,000 options exercisable at $0.04 per share. The increase in fair value of this term extension was $9,692 which was expensed during the period. The Company used the Black-Scholes option pricing model to calculate the increase in fair value after the extension, with the following assumptions: no dividend yield, expected volatility of 96.4%, risk free interest rate of 0.64%, and expected option life of 2 years. | |
Issuance of Restricted Shares | |
In November, 2014, one of the Company's executive officers voluntarily terminated his option grant of 1,000,000 shares. The Company issued to such executive a replacement grant of 2,000,000 shares of restricted stock which vest annually over a three year period pursuant to the Company's 2013 Equity Incentive Plan. The shares were valued at the closing stock price on the date of issuance which was $0.70, valuing the shares at $1.4 million, fair value, which are being expensed over the vesting term. The expense recorded for the three months ended March 31, 2015 was $115,068. | |
STOCK_OPTIONS_AND_WARRANTS
STOCK OPTIONS AND WARRANTS | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
STOCK OPTIONS AND WARRANTS [Abstract] | |||||||||||||||||
STOCK OPTIONS AND WARRANTS | NOTE 9 – STOCK OPTIONS AND WARRANTS | ||||||||||||||||
During 2008, the Board of Directors (“Board”) of the Company adopted the 2008 Equity Incentive Plan (“2008 Plan”) that was approved by the shareholders. Under the 2008 Plan, the Company is authorized to grant options to purchase up to 25,000,000 shares of common stock to any officer, other employee or director of, or any consultant or other independent contractor who provides services to the Company. The 2008 Plan is intended to permit stock options granted to employees under the 2008 Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the 2008 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options (“Non-Statutory Stock Options”). As of March 31, 2015, options to purchase 13,446,662 shares of common stock have been issued and are unexercised, and 1,036,671 shares are available for grants under the 2008 Plan. | |||||||||||||||||
During 2013, the Board adopted the 2013 Equity Incentive Plan (“2013 Plan”), which was approved by stockholders at the 2013 annual meeting of stockholders. Under the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based awards of up to an aggregate of 5,000,000 shares of common stock to any officer, employee, director or consultant. The 2013 Plan is intended to permit stock options granted to employees under the 2013 Plan to qualify as Incentive Stock Options. All options granted under the 2013 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be Non-Statutory Stock Options. As of March 31, 2015, under the 2013 Plan grants of restricted stock and options to purchase 4,585,832 shares of common stock have been issued and are unvested or unexercised, and 414,168 shares of common stock remain available for grants under the 2013 Plan. | |||||||||||||||||
The 2008 Plan and 2013 Plan are administered by the Board or its compensation committee, which determines the persons to whom awards will be granted, the number of awards to be granted, and the specific terms of each grant, including the vesting thereof, subject to the terms of the applicable Plan. | |||||||||||||||||
In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). | |||||||||||||||||
Prior to January 1, 2014, volatility in all instances presented is the Company's estimate of volatility that is based on the volatility of other public companies that are in closely related industries to the Company. Beginning January 1, 2014, volatility in all instances presented is the Company's estimate of volatility that is based on the historical volatility of the Company's stock price. | |||||||||||||||||
The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted during the three months ended March 31, 2015: | |||||||||||||||||
Risk-free interest rate | 1.53% | ||||||||||||||||
Expected volatility | 94% | ||||||||||||||||
Expected life (in years) | 5 | ||||||||||||||||
Dividend yield | 0% | ||||||||||||||||
Weighted-average estimated fair value of options granted during the period | $0.34 | ||||||||||||||||
The following table summarizes the activities for our stock options for the three months ended March 31, 2015: | |||||||||||||||||
Options Outstanding | |||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
Shares | |||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise Price | Remaining | Value | |||||||||||||||
Contractual | (in 000's) (1) | ||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Balance as of December 31, 2014 | 16,670,827 | $ | 0.78 | ||||||||||||||
Granted | 910,000 | $ | 0.48 | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Forfeited/canceled | (516,670 | ) | $ | 1.06 | |||||||||||||
Expired | (451,663 | ) | $ | 1.58 | |||||||||||||
Balance as of March 31, 2015 | 16,612,494 | $ | 0.73 | 2.5 | $ | 1,085 | |||||||||||
Exercisable as of March 31, 2015 | 12,899,979 | $ | 0.67 | 2 | $ | 1,085 | |||||||||||
Exercisable as of March 31, 2015 and expected to vest thereafter | 16,612,494 | $ | 0.73 | 2.5 | $ | 1,085 | |||||||||||
-1 | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.35 for our common stock on March 31, 2015. | ||||||||||||||||
This table excludes the issuance of 2,000,000 shares of restricted stock. | |||||||||||||||||
During the three months ended March 31, 2015, the weighted average fair value of stock options granted during the period was $310,406. The fair value of stock options is expensed over the vesting term in accordance with the terms of the related stock option agreements. | |||||||||||||||||
For the three months ended March 31, 2015 and 2014, the Company expensed $305,432 and $288,551, respectively relative to the fair value of stock options granted. | |||||||||||||||||
As of March 31, 2015, there was $1,277,457 of unrecognized compensation cost related to outstanding stock options. This amount is expected to be recognized over a weighted-average period of 2.4 years. To the extent the actual forfeiture rate is different from what we have estimated, stock-based compensation related to these awards will be different from our expectations. | |||||||||||||||||
The following table summarizes the activities of our unvested stock options for the three months ended March 31, 2015: | |||||||||||||||||
Unvested Stock Options | |||||||||||||||||
Number of | Weighted | Weighted | Weighted | ||||||||||||||
Awards | Average | Average | Average | ||||||||||||||
Exercise | Grant Date | Remaining | |||||||||||||||
Price | Fair Value | Amortization | |||||||||||||||
Period | |||||||||||||||||
(Years) | |||||||||||||||||
Unvested stock options at December 31, 2014 | 4,663,767 | $ | 0.98 | $ | 0.4 | ||||||||||||
Granted | 910,000 | $ | 0.48 | $ | 0.34 | ||||||||||||
Cancelled/Forfeited | (425,004 | ) | $ | 0.96 | $ | 0.34 | |||||||||||
Expired | - | $ | - | $ | - | ||||||||||||
Vested | (1,436,248 | ) | $ | 0.78 | $ | 0.26 | |||||||||||
Unvested stock options at March 31, 2015 | 3,712,515 | $ | 0.93 | $ | 0.45 | 2.17 | |||||||||||
The following table summarizes the activities for our warrants for the three months ended March 31, 2015: | |||||||||||||||||
Warrants Outstanding | |||||||||||||||||
Number of | Weighted- Average Exercise Price | Weighted- | Aggregate | ||||||||||||||
Shares | |||||||||||||||||
Average | Intrinsic | ||||||||||||||||
Remaining | Value | ||||||||||||||||
Contractual | (in 000's) (1) | ||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Balance as of December 31, 2014 | 26,631,410 | $ | 1.01 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Forfeited/canceled | - | $ | - | ||||||||||||||
Expired | (515,714 | ) | $ | 0.5 | |||||||||||||
Balance as of March 31, 2015 | 26,115,696 | $ | 1.02 | 1.1 | $ | 380 | |||||||||||
Exercisable as of March 31, 2015 and expected to vest thereafter | 26,115,696 | $ | 1.02 | 1.1 | $ | 380 | |||||||||||
-1 | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.35 for our common stock on March 31, 2015. | ||||||||||||||||
All warrants were vested on the date of grant. |
OPERATING_LEASES
OPERATING LEASES | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
OPERATING LEASES [Abstract] | |||||
OPERATING LEASES | NOTE 10 – OPERATING LEASES | ||||
Rent expense was $156,677 and $138,843 for the three months ended March 31, 2015 and 2014, respectively. At March 31, 2015, the Company was obligated under various non-cancelable operating lease arrangements for property as follows: | |||||
2015 | $ | 65,864 | |||
2016 | 52,701 | ||||
$ | 118,565 |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS |
Effective April 20, 2015, in an effort to conserve cash on a short-term basis, the Company's Board of Directors elected to defer paying certain executive officer salary amounts until the earliest of (i) a change of control of the Company, (ii) a bankruptcy filing by the Company, (iii) termination of the executive officer's employment or (iv) such other time as the Board determines. | |
In May 2015, the Company issued an additional $940,000 aggregate principal amount of its 10% Secured Convertible Promissory Notes due March 5, 2016 Notes to certain accredited investors. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||
Nature of the Business | Nature of the Business | |||
Virtual Piggy, Inc. (the “Company”) was incorporated in the state of Delaware on February 11, 2008. Virtual Piggy is a technology company that delivers an online ecommerce solution for the family. Its system allows parents and their children to manage, allocate funds and track their expenditures, savings and charitable giving online. Its system is designed to allow the child to transact online without a credit card by gaining the parent's permission ahead of time and allowing the parent to set up the rules of use and authorized spending limits. The Company's principal office is located in Hermosa Beach, California. | ||||
Virtual Piggy's technology, branded as “Oink,” enables online businesses to interact and transact with the “Under 18” market in a manner consistent with the Children's Online Privacy Protection Act (“COPPA”) and other similar international children's privacy laws. Oink was launched in the US in 2012 and in the European market in 2013, and now has the capability to offer and deliver gift cards. | ||||
The Company secures agreements with merchants, retail and gaming e-commerce platforms and payment processors, which allows it to offer its Oink service to its user base. A number of retailers and gaming companies are using Oink with their e-commerce systems and the Company is in the process of integrating the other signed retailers and gaming companies. The Company is continuing to add merchants which provides more opportunities for its registered systems users to purchase products online. | ||||
Basis of Presentation | Basis of Presentation | |||
The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The financial statements should be read in conjunction with the financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, as amended, as filed with the Securities and Exchange Commission (the “SEC”). Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015. | ||||
The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to continue operations and operationalize the Company's current technology before another company develops similar technology to compete with the Company. | ||||
It is management's opinion that all adjustments necessary for the fair statement of the results for interim periods have been made, and disclosures have been made of so as to not make such financial information misleading. | ||||
Use of Estimates | Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. | ||||
Comprehensive Income | Comprehensive Income | |||
The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 220 in reporting comprehensive income. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. The Company has one item of other comprehensive income, consisting of a foreign translation adjustment. | ||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |||
The Company's financial instruments consist of accounts receivable, accounts payable and accrued expenses. The carrying value of accounts receivable, accounts payable and accrued expenses approximate their fair value because of their short maturities. | ||||
The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, and applies it to all assets and liabilities that are being measured and reported on a fair value basis. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: | ||||
Level 1: Quoted market prices in active markets for identical assets or liabilities | ||||
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data | ||||
Level 3: Unobservable inputs that are not corroborated by market data | ||||
The level in the fair value hierarchy within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. | ||||
Foreign Currency Translation | Foreign Currency Translation | |||
The functional currency of operations outside the U.S. is British Pounds. | ||||
Concentration of Credit Risk Involving Cash | Concentration of Credit Risk Involving Cash | |||
The Company may have deposits with a financial institution which at times exceed Federal Deposit Insurance Corporation (“FDIC”) coverage. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits. | ||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||
For purposes of reporting cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and certificates of deposit and commercial paper with original maturities of 90 days or less to be cash or cash equivalents. | ||||
Property and Equipment | Property and Equipment | |||
Property, equipment and leasehold improvements are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Maintenance and repairs of property are charged to operations, and major improvements are capitalized. Upon retirement, sale, or other disposition of property and equipment, the costs and accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in operations. The cost of leasehold improvements is amortized over the lesser length of the related leases or the estimated useful lives of the assets. Depreciation of property and equipment was $20,239 and $8,389 for the three months ended March 31, 2015 and 2014, respectively, and is included in general and administrative expenses. | ||||
The Company's depreciation and amortization policies on property and equipment are as follows: | ||||
Useful life | ||||
(in years) | ||||
Computer equipment | 5-Mar | |||
Furniture and fixtures | 7 | |||
Leasehold improvements | Term of lease | |||
Patents and Trademarks | Patents and Trademarks | |||
The Company has three issued patents with the United States Patent and Trademark Office (“USPTO”), entitled “System and Method for Verifying the Age of an Internet User,” “System and Method for Virtual Piggy Bank Wish-List,” and “System and Method for Virtual Piggy Bank.” The Company has filed for one provisional U.S. patent application, as well as twelve non-provisional U.S. patent applications, four of which are pending, three of which have been allowed, and five of which have been abandoned. Additionally, the Company has been granted two patents in Germany, entitled “Virtual Piggy Bank” and “Parent Match.” The Company also has patents pending in Australia, Brazil, Canada (“Parent Match” has been allowed), Europe, and the Republic of Korea under the Patent Cooperation Treaty (“PCT”). Costs associated with the registration and legal defense of the patents have been capitalized and are amortized on a straight-line basis over the estimated lives of the patents. | ||||
Long-Lived Assets | Long-Lived Assets | |||
The Company evaluates the recoverability of its long-lived assets in accordance with FASB ASC 360 “Property, Plant, and Equipment.” The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cash flows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the assets. | ||||
Revenue Recognition | Revenue Recognition | |||
In accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition (Codified in FASB ASC 605), the Company will recognize revenue when (i) persuasive evidence of a customer or distributor arrangement exists or acceptance occurs, (ii) a retailer, distributor or wholesaler receives the goods, (iii) the price is fixed or determinable, and (iv) collectability of the sales revenues is reasonably assured. Subject to these criteria, the Company will generally recognize revenue at the time of the sale of the associated product. | ||||
Income Taxes | Income Taxes | |||
The Company follows FASB ASC 740 when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements 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. Tax years from 2011 through 2014 remain subject to examination by major tax jurisdictions. | ||||
Stock-based Payments | Stock-based Payments | |||
The Company accounts for stock-based compensation under the provisions of FASB ASC 718, Compensation—Stock Compensation which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC 505 -50, Equity-Based Payments to Non-Employees (“ASC 505-50”). Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Any stock options issued to non-employees are recorded as an expense and additional paid-in capital in stockholders' equity over the applicable service periods. | ||||
Advertising Costs | Advertising Costs | |||
Advertising costs are expensed as incurred. Advertising costs were $109,549 and $53,628 for the three months ended March 31, 2015 and 2014, respectively. These costs are included in sales and marketing expenses. | ||||
Product Development Costs | Product Development Costs | |||
In accordance with FASB ASC 730, research and development costs are expensed when incurred. Research and development costs were $590,870 and $885,974 for the three months ended March 31, 2015 and 2014, respectively. | ||||
Loss Per Share | Loss Per Share | |||
The Company follows FASB ASC 260 when reporting Earnings Per Share resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for the each of the quarters presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. | ||||
Start-up Costs | Start-up Costs | |||
In accordance with FASB ASC 720, start-up costs are expensed as incurred. | ||||
Segment Information | Segment Information | |||
The Company is organized and operates as one operating segment. In accordance with FASB ASC 280, Segment Reporting, the chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company subject to Board approval. Since the Company operates in one segment and provides one group of similar products, all financial segment and product line information required by FASB ASC 280 can be found in the consolidated financial statements. | ||||
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted | |||
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The amendments in this Update provide guidance about management's responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related footnote disclosures. Substantial doubt about an entity's ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. Management is assessing the impact of the adoption to the financial statements. | ||||
Reclassifications | Reclassifications | |||
Certain amounts in the 2014 financial statements have been reclassified in order for them to be in conformity with the 2015 presentation. | ||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||
Schedule of Property and Equipment, Useful Life | Useful life | |||
(in years) | ||||
Computer equipment | 5-Mar | |||
Furniture and fixtures | 7 | |||
Leasehold improvements | Term of lease |
STOCK_OPTIONS_AND_WARRANTS_Tab
STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
STOCK OPTIONS AND WARRANTS [Abstract] | |||||||||||||||||
Schedule of Weighted-average Assumptions Used to Estimate the Fair Values of Stock Options Granted | Risk-free interest rate | 1.53% | |||||||||||||||
Expected volatility | 94% | ||||||||||||||||
Expected life (in years) | 5 | ||||||||||||||||
Dividend yield | 0% | ||||||||||||||||
Weighted-average estimated fair value of options granted during the period | $0.34 | ||||||||||||||||
Schedule of Stock Option Activity | Options Outstanding | ||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
Shares | |||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise Price | Remaining | Value | |||||||||||||||
Contractual | (in 000's) (1) | ||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Balance as of December 31, 2014 | 16,670,827 | $ | 0.78 | ||||||||||||||
Granted | 910,000 | $ | 0.48 | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Forfeited/canceled | (516,670 | ) | $ | 1.06 | |||||||||||||
Expired | (451,663 | ) | $ | 1.58 | |||||||||||||
Balance as of March 31, 2015 | 16,612,494 | $ | 0.73 | 2.5 | $ | 1,085 | |||||||||||
Exercisable as of March 31, 2015 | 12,899,979 | $ | 0.67 | 2 | $ | 1,085 | |||||||||||
Exercisable as of March 31, 2015 and expected to vest thereafter | 16,612,494 | $ | 0.73 | 2.5 | $ | 1,085 | |||||||||||
Summary of the activities of unvested stock options | Unvested Stock Options | ||||||||||||||||
Number of | Weighted | Weighted | Weighted | ||||||||||||||
Awards | Average | Average | Average | ||||||||||||||
Exercise | Grant Date | Remaining | |||||||||||||||
Price | Fair Value | Amortization | |||||||||||||||
Period | |||||||||||||||||
(Years) | |||||||||||||||||
Unvested stock options at December 31, 2014 | 4,663,767 | $ | 0.98 | $ | 0.4 | ||||||||||||
Granted | 910,000 | $ | 0.48 | $ | 0.34 | ||||||||||||
Cancelled/Forfeited | (425,004 | ) | $ | 0.96 | $ | 0.34 | |||||||||||
Expired | - | $ | - | $ | - | ||||||||||||
Vested | (1,436,248 | ) | $ | 0.78 | $ | 0.26 | |||||||||||
Unvested stock options at March 31, 2015 | 3,712,515 | $ | 0.93 | $ | 0.45 | 2.17 | |||||||||||
Schedule of Warrant Activity | Warrants Outstanding | ||||||||||||||||
Number of | Weighted- Average Exercise Price | Weighted- | Aggregate | ||||||||||||||
Shares | |||||||||||||||||
Average | Intrinsic | ||||||||||||||||
Remaining | Value | ||||||||||||||||
Contractual | (in 000's) (1) | ||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Balance as of December 31, 2014 | 26,631,410 | $ | 1.01 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Forfeited/canceled | - | $ | - | ||||||||||||||
Expired | (515,714 | ) | $ | 0.5 | |||||||||||||
Balance as of March 31, 2015 | 26,115,696 | $ | 1.02 | 1.1 | $ | 380 | |||||||||||
Exercisable as of March 31, 2015 and expected to vest thereafter | 26,115,696 | $ | 1.02 | 1.1 | $ | 380 |
OPERATING_LEASES_Tables
OPERATING LEASES (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
OPERATING LEASES [Abstract] | |||||
Schedule of Future Minimum Rental Commitments Under Non-Cancelable Operating Lease Arrangements | 2015 | $ | 65,864 | ||
2016 | 52,701 | ||||
$ | 118,565 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Advertising costs | $109,549 | $53,628 |
Research and development expenses | 590,870 | 885,974 |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $20,239 | $8,389 |
Computer equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 3 years | |
Computer equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 7 years | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | Term of lease |
MANAGEMENT_PLANS_Details
MANAGEMENT PLANS (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | 8-May-15 |
Going concern [Line Items] | |||||
Cash position | $1,455,824 | $1,652,392 | $4,108,065 | $1,752,461 | |
Subsequent event [Member] | |||||
Going concern [Line Items] | |||||
Cash position | $1,600,000 |
PATENTS_AND_TRADEMARKS_Details
PATENTS AND TRADEMARKS (Details) (Patents and trademarks [Member], USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Patents and trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 20 years | ||
Unamortized capitalized patent costs, net of accumulated amortization | $655,791 | $636,230 | |
Amortization expense for patents | $8,480 | $10,129 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2015 | Oct. 31, 2014 | |
Debt Instrument [Line Items] | |||||
Interest expense, notes payable | $14,247 | $86,807 | |||
Preferred Class B [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion price (in dollars per share) | $0.90 | ||||
Convertible Promissory Notes due March 5, 2016 [Member] | |||||
Debt Instrument [Line Items] | |||||
Note payable included per unit | 2,000,000 | ||||
Interest rate | 10.00% | ||||
Interest accrued | 14,247 | ||||
Convertible Promissory Notes due March 5, 2016 [Member] | Preferred Class B [Member] | |||||
Debt Instrument [Line Items] | |||||
Conversion price (in dollars per share) | $90 | ||||
Number of convertible shares in specific lot size | 100 | ||||
Conversion price at which preferred stock is convertible into common stock (in dollars per share) | $0.90 | ||||
Agreement One [Member] | |||||
Debt Instrument [Line Items] | |||||
Note payable included per unit | 500,000 | ||||
Number of shares entitled by warrants | 37,500 | ||||
Exercise price of warrants | $0.01 | ||||
Interest rate | 10.00% | ||||
Sale proceeds amount | 3,000,000 | ||||
Agreement Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Note payable included per unit | 500,000 | ||||
Number of shares entitled by warrants | 50,000 | ||||
Exercise price of warrants | $1 | ||||
Interest rate | 10.00% | ||||
Warrants [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of shares entitled by warrants | 3,877,970 | ||||
Fair value of stock options | $92,470 | ||||
Dividend yield | |||||
Expected volatility | 22.20% | 95.10% | |||
Risk-free interest rate | 0.40% | 0.33% | |||
Expected life | 2 years | 1 year 3 months 11 days |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 01, 2015 | Dec. 31, 2014 | |
INCOME TAXES [Abstract] | ||||
Income tax expense | $0 | $0 | ||
Net operating loss carryforwards | 48,000,000 | |||
Unrecognized tax benefits | ||||
Change in unrecognized tax benefits | ||||
Accrual for uncertain tax positions |
CONVERTIBLE_PREFERRED_STOCK_De
CONVERTIBLE PREFERRED STOCK (Details) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||||
Feb. 28, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Oct. 31, 2014 | Jan. 27, 2014 | |
Class of Stock [Line Items] | |||||||
Equity issuance, price per share | $0.50 | $0.75 | |||||
Proceeds from issuance of preferred stock and warrants | $5,045,000 | ||||||
Beneficial conversion feature | 1,648,825 | ||||||
Dividends declared | 264,605 | ||||||
Preferred Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issuance of shares of common stock, shares | 58,150 | 50,450 | |||||
Equity issuance, price per share | $100 | ||||||
Proceeds from issuance of preferred stock and warrants | 5,815,000 | 5,045,000 | |||||
Dividend rate | 8.00% | ||||||
Stock issuance costs | 6,000 | 141,000 | |||||
Purchase price of preferred stock and warrants | 2,326,000 | 3,396,175 | |||||
Beneficial conversion feature | 3,489,000 | 1,648,825 | |||||
Conversion price before issuance of Series B Preferred Stock | $1 | ||||||
Conversion price | $0.90 | ||||||
Beneficial conversion feature at a fair market value | 0 | 1,648,825 | |||||
Preferred Class A [Member] | Series A Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrant Term | 2 years | ||||||
Exercise price of warrants | $1 | ||||||
Preferred Class B [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issuance of shares of common stock, shares | 28,378 | ||||||
Equity issuance, price per share | $90 | ||||||
Proceeds from issuance of preferred stock and warrants | 2,554,020 | ||||||
Dividend rate | 8.00% | ||||||
Stock issuance costs | 24,029 | ||||||
Purchase price of preferred stock and warrants | 2,178,179 | ||||||
Beneficial conversion feature | 375,841 | ||||||
Conversion price | $0.90 | ||||||
Beneficial conversion feature at a fair market value | 0 | 375,841 | |||||
Preferred Class B [Member] | Series B Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrant Term | 2 years | ||||||
Exercise price of warrants | $1 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issuable upon exercise of warrants | 5,815,000 | 2,837,800 | 5,045,000 | ||||
Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate | 8.00% | ||||||
Dividends declared | 988,254 | ||||||
Additional Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Beneficial conversion feature at a fair market value | $0 | $3,489,000 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||||
Feb. 28, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Feb. 28, 2015 | Nov. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | |
Equity Issued [Line Items] | ||||||||
Equity issuance, price or exercise price per security issued | $0.50 | $0.75 | ||||||
Exercise of stock options and warrants, shares | 50,000 | 100,000 | ||||||
Exercise of stock options and warrants | $25,000 | $75,000 | ||||||
Market price | $0.35 | |||||||
Deemed dividend distribution in conjunction with warrant exchange offering | 717,594 | |||||||
Compensation expense | 305,432 | 288,551 | ||||||
Employee Stock Option [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Expected life | 5 years | |||||||
Dividend yield | 0.00% | |||||||
Expected volatility | 94.00% | |||||||
Risk-free interest rate | 1.53% | |||||||
Market price | $0.35 | |||||||
Granted, shares | 910,000 | |||||||
Price exercisable | $0.67 | |||||||
Employee Stock Option [Member] | Executive officers [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Expected life | 2 years | |||||||
Dividend yield | ||||||||
Risk-free interest rate | 0.64% | |||||||
Compensation expense | 9,692 | |||||||
Expected volatility | 96.40% | |||||||
Granted, shares | 3,500,000 | |||||||
Price exercisable | $0.04 | |||||||
Exchange of Warrants and Deemed Dividend [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Exercise price of warrants | $1 | $0.50 | ||||||
Expected life | 2 years | |||||||
Dividend yield | ||||||||
Expected volatility | 143.20% | |||||||
Risk-free interest rate | 0.30% | |||||||
Expiration period after issuance | 2 years | |||||||
Market price | $1.18 | |||||||
Deemed dividend distribution in conjunction with warrant exchange offering | 717,594 | |||||||
Issuance of shares of common stock from exercise of warrants through warrant exchange offering at $.50 per share | 2,521,143 | |||||||
Issuance of shares of common stock from exercise of warrants through warrant exchange offering at $.50 per share, shares | 5,042,287 | |||||||
Extension of Warrants [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Expected life | 2 years | |||||||
Fair value of options or warrants | 28,663 | |||||||
Risk-free interest rate | 0.33% | |||||||
Warrant extension | 2 years | |||||||
Expected volatility, minimum | 89.30% | |||||||
Expected volatility, maximum | 89.50% | |||||||
Extension of Warrants [Member] | Warrant Type One [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Exercise price of warrants | $0.04 | |||||||
Warrants outstanding | 1,142,588 | |||||||
Extension of Warrants [Member] | Warrant Type Two [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Exercise price of warrants | $0.75 | |||||||
Warrants outstanding | 100,000 | |||||||
Issuance of Restricted Shares [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Compensation expense | 115,068 | |||||||
Issuance of Restricted Shares [Member] | Restricted Stock [Member] | Executive officers [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Warrants issued | 2,000,000 | |||||||
Issuance of shares of common stock, value | 1,400,000 | |||||||
Vesting period | 3 years | |||||||
Market price | $0.70 | |||||||
Shares granted | 1,000,000 | |||||||
Warrant [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Number of shares entitled by warrants | 3,877,970 | |||||||
Expected life | 2 years | 1 year 3 months 11 days | ||||||
Fair value of options or warrants | 92,470 | |||||||
Dividend yield | ||||||||
Risk-free interest rate | 0.33% | 0.40% | ||||||
Compensation expense | $219,051 | |||||||
Warrant extension | 1 year | |||||||
Expected volatility | 95.10% | 22.20% | ||||||
Warrant [Member] | Minimum [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Exercise price of warrants | $0.01 | |||||||
Warrant [Member] | Maximum [Member] | ||||||||
Equity Issued [Line Items] | ||||||||
Exercise price of warrants | $1 |
STOCK_OPTIONS_AND_WARRANTS_Nar
STOCK OPTIONS AND WARRANTS (Narrative) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issuance of restricted stock (in shares) | 2,000,000 | |
Unrecognized compensation cost related to outstanding employee and consultant stock options | $1,277,457 | |
Unrecognized compensation cost related to outstanding employee and consultant stock options, period of recognition | 2 years 4 months 24 days | |
Share-based compensation | 305,432 | 288,551 |
Weighted average fair value of stock options granted | $310,406 | |
2008 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized under plan | 25,000,000 | |
Number of shares of common stock that have been issued and are unexercised under the plan | 13,446,662 | |
Shares available for grant | 1,036,671 | |
2013 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized under plan | 5,000,000 | |
Number of shares of common stock that have been issued and are unexercised under the plan | 4,585,832 | |
Shares available for grant | 414,168 |
STOCK_OPTIONS_AND_WARRANTS_Wei
STOCK OPTIONS AND WARRANTS (Weighted Average Assumptions Used to Estimate Fair Value of Stock Option and Warrant Grants) (Details) (Stock Options [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 1.53% |
Expected volatility | 94.00% |
Expected life | 5 years |
Dividend yield | 0.00% |
Weighted-average estimated fair value of options granted during the period | $0.34 |
STOCK_OPTIONS_AND_WARRANTS_Sch
STOCK OPTIONS AND WARRANTS (Schedule of Stock Option Activity) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | ||
Aggregate Intrinsic Value: | ||
Closing stock price | $0.35 | |
Stock Options [Member] | ||
Number of Shares: | ||
Balance as of December 31, 2014 | 16,670,827 | |
Granted | 910,000 | |
Exercised | ||
Forfeited/canceled | -516,670 | |
Expired | -451,663 | |
Balance as of March 31, 2015 | 16,612,494 | |
Exercisable as of March 31, 2015 | 12,899,979 | |
Exercisable as of March 31, 2015 and expected to vest thereafter | 16,612,494 | |
Weighted Average Exercise Price: | ||
Balance as of December 31, 2014 | $0.78 | |
Granted | $0.48 | |
Exercised | ||
Forfeited/canceled | $1.06 | |
Expired | $1.58 | |
Balance as of March 31, 2015 | $0.73 | |
Exercisable as of March 31, 2015 | $0.67 | |
Exercisable as of March 31, 2015 and expected to vest thereafter | $0.73 | |
Weighted Average Remaining Contractual Term: | ||
Balance as of March 31, 2015 | 2 years 6 months | |
Exercisable as of March 31, 2015 | 2 years | |
Exercisable as of March 31, 2015 and expected to vest thereafter | 2 years 6 months | |
Aggregate Intrinsic Value: | ||
Balance as of March 31, 2015 | $1,085 | [1] |
Exercisable as of March 31, 2015 | 1,085 | [1] |
Exercisable as of March 31, 2015 and expected to vest thereafter | $1,085 | [1] |
Closing stock price | $0.35 | |
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.35 for our common stock on March 31, 2015. |
STOCK_OPTIONS_AND_WARRANTS_Sum
STOCK OPTIONS AND WARRANTS (Summary of Activities of Unvested Stock Options) (Details) (Unvested Stock Options [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Unvested Stock Options [Member] | |
Number of Awards | |
Unvested stock options at December 31, 2014 | 4,663,767 |
Granted | 910,000 |
Cancelled/Forfeited | -425,004 |
Expired | |
Vested | -1,436,248 |
Unvested stock options at March 31, 2015 | 3,712,515 |
Weighted Average Exercise Price | |
Unvested stock options at December 31, 2014 | $0.98 |
Granted | $0.48 |
Cancelled/Forfeited | $0.96 |
Expired | |
Vested | $0.78 |
Unvested stock options at March 31, 2015 | $0.93 |
Weighted Average Grant Date Fair Value | |
Unvested stock options at December 31, 2014 | $0.40 |
Granted | $0.34 |
Cancelled/Forfeited | $0.34 |
Expired | |
Vested | $0.26 |
Unvested stock options at March 31, 2015 | $0.45 |
Weighted Average Remaining Amortization Period (Years) | |
Unvested stock options at March 31, 2015 | 2 years 2 months 1 day |
STOCK_OPTIONS_AND_WARRANTS_Sch1
STOCK OPTIONS AND WARRANTS (Schedule of Warrant Activity) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | |
Number of Shares: | ||
Balance as of December 31, 2014 | 26,631,410 | |
Granted | ||
Exercised | ||
Forfeited/canceled | ||
Expired | -515,714 | |
Balance as of March 31, 2015 | 26,115,696 | |
Exercisable as of March 31, 2015 and expected to vest thereafter | 26,115,696 | |
Weighted Average Exercise Price: | ||
Balance as of December 31, 2014 | $1.01 | |
Granted | ||
Exercised | ||
Forfeited/canceled | ||
Expired | $0.50 | |
Balance as of March 31, 2015 | $1.02 | |
Exercisable as of March 31, 2015 and expected to vest thereafter | $1.02 | |
Weighted- Average Remaining Contractual Term: | ||
Balance as of March 31, 2015 | 1 year 1 month 6 days | |
Exercisable as of March 31, 2015 and expected to vest thereafter | 1 year 1 month 6 days | |
Aggregate Intrinsic Value: | ||
Balance as of March 31, 2015 | $380 | [1] |
Exercisable as of March 31, 2015 and expected to vest thereafter | $380 | [1] |
Closing stock price | $0.35 | |
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.35 for our common stock on March 31, 2015. |
OPERATING_LEASES_Details
OPERATING LEASES (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
OPERATING LEASES [Abstract] | ||
Rent expense | $156,677 | $138,843 |
OPERATING_LEASES_Schedule_of_N
OPERATING LEASES (Schedule of Non Cancelable Operating Lease Arrangements) (Details) (USD $) | Mar. 31, 2015 |
OPERATING LEASES [Abstract] | |
2015 | $65,864 |
2016 | 52,701 |
Total | $118,565 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (Convertible Promissory Notes due March 5, 2016 [Member], USD $) | Mar. 31, 2015 | 31-May-15 |
Subsequent event [Line Items] | ||
Principal amount | $2,000,000 | |
Interest rate | 10.00% | |
Subsequent event [Member] | ||
Subsequent event [Line Items] | ||
Principal amount | $940,000 | |
Interest rate | 10.00% |