Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 13, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Magnolia Solar Corp | ' |
Entity Central Index Key | '0001437491 | ' |
Trading Symbol | 'mglt | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Common Stock, Shares Outstanding | ' | 39,727,316 |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash | $34,017 | $118,172 |
Accounts receivable | 210,550 | 226,625 |
Prepaid expense | 1,417 | 1,417 |
Total current assets | 245,984 | 346,214 |
Fixed assets, net | 701 | 935 |
OTHER ASSETS | ' | ' |
License with related party, net of accumulated amortization | 127,745 | 154,483 |
Total other assets | 127,745 | 154,483 |
TOTAL ASSETS | 374,430 | 501,632 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued expenses | 548,005 | 451,953 |
Current portion of Original Issue Discount Senior Secured Convertible Promissory Note, net of discount | 2,400,000 | 2,400,000 |
Total current liabilities | 2,948,005 | 2,851,953 |
TOTAL LIABILITIES | 2,948,005 | 2,851,953 |
STOCKHOLDERS' DEFICIT | ' | ' |
Common stock, $0.001 par value, 75,000,000 shares authorized, 38,527,316 and 33,835,268 shares issued and outstanding | 38,527 | 33,836 |
Additional paid-in capital | 2,161,781 | 1,957,574 |
Additional paid-in capital - warrants | 962,297 | 962,297 |
Accumulated deficits | -5,736,180 | -5,304,028 |
Total stockholders' deficit | -2,573,575 | -2,350,321 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $374,430 | $501,632 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement Of Financial Position [Abstract] | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 38,527,316 | 33,835,268 |
Common stock, shares outstanding | 38,527,316 | 33,835,268 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
REVENUE - net | $68,578 | $126,545 | $150,256 | $669,784 |
COST OF REVENUES | 44,712 | 67,900 | 92,034 | 413,978 |
GROSS PROFIT | 23,866 | 58,645 | 58,222 | 255,806 |
OPERATING EXPENSES | ' | ' | ' | ' |
Indirect and administrative labor | 44,772 | 34,026 | 152,605 | 107,783 |
Professional fees | 32,912 | 25,041 | 96,302 | 133,374 |
Depreciation and amortization expense | 8,991 | 8,990 | 26,972 | 27,461 |
General and administrative | 11,769 | 11,272 | 34,513 | 33,764 |
Total operating expenses | 98,444 | 79,329 | 310,392 | 302,382 |
NON-OPERATING EXPENSES | ' | ' | ' | ' |
Interest expense including amortization of OID and debt discount, net | 59,999 | 59,949 | 179,982 | 179,900 |
Forgiveness of debt | ' | ' | ' | -4,000 |
Total non-operating expenses | 59,999 | 59,949 | 179,982 | 175,900 |
LOSS BEFORE PROVISION FOR INCOME TAXES | -134,577 | -80,633 | -432,152 | -222,476 |
PROVISION OF INCOME TAXES | ' | ' | ' | ' |
NET LOSS | ($134,577) | ($80,633) | ($432,152) | ($222,476) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 38,527,316 | 31,549,189 | 36,709,244 | 29,828,504 |
NET LOSS PER SHARE | $0 | $0 | ($0.01) | ($0.01) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flow (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($432,152) | ($222,476) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization expense | 26,972 | 27,461 |
Stock based compensation | 19,898 | ' |
Common stock issued for services rendered | 9,000 | 21,160 |
Common stock issued for payment of interest | 180,000 | 130,000 |
Forgiveness of debt | ' | -4,000 |
Change in assets and liabilities: | ' | ' |
Decrease in accounts receivable | 16,075 | 20,376 |
Increase in accounts payable and accrued expenses | 96,052 | 73,785 |
Total adjustments | 347,997 | 268,782 |
Net cash provided by (used in) operating activities | -84,155 | 46,306 |
NET INCREASE (DECREASE) IN CASH | -84,155 | 46,306 |
CASH - BEGINNING OF PERIOD | 118,172 | 135,626 |
CASH - END OF PERIOD | 34,017 | 181,932 |
Cash paid during the period for: | ' | ' |
Interest | ' | ' |
Income taxes | 1,222 | ' |
NON-CASH SUPPLEMENTAL INFORMATION: | ' | ' |
Stock issued for services rendered | 9,000 | 21,160 |
Stock issued for payment of interest | 180,000 | 130,000 |
Stock based compensation | $19,898 | ' |
Organization_and_Nature_of_Bus
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2014 | |
Organization and Nature Of Business [Abstract] | ' |
Organization and Nature of Business | ' |
Note 1 – Organization and Nature of Business | |
The unaudited financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements and notes are presented as permitted on Form 10-Q and do not contain certain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the December 31, 2013 Form 10-K filed with the SEC, including the audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year. | |
These unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented. | |
Magnolia Solar Corporation (the “Registrant”) through its wholly-owned subsidiary, Magnolia Solar, Inc. (“Magnolia Solar” and together with the Registrant, “we,” “our,” “us,” or the “Company”) is a development stage company focused on developing and commercializing thin film solar cell technologies that employ nanostructured materials and designs. | |
The Company is pioneering the development of thin film, high efficiency solar cells for applications such as power generation for electrical grids as well as for local applications, including lighting, heating, traffic control, irrigation, water distillation, and other residential, agricultural and commercial uses. | |
The Company’s technology takes multiple approaches to bringing cell efficiencies close to those realized in silicon based solar cells while also lowering manufacturing costs. The technology uses a different composition of materials than those used by competing thin film cell manufacturers; incorporates additional layers of material to absorb a wider spectrum of light; uses inexpensive substrate materials, such as glass and polymers, lowering the cost of the completed cell compared to silicon based solar cells; and is based on non-toxic materials that do not have adverse environmental effects. | |
Since 2010, the Company filed a series of U.S. utility patents relating to the technologies under development. | |
Reverse Merger | |
On November 19, 2007, the Registrant, formerly known as Mobilis Relocation Services, Inc. (“Mobilis”), was organized under the laws of the State of Nevada. Mobilis formed Magnolia Solar Acquisition Corp., a wholly-owned subsidiary incorporated in the State of Delaware. Mobilis filed a Certificate of Change to its Articles of Incorporation in order to affect a forward split of the number of authorized shares of common stock which they were authorized to issue, and of the then issued and outstanding shares in a ratio of 1.3157895:1. The forward split occurred in February 2010. All share and per share amounts have been reflected herein post-split. | |
On December 31, 2009, Mobilis entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Magnolia Solar, Inc., a privately held Delaware corporation incorporated on January 8, 2008, and Magnolia Solar Acquisition Corp. (“Acquisition Sub”). Upon closing of the transaction, under the Merger Agreement, Acquisition Sub merged with and into Magnolia Solar, and Magnolia Solar, as the surviving corporation, became a wholly-owned subsidiary of Mobilis. Thereafter, Mobilis changed its name to Magnolia Solar Corporation. The transaction was accounted for as a reverse merger, and the historical financial information is that of Magnolia Solar, Inc. | |
Going Concern | |
These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has been generating revenues from various development contracts with governmental agencies, however the Company has generated losses totaling $432,152 and $222,476 for the nine months ended September 30, 2014 and 2013, respectively. While the Company raised funds in a private placement that it consummated in 2009 (raising $990,000 in $2,660,000 of Original Issue Discount Senior Secured Convertible Promissory Notes (the “2009 Notes”)), at September 30, 2014 and December 31, 2013, it had cash of $34,017 and $118,172, respectively, and will need to raise additional funds to carry out its business plan. | |
On September 19, 2014, the Company entered into a Share Exchange Agreement (the “Agreement”) with Auzminerals Resource Group Limited, a Singapore corporation (the “Parent”) and Solar Silicon Resources Group Pte Ltd., a wholly owned subsidiary of Parent (“SSRG”). Upon the terms and subject to the conditions set forth in the Agreement, the Company will acquire SSRG from the Parent through the transfer of all issued and outstanding ordinary shares of SSRG (the “SSRG Shares”) by the Parent to us in exchange (the “Exchange”) for the issuance by us of newly issued shares of our common stock (the “Exchange Shares”) to the Parent. Upon the closing of the Agreement, the Exchange Shares shall at that time constitute ninety-five percent (95%) of the aggregate number of shares of our common stock issued and outstanding, calculated on a fully diluted basis. Consummation of the Exchange (the “Closing”) is subject to a number of closing conditions, including, among other things: (i) the adoption and approval of the certain amendments to the Company’s articles of incorporation by the requisite vote of the Company’s stockholders, including but not limited to approving an increase in our authorized number of shares of common stock sufficient to enable us to issue the Exchange Shares; (ii) absence of litigation that seeks to prohibit the Exchange; (iii) the Company shall be subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iv) the accuracy of the representations and warranties, subject to customary materiality qualifiers; and (v) the absence of a Material Adverse Effect (as defined in the Agreement). The Agreement does not contain a financing condition. | |
The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations. The Company has had limited operating history to date. | |
On December 29, 2011, the 2009 Notes in the aggregate principal amount of $2,660,000 were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $260,000 converted into an aggregate of 1,040,000 shares of common stock of the Company at an adjusted conversion price of $0.25 per share, (ii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to extend the maturity dates from December 31, 2011 to December 31, 2012 and 2009 Notes in the aggregate principal amount of the remaining $400,000 were amended to extend the maturity date from December 31, 2011 to December 31, 2013, (iii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to adjust the conversion price of such notes from $1.00 per share to $0.25 per share, (iv) 2009 Notes in the aggregate principal amount of $400,000 were amended to provide that such notes shall, from January 1, 2012 onwards, bear interest at the rate of 10% per annum payable on a quarterly basis, upon conversion and at maturity and that such interest may, at the option of the Company, be paid in cash or in shares of common stock of the Company at the interest conversion rate of 90% of the volume weighted average price of the common stock of the Company during the 20 trading days prior to the interest payment date, (v) an aggregate of 1,300,000 shares of common stock of the Company were issued to certain holders of the 2009 Notes, and (vi) the exercise price of the warrants to purchase an aggregate of 3,385,300 shares of common stock was adjusted from $1.25 per share to $0.50 per share. | |
On December 21, 2012 and June 27, 2013 the 2009 Notes as described in the preceding paragraph were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to extend the maturity dates from December 31, 2012 to December 31, 2013, (ii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to provide that such notes shall, from January 1, 2013 onwards, bear interest at the rate of 10% per annum payable on a quarterly basis, upon conversion and at maturity and that such interest may, at the option of the Company, be paid in cash or in shares of common stock of the Company at the interest conversion rate of 90% of the volume weighted average price of the common stock of the Company during the 20 trading days prior to the interest payment date, and (iii) the exercise price of warrants to purchase an aggregate of 3,385,300 shares of common stock was adjusted from $0.50 per share to $0.25 per share. | |
On December 29 and 31, 2013, the 2009 Notes as described in the preceding paragraphs were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $2,400,000 were amended to extend the maturity dates from December 31, 2013 to December 31, 2014, and (ii) the exercise price of the warrants to purchase an aggregate of 3,385,300 shares of common stock was adjusted from $0.25 per share to $0.10 per share. Additionally, the Company also agreed to extend the expiration date of the warrants to purchase an aggregate of 2,660,000 shares of common stock from December 31, 2014 to December 31, 2016. | |
There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to the Company. If the Company were to default on its indebtedness, then holders of the notes may foreclose on the debt and seize the Company's assets which may force the Company to suspend or cease operations altogether. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. | |
The Company may need to raise additional capital to expand operations to the point at which the Company can achieve profitability. The terms of equity or debt that may be raised may not be on terms acceptable by the Company. If adequate funds cannot be raised outside of the Company, the Company may suspend or cease operations altogether. | |
The development of renewable energy and energy efficiency marks a new era of energy exploration in the United States. The Company continues to explore low cost alternatives for energy solutions which are in line with United States government initiatives for renewable energy sources. The Company hopes that these factors will mitigate the current unstable factors in the United States economy. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||
Summary of Significant Accounting Policies | ' | ||||||||
Note 2 - Summary of Significant Accounting Policies | |||||||||
Basis of Accounting | |||||||||
The financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles. | |||||||||
Principles of Consolidation | |||||||||
The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists. | |||||||||
The consolidated financial statements include all accounts of the entities at September 30, 2014 as follows: | |||||||||
Name of consolidated | State or other jurisdiction of incorporation or organization | Date of incorporation or formation (date of acquisition, if applicable) | Attributable interest at December 31, 2013 and 2012 | ||||||
subsidiary or entity | |||||||||
Magnolia Solar Inc. | Delaware, | January 8, 2008 | 100% | ||||||
U.S.A. | |||||||||
All inter-company balances and transactions have been eliminated. | |||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
Accounts Receivable | |||||||||
For financial reporting, current earnings are charged and an allowance is credited with a provision for doubtful accounts based on experience. Accounts deemed uncollectible are charged against this allowance. Receivables are reported on the balance sheet net of such allowance. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses. The Company believes no allowance for doubtful accounts is necessary at September 30, 2014 or December 31, 2013. | |||||||||
Property and Equipment | |||||||||
Property and equipment are stated at cost and are depreciated on a straight-line basis over their estimated useful lives (from three to seven years). Additions, renewals, and betterments, unless of a minor amount, are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. | |||||||||
Impairment of Long-Lived Assets | |||||||||
The Company reviews their recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. The Company’s management has determined that the fair value of long-lived assets exceeds the book value and thus no impairment charge is necessary as of September 30, 2014 or December 31, 2013. | |||||||||
Fair Value of Financial Instruments | |||||||||
In accordance with ASC 820, Fair Value Measurements and Disclosures, the carrying amount reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments. | |||||||||
Income Taxes | |||||||||
The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized. | |||||||||
Revenue Recognition | |||||||||
Revenue is recognized from private and public sector contracts that are time and material type contracts. These revenues are recognized in accordance with ASC 605, Revenue Recognition. The Company recognizes revenue when; (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable and (4) collectability is reasonably assured. | |||||||||
The Company assesses whether fees are fixed or determinable at the time of sale and recognizes revenue if all other revenue recognition requirements are met. The Company's standard payment terms are net 30 days. Payments that extend beyond 30 days from the contract date but that are due within twelve months are generally deemed to be fixed or determinable based on the Company's successful collection history on such arrangements, and thereby satisfy the required criteria for revenue recognition. | |||||||||
Revenue from inception to September 30, 2014 has been primarily from research and development grants or contracts to develop solar cells using the Company’s technology. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company had no cash equivalents as of September 30, 2014 or December 31, 2013. | |||||||||
Uncertainty in Income Taxes | |||||||||
The Company follows ASC 740-10, Accounting for Uncertainty in Income Taxes. This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis. The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest or penalties since its inception. | |||||||||
The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2010 to 2013 remain open for examination by federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions for any tax year. | |||||||||
Loss Per Share of Common Stock | |||||||||
Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The following is a reconciliation of the computation for basic and diluted EPS: | |||||||||
September 30, | September 30, | ||||||||
2014 | 2013 | ||||||||
Net loss | ($ | 432,152 | ) | ($ | 222,476 | ) | |||
Weighted-average common shares | |||||||||
outstanding (Basic) | 36,709,244 | 29,828,504 | |||||||
Weighted-average common stock | |||||||||
Equivalents | |||||||||
Stock options | 1,112,821 | - | |||||||
Warrants | 3,785,300 | 3,785,300 | |||||||
Weighted-average common shares | |||||||||
outstanding (Diluted) | 41,607,365 | 33,613,804 | |||||||
Stock based compensation | |||||||||
The Company applies ASC No. 718 and ASC Subtopic No. 505-50, Equity-Based Payments to Non Employees, to options and other stock based awards issued to nonemployees. In accordance with ASC No. 718 and ASC Subtopic No. 505-50, the Company uses the Black-Scholes option pricing model to measure the fair value of the options at the measurement date. | |||||||||
Recently Issued Accounting Standards | |||||||||
During August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. | |||||||||
During June 2014, the FASB issued an Accounting Standards Update No. 2014-10, "Development Stage Entities (Topic 915) - Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation ("ASU 2014-10")". The objective of ASU 2014-10 is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company has elected early implementation, as permitted by the standard, beginning June 30, 2014. All development stage language disclosures and amounts have been removed as a result of the adoption of ASU 2014-10. | |||||||||
During May 2014, the FASB issued an Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)". The objective of ASU 2014-09 is to (1) remove inconsistencies and weaknesses in revenue requirements, (2) provide a more robust framework for addressing revenue issues, (3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, (4) provide more useful information to users of financial statements through improved disclosure requirements, and (5) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effect of this standard on its financial statements. | |||||||||
During July 2013, the FASB issued an Accounting Standards Update No. 2013-11, “Income Taxes (Topic 740) - 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”)”. The objective of ASU 2013-11 is to clarify the financial presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. ASU 2013-11 is effective for fiscal years, and interim periods within those years beginning after December 15, 2013. The Company does not expect that the adoption of ASU 2013-11 will have a significant impact on the presentation of its financial statements. | |||||||||
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite - Lived Intangible Assets for Impairment”, on testing for indefinite-lived intangible assets for impairment. The new guidance provides an entity to simplify the testing for a drop in value of intangible assets such as trademarks, patents, and distribution rights. The amended standard reduces the cost of accounting for indefinite-lived intangible assets, especially in cases where the likelihood of impairment is low. The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years beginning after September 15, 2012. The Company’s adoption of this accounting guidance does not have a material impact on the consolidated financial statements and related disclosures. | |||||||||
There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Stockholders_Deficit
Stockholders' Deficit | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||||||
Stockholders' Equity | ' | ||||||||||||||
Note 3 - Stockholders’ Deficit | |||||||||||||||
The Company has 75,000,000 shares of common stock, par value of $0.001 per share authorized. | |||||||||||||||
Shares | |||||||||||||||
Prior to the Reverse Merger as discussed in Note 1, the Company issued 4,473,686 shares of common stock between January and March 2008 at prices ranging from $0.01 to $0.02 per share for a total of $53,000 cash. | |||||||||||||||
In accordance with the Reverse Merger, the Company cancelled 1,973,684 shares of common stock and issued 21,330,000 shares to the former shareholders of Magnolia Solar, Inc. As a result of these transactions, as of December 31, 2009, there were 23,830,000 shares of common stock issued and outstanding. | |||||||||||||||
The Company effectuated a 1.3157895:1 forward stock split in February 2010, in accordance with the Merger Agreement which resulted in 23,830,000 shares of common stock issued and outstanding. | |||||||||||||||
On March 10, 2010, the Company issued 75,000 shares of common stock at its fair value price ($0.90 per share) for legal services resulting in a value of $67,500. | |||||||||||||||
On November 22, 2010, the Company issued 25,000 shares of common stock in at its fair value price ($0.60 per share) for consulting services in the value of $15,000. | |||||||||||||||
On February 10, 2011, the Company issued 50,000 shares of common stock at its fair value price ($0.37 per share) for consulting services for a value of $18,500. | |||||||||||||||
In April 2011, the Company issued 250,000 shares of common stock at its fair value price ($0.181 per share) for consulting services for a value of $45,250. | |||||||||||||||
On October 11, 2011, the Company issued 100,000 shares of common stock at its fair value price ($0.15 per share) for consulting services for a value of $15,000. | |||||||||||||||
On December 29, 2011, the Company issued 1,040,000 shares upon conversion of the aggregate principal amount of $260,000 of 2009 Notes. The Company further issued 1,300,000 shares of common stock at its fair value price ($0.21) in connection with the amendment of the 2009 Notes for a value of $273,000. | |||||||||||||||
In April 2012, the Company issued 230,000 shares of common stock at its contract price for consulting services for a value of $230,000. | |||||||||||||||
In May 2012, the Company issued 109,162 shares of common stock at its fair value price ($0.09 per share) in lieu of interest payment for a value of $10,000. | |||||||||||||||
In June 2012, the Company issued 100,000 shares of common stock at its contract price for consulting services for a value of $100,000. | |||||||||||||||
In July 2012, the Company issued 100,000 shares of common stock at its contract price for consulting services for a value of $100,000. | |||||||||||||||
In July 2012, the Company issued 108,663 shares of common stock at its fair value price ($0.09 per share) in lieu of interest payment for a value of $10,000. | |||||||||||||||
In August 2012, the Company issued 150,000 shares of common stock at its contract price for consulting services for a value of $150,000. | |||||||||||||||
In November 2012, the Company issued 124,238 shares of common stock at its fair value price ($0.09 per share) in lieu of interest payment for a value of $10,000. | |||||||||||||||
In November 2012, the Company issued 75,000 shares of common stock at its contract price for consulting services for a value of $75,000. | |||||||||||||||
In December 2012, the Company issued 500,000 shares of common stock for consulting services for a value of $35,000 at a fair market value price of $0.07 per share. | |||||||||||||||
In January 2013, the Company issued 211,078 shares of common stock at its fair value price ($0.05 per share) in lieu of interest payment for a value of $10,000. | |||||||||||||||
In April 2013, the Company issued 286,250 shares of common stock for consulting services for a value of $16,660 at a fair market value price of $0.06 per share. | |||||||||||||||
In May 2013, the Company issued 1,675,978 shares of common stock at its fair value price ($0.04 per share) in lieu of interest payment for a value of $60,000. | |||||||||||||||
In August 2013, the Company issued 1,823,708 shares of common stock at its fair value price ($0.04 per share) in lieu of interest payment for a value of $60,000. | |||||||||||||||
In August 2013, the Company issued 140,625 shares of common stock for consulting services for a value of $4,500 at a fair market value price of $0.06 per share. | |||||||||||||||
In October 2013, the Company issued 1,398,601 shares of common stock at its fair value price ($0.05 per share) in lieu of interest payment for a value of $60,000. | |||||||||||||||
In October 2013, the Company issued 131,965 shares of common stock for consulting services for a value of $4,500 at a fair market value price of $0.07 per share. | |||||||||||||||
In February 2014, the Company issued 1,048,950 shares of common stock at its fair value price ($0.06 per share) in lieu of interest payment for a value of $60,000. | |||||||||||||||
In March 2014, the Company issued 94,737 shares of common stock for consulting services for a value of $4,500 at a fair market value price of $0.05 per share. | |||||||||||||||
In April 2014, the Company issued 2,068,965 shares of common stock at its fair value price ($0.03 per share) in lieu of interest payment for a value of $60,000. | |||||||||||||||
In April 2014, the Company issued 160,714 shares of common stock for consulting services for a value of $4,500 at a fair market value price of $0.03 per share. | |||||||||||||||
In August 2014, the Company issued 1,318,682 shares of common stock at its fair value price ($0.05 per share) in lieu of interest payment for a value of $60,000. | |||||||||||||||
As of September 30, 2014, the Company had 38,527,316 shares issued and outstanding. | |||||||||||||||
Warrants | |||||||||||||||
Following the closing of the Reverse Merger in December 2009, the Company issued five-year callable warrants (the “2009 Warrants”) to purchase an aggregate of 2,660,000 shares of common stock exercisable at $1.25 per share to investors in a private placement (the “2009 Private Placement”) and further issued seven year placement agent warrants to purchase an aggregate of 725,300 shares of common stock exercisable at $1.05 per share. On December 29, 2011, the exercise price of both the 2009 Warrants and placement agent warrants was reduced to $0.50 per share. | |||||||||||||||
On December 21, 2012, the exercise price of the 2009 Warrants and placement agent warrants were reduced to $0.25 per share. On December 23, 2013, the exercise price of the 2009 Warrants and placement agent warrants were further reduced to $0.10 per share. Additionally, the Company also agreed to extend the expiration date of the 2009 Warrants from December 31, 2014 to December 31, 2016. | |||||||||||||||
On August 15, 2011, the Company issued 400,000 warrants for public relations services. The warrants vest immediately, and are for a term of 5 years with a strike price of $0.50 per share. The warrants have been valued at $59,534 and are reflected in the consolidated financial statements for the year ended September 30, 2014. | |||||||||||||||
As of September 30, 2014, the following warrants are outstanding: | |||||||||||||||
Balance – December 31, 2008 | - | ||||||||||||||
Issued – in the 26.6 units | 2,660,000 | $ | 0.1 | ||||||||||||
Issued – to Placement Agent | 725,300 | $ | 0.1 | ||||||||||||
Balance – December 31, 2009 | 3,385,300 | $ | 0.1 | ||||||||||||
Balance – December 31, 2010 | 3,385,300 | $ | 0.1 | ||||||||||||
Issued – for public relations | 400,000 | $ | 0.5 | ||||||||||||
Balance – December 31, 2011 | 3,785,300 | $ | 0.14 | ||||||||||||
Balance – December 31, 2012 | 3,785,300 | $ | 0.14 | ||||||||||||
Balance – December 31, 2013 | 3,785,300 | $ | 0.14 | ||||||||||||
Balance – September 30, 2014 | 3,785,300 | $ | 0.14 | ||||||||||||
Stock Options | |||||||||||||||
In May 2014, the Company granted 2,450,000 shares of common stock under the 2013 Incentive Stock Option Plan. Under the 2013 Plan, the Company may grant options to purchase up to 5,500,000 shares of common stock to be granted to Company employees, officers, directors, consultants and advisors. The vesting provisions, exercise price and expiration dates will be established by the Board of Directors (the "Board") of the Company at the date of grant, but incentive stock options may be subject to earlier termination, as provided in the 2013 Plan. As of September 30, 2014, there were 2,335,709 shares available for future grant. | |||||||||||||||
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model. The following table indicates the assumptions made in estimating the fair value for the period ending September 30, 2014: | |||||||||||||||
Dividend yield | 0 | % | |||||||||||||
Volatility | 213.26 | % | |||||||||||||
Risk- free interest rate | 0.77 | % | |||||||||||||
Expected term | 3.5 Years | ||||||||||||||
Expected volatility was calculated based upon the company’s observed median volatility. The risk-free interest rate assumption is based upon the United States Treasury Bond yield curve in effect at the time of grant for instruments with a similar expected life. | |||||||||||||||
The Company recognized compensation cost related to stock-based compensation in the amount of $19,898, for the period ended September 30, 2014. The Company has not recognized any tax benefits or deductions related to the effects of employee stock-based compensation. | |||||||||||||||
In addition, as of September 30, 2014, approximately $49,313 was related to non-vested options which will be recognized over a weighted-average period of approximately 4.67 years. | |||||||||||||||
No options were exercised under all share-based compensation arrangements for the period ending September 30, 2014. | |||||||||||||||
The following is a summary of stock option activity under the Company's stock option plan: | |||||||||||||||
Outstanding as of December 31, 2013 | Number of | Range of | Weighted- | ||||||||||||
Options/Shares | Exercise Prices | Average | |||||||||||||
Exercise Price | |||||||||||||||
- | $ | 0 | $ | 0 | |||||||||||
Options granted | 2,450,000 | $ | 0.05 | $ | 0.05 | ||||||||||
Options exercised | - | $ | 0 | $ | 0 | ||||||||||
Options forfeited/expired/cancelled | - | $ | 0 | $ | 0 | ||||||||||
Outstanding as of September 30, 2014 | 2,450,000 | $ | 0.05 | $ | 0.05 | ||||||||||
Exercisable as of September 30, 2014 | 704,375 | $ | 0.05 | $ | 0.05 | ||||||||||
Exercisable as of December 31, 2013 | - | $ | 0 | $ | 0 | ||||||||||
Information about stock options outstanding as of September 30, 2014 is as follows: | |||||||||||||||
Exercise Price | Number of | Weighted-Average | Number of | ||||||||||||
Options | Remaining | Options | |||||||||||||
Outstanding | Contractual Life | Exercisable | |||||||||||||
(years) | |||||||||||||||
$ | 0.05 | 2,450,000 | 4.67 | 704,375 | |||||||||||
2,450,000 | 4.67 | 704,375 |
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Note 4 - Property and Equipment | |||||||||
Property and equipment consisted of the following at September 30, 2014 and December 31, 2013: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Office equipment and computer | $ | 6,106 | $ | 6,106 | |||||
Furniture and fixtures | 2,182 | 2,182 | |||||||
8,288 | 8,288 | ||||||||
Accumulated depreciation | (7,587 | ) | (7,353 | ) | |||||
$ | 701 | $ | 935 | ||||||
The Company incurred $234 and $724, respectively, in depreciation expense for each of the nine months ended September 30, 2014 and 2013. |
License_Agreement_with_Related
License Agreement with Related Party | 9 Months Ended |
Sep. 30, 2014 | |
License Agreement with Related Party [Abstract] | ' |
License Agreement with Related Party | ' |
Note 5 - License Agreement with Related Party | |
The Company has entered into a 10-year, renewable, exclusive license with Magnolia Optical Technologies, Inc. (“Magnolia Optical”) on April 30, 2008 for the exclusive rights of the technology related to the application of Optical’s solar cell technology. Magnolia Optical shares common ownership with the Company. | |
The Company is amortizing the license fee of $356,500 over the 120 month term of the Agreement. Accumulated amortization as of September 30, 2014 was $228,755. Amortization expense for each of the nine months ended September 30, 2014 and 2013 was $26,738, respectively. The Company’s management has determined that the fair value of the license exceeds the book value and thus no further impairment or amortization is necessary as of September 30, 2014 or December 31, 2013. |
Original_Issue_Discount_Senior
Original Issue Discount Senior Secured Convertible Promissory Note | 9 Months Ended |
Sep. 30, 2014 | |
Original Issue Discount Senior Secured Convertible Promissory Note [Abstract] | ' |
Original Issue Discount Senior Secured Convertible Promissory Note | ' |
Note 6 – Original Issue Discount Senior Secured Convertible Promissory Note | |
Original Notes | |
Following the closing of the Reverse Merger in December 2009, the Company issued 26.6 units in the 2009 Private Placement consisting of an aggregate of $2,660,000 of 2009 Notes and 2009 Warrants exercisable into an aggregate of 2,660,000 shares of common stock exercisable at $1.25 per share, for $50,000 per unit for aggregate proceeds to the Company of $990,000. In addition, placement agent warrants to purchase an aggregate of 725,300 shares of common stock exercisable at $1.05 per share were issued. The 2009 Notes are secured by a first-priority security interest in the assets of the Company. Holders of the 2009 Notes and warrants issued in the 2009 Private Placement also have the right to “piggyback” registration of the shares underlying the 2009 Notes and warrants. | |
Prior to the amendment and restatement of the 2009 Notes, the 2009 Notes were originally due December 31, 2011 and convertible at the option of the holder, into shares of the Company’s common stock at an initial conversion rate of $1.00 per share. | |
Amended Notes | |
On December 29, 2011, the Company entered into amendment agreements with holders of the 2009 Notes and 2009 Warrants. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $260,000 were converted into an aggregate of 1,040,000 shares of common stock of the Company at an adjusted conversion price of $0.25 per share, (ii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to extend the maturity dates from December 31, 2011 to December 31, 2012 and 2009 Notes in the aggregate principal amount of the remaining $400,000 were amended to extend the maturity date from December 31, 2011 to December 31, 2013, (iii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to adjust the conversion price of such notes from $1.00 per share to $0.25 per share, (iv) 2009 Notes in the aggregate principal amount of $400,000 were amended to provide that such notes shall, from January 1, 2012 onwards, bear interest at the rate of 10% per annum payable on a quarterly basis, upon conversion and at maturity and that such interest may, at the option of the Company, be paid in cash or in shares of common stock of the Company at the interest conversion rate of 90% of the volume weighted average price of the common stock of the Company during the 20 trading days prior to the interest payment date, (v) an aggregate of 1,300,000 shares of common stock of the Company were issued to certain holders of the 2009 Notes, and (vi) the exercise price of warrants to purchase an aggregate of 3,385,000 shares of common stock was adjusted from $1.25 per share to $0.50 per share. | |
On December 21, 2012 and on June 27, 2013 the 2009 Notes as described in the preceding paragraph were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to extend the maturity dates from December 31, 2012 to December 31, 2013, (ii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to provide that such notes shall, from January 1, 2013 onwards, bear interest at the rate of 10% per annum payable on a quarterly basis, upon conversion and at maturity and that such interest may, at the option of the Company, be paid in cash or in shares of common stock of the Company at the interest conversion rate of 90% of the volume weighted average price of the common stock of the Company during the 20 trading days prior to the interest payment date, and (iii) the exercise price of the warrants to purchase an aggregate of 3,385,300 shares of common stock was adjusted from $0.50 per share to $0.25 per share. Upon amendment of the notes, interest was calculated on the entire $2,400,000 of promissory notes at a rate of 10% per year. Interest expense was accrued in the amount of $60,000 per quarter and shares are issued in lieu of cash payments. | |
On December 29 and 31, 2013 the 2009 Notes as described in the preceding paragraph were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $2,400,000 were amended to extend the maturity dates from December 31, 2013 to December 31, 2014, (ii) the exercise price of the warrants to purchase an aggregate of 3,385,300 shares of common stock was adjusted from $0.25 per share to $0.10 per share. Additionally, the Company also agreed to extend the expiration date of the warrants to purchase an aggregate of 2,660,000 shares of common stock from December 31, 2014 to December 31, 2016. | |
As of September 30, 2014, the Company issued 9,888,025 shares of its common stock in lieu of interest payments in the aggregate of $400,000 relating to the 2009 Notes in the aggregate principal of $2,400,000. | |
As of September 30, 2014, the entire $2,400,000 balance of the amended 2009 Notes remains outstanding. In the transaction, the Company recognized a discount of $1,670,000 which was amortized over the original life of the 2009 Notes. The discount represented the original issue discount. In addition, the Company determined that the value of the warrants in the transaction of $412,830 as a discount to the 2009 Notes. This discount was being amortized as well over the original life of the 2009 Notes. | |
As of September 30, 2014, $2,400,000 of the 2009 Notes are classified as a current liability. The modifications made to the debt instruments did not constitute a material modification under ASC 470-50. |
Provision_for_Income_Taxes
Provision for Income Taxes | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
Provision for Income Taxes | ' | ||||
Note 7 – Provision for Income Taxes | |||||
Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. | |||||
As of September, 2014, there is no provision for income taxes, current or deferred. | |||||
30-Sep-14 | |||||
Net operating losses | $ | 1,146,000 | |||
Valuation allowance | (1,146,000 | ) | |||
$ | - | ||||
At September 30, 2014, the Company had a net operating loss carry forward in the amount of approximately $3,369,650 available to offset future taxable income through 2034. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. | |||||
A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the year ended September 30, 2014 and 2013 is summarized below. | |||||
Federal statutory rate | (34.0 | )% | |||
State income taxes, net of federal | 0 | ||||
Valuation allowance | 34 | ||||
0 | % |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||
Commitments and Contingencies | ' | ||||||
Note 8 – Commitments and Contingencies | |||||||
Office Lease | |||||||
The Company leases office space at two locations that expire between January 31, 2015 and December 31, 2015. Rent expense for the Company’s facilities for the nine months ended September 30, 2014 and 2013 totaled $13,615 and $12,864, respectively. | |||||||
The future minimum lease payments due under the above mentioned non-cancelable lease agreements are as follows: | |||||||
Year ending December 31, | |||||||
2014 | $ | 4,527 | |||||
2015 | 5,260 | ||||||
$ | 9,787 | ||||||
Contract Related Fees | |||||||
As part of the contract to develop its products, the Company has agreed to pay the contractor 1.5% of future New York state manufactured sales, and 5% of future non-New York state manufactured sales until the entire funds paid by the contractor have been repaid, or 15 years, whichever comes first. As of September 30, 2014, the Company has $1,249,984 of contract related expenses, all of which will be owed to the contractor, contingent upon the sale of the Company’s product. No liability is accrued since no sales have occurred. |
Concentration_of_Credit_Risk
Concentration of Credit Risk | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Risks and Uncertainties [Abstract] | ' | ||||||||
Concentration of Credit Risk | ' | ||||||||
Note 9 - Concentration of Credit Risk | |||||||||
The Company maintains its cash in one bank deposit account, which at times may exceed the federally insured limits of $250,000 that exist through September 30, 2014. At September 30, 2014, the Company did not have any uninsured deposits. | |||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit based on the customers’ financial conditions. The Company does not require collateral or other security to support customer receivables. Credit losses, when realized, have been within the range of management’s expectations. To further reduce credit risk associated with accounts receivable, the Company performs periodic credit evaluations of its customers. | |||||||||
September | September | ||||||||
Concentrations in accounts receivable: | 30, 2014 | 30, 2013 | |||||||
Customer A | 62% | * | |||||||
Customer B | 37% | 10% | |||||||
Customer C | * | 57% | |||||||
Customer D | * | 26% | |||||||
September | September | ||||||||
Concentrations in net revenue: | 30, 2014 | 30, 2013 | |||||||
Customer A | 85% | 46% | |||||||
Customer B | * | 41% | |||||||
Customer C | * | 10% | |||||||
* Customer did not exceed 10% for the respective year |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Note 10 - Fair Value Measurements | |||||||||||||||||
The Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy: | |||||||||||||||||
Level 1 Quoted prices in active markets for identical assets or liabilities. The Company's Level 1 assets consist of cash and cash equivalents. | |||||||||||||||||
Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||||||||||
Financial assets and liabilities measured at fair value on a recurring basis are summarized below: | |||||||||||||||||
30-Sep-14 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Cash | $ | 34,017 | $ | - | $ | - | $ | 34,017 | |||||||||
Total assets | $ | 34,017 | $ | - | $ | - | $ | 34,017 | |||||||||
Original Issue Discount | |||||||||||||||||
Senior Secured Convertible | $ | - | $ | - | $ | 2,400,000 | $ | 2,400,000 | |||||||||
Promissory Notes | |||||||||||||||||
Total liabilities | $ | - | $ | - | $ | 2,400,000 | $ | 2,400,000 | |||||||||
31-Dec-13 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Cash | $ | 118,172 | $ | - | $ | - | $ | 118,172 | |||||||||
Total assets | $ | 118,172 | $ | - | $ | - | $ | 118,172 | |||||||||
Original Issue Discount | |||||||||||||||||
Senior Secured Convertible | $ | - | $ | - | $ | 2,400,000 | $ | 2,400,000 | |||||||||
Promissory Notes | |||||||||||||||||
Total liabilities | $ | - | $ | - | $ | 2,400,000 | $ | 2,400,000 | |||||||||
Original Issue Discount Senior Secured Convertible Promissory Notes | |||||||||||||||||
Balance, January 1, 2012 | $ | 2,400,000 | |||||||||||||||
Realized gains (losses) | - | ||||||||||||||||
Unrealized gains (losses) relating to | |||||||||||||||||
instruments still held at the reporting date | - | ||||||||||||||||
Purchases, sales, issuances and settlements, net | - | ||||||||||||||||
Discount on notes | - | ||||||||||||||||
Amortization of discount on notes | - | ||||||||||||||||
Conversion of notes to common stock | - | ||||||||||||||||
Balance, December 31, 2012 | $ | 2,400,000 | |||||||||||||||
Realized gains (losses) | - | ||||||||||||||||
Unrealized gains (losses) relating to | |||||||||||||||||
instruments still held at the reporting date | - | ||||||||||||||||
Purchases, sales, issuances and settlements, net | - | ||||||||||||||||
Discount on notes | - | ||||||||||||||||
Amortization of discount on notes | - | ||||||||||||||||
Balance, December 31, 2013 | $ | 2,400,000 | |||||||||||||||
Balance, September 30, 2014 | $ | 2,400,000 |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 11 – Subsequent Events | |
On October 23, 2014, the Company issued 1,200,000 shares of common stock for payment of interest in lieu of cash. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||
Basis of Accounting | ' | ||||||||
Basis of Accounting | |||||||||
The financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles. | |||||||||
Principles of Consolidation | ' | ||||||||
Principles of Consolidation | |||||||||
The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists. | |||||||||
The consolidated financial statements include all accounts of the entities at September 30, 2014 as follows: | |||||||||
Name of consolidated | State or other jurisdiction of incorporation or organization | Date of incorporation or formation (date of acquisition, if applicable) | Attributable interest at December 31, 2013 and 2012 | ||||||
subsidiary or entity | |||||||||
Magnolia Solar Inc. | Delaware, | January 8, 2008 | 100% | ||||||
U.S.A. | |||||||||
All inter-company balances and transactions have been eliminated. | |||||||||
Use of Estimates | ' | ||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
Accounts receivable | ' | ||||||||
Accounts Receivable | |||||||||
For financial reporting, current earnings are charged and an allowance is credited with a provision for doubtful accounts based on experience. Accounts deemed uncollectible are charged against this allowance. Receivables are reported on the balance sheet net of such allowance. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses. The Company believes no allowance for doubtful accounts is necessary at September 30, 2014 or December 31, 2013. | |||||||||
Property and Equipment | ' | ||||||||
Property and Equipment | |||||||||
Property and equipment are stated at cost and are depreciated on a straight-line basis over their estimated useful lives (from three to seven years). Additions, renewals, and betterments, unless of a minor amount, are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. | |||||||||
Impairment of Long-Lived Assets | ' | ||||||||
Impairment of Long-Lived Assets | |||||||||
The Company reviews their recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. The Company’s management has determined that the fair value of long-lived assets exceeds the book value and thus no impairment charge is necessary as of September 30, 2014 or December 31, 2013. | |||||||||
Fair Value of Financial Instruments | ' | ||||||||
Fair Value of Financial Instruments | |||||||||
In accordance with ASC 820, Fair Value Measurements and Disclosures, the carrying amount reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments. | |||||||||
Income Taxes | ' | ||||||||
Income Taxes | |||||||||
The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized. | |||||||||
Revenue Recognition | ' | ||||||||
Revenue Recognition | |||||||||
Revenue is recognized from private and public sector contracts that are time and material type contracts. These revenues are recognized in accordance with ASC 605, Revenue Recognition. The Company recognizes revenue when; (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable and (4) collectability is reasonably assured. | |||||||||
The Company assesses whether fees are fixed or determinable at the time of sale and recognizes revenue if all other revenue recognition requirements are met. The Company's standard payment terms are net 30 days. Payments that extend beyond 30 days from the contract date but that are due within twelve months are generally deemed to be fixed or determinable based on the Company's successful collection history on such arrangements, and thereby satisfy the required criteria for revenue recognition. | |||||||||
Revenue from inception to September 30, 2014 has been primarily from research and development grants or contracts to develop solar cells using the Company’s technology. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company had no cash equivalents as of September 30, 2014 or December 31, 2013. | |||||||||
Uncertainty in Income Taxes | ' | ||||||||
Uncertainty in Income Taxes | |||||||||
The Company follows ASC 740-10, Accounting for Uncertainty in Income Taxes. This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis. The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest or penalties since its inception. | |||||||||
The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2010 to 2013 remain open for examination by federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions for any tax year. | |||||||||
Loss Per Share of Common Stock | ' | ||||||||
Loss Per Share of Common Stock | |||||||||
Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The following is a reconciliation of the computation for basic and diluted EPS: | |||||||||
September 30, | September 30, | ||||||||
2014 | 2013 | ||||||||
Net loss | ($ | 432,152 | ) | ($ | 222,476 | ) | |||
Weighted-average common shares | |||||||||
outstanding (Basic) | 36,709,244 | 29,828,504 | |||||||
Weighted-average common stock | |||||||||
Equivalents | |||||||||
Stock options | 1,112,821 | - | |||||||
Warrants | 3,785,300 | 3,785,300 | |||||||
Weighted-average common shares | |||||||||
outstanding (Diluted) | 41,607,365 | 33,613,804 | |||||||
Stock based compensation | ' | ||||||||
Stock based compensation | |||||||||
The Company applies ASC No. 718 and ASC Subtopic No. 505-50, Equity-Based Payments to Non Employees, to options and other stock based awards issued to nonemployees. In accordance with ASC No. 718 and ASC Subtopic No. 505-50, the Company uses the Black-Scholes option pricing model to measure the fair value of the options at the measurement date. | |||||||||
Recently Issued Accounting Standards | ' | ||||||||
Recently Issued Accounting Standards | |||||||||
During August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. | |||||||||
During June 2014, the FASB issued an Accounting Standards Update No. 2014-10, "Development Stage Entities (Topic 915) - Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation ("ASU 2014-10")". The objective of ASU 2014-10 is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company has elected early implementation, as permitted by the standard, beginning June 30, 2014. All development stage language disclosures and amounts have been removed as a result of the adoption of ASU 2014-10. | |||||||||
During May 2014, the FASB issued an Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)". The objective of ASU 2014-09 is to (1) remove inconsistencies and weaknesses in revenue requirements, (2) provide a more robust framework for addressing revenue issues, (3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, (4) provide more useful information to users of financial statements through improved disclosure requirements, and (5) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effect of this standard on its financial statements. | |||||||||
During July 2013, the FASB issued an Accounting Standards Update No. 2013-11, “Income Taxes (Topic 740) - 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”)”. The objective of ASU 2013-11 is to clarify the financial presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. ASU 2013-11 is effective for fiscal years, and interim periods within those years beginning after December 15, 2013. The Company does not expect that the adoption of ASU 2013-11 will have a significant impact on the presentation of its financial statements. | |||||||||
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite - Lived Intangible Assets for Impairment”, on testing for indefinite-lived intangible assets for impairment. The new guidance provides an entity to simplify the testing for a drop in value of intangible assets such as trademarks, patents, and distribution rights. The amended standard reduces the cost of accounting for indefinite-lived intangible assets, especially in cases where the likelihood of impairment is low. The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years beginning after September 15, 2012. The Company’s adoption of this accounting guidance does not have a material impact on the consolidated financial statements and related disclosures. | |||||||||
There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||
Schedule of all accounts of the entities | ' | ||||||||
Name of consolidated | State or other jurisdiction of incorporation or organization | Date of incorporation or formation (date of acquisition, if applicable) | Attributable interest at December 31, 2013 and 2012 | ||||||
subsidiary or entity | |||||||||
Magnolia Solar Inc. | Delaware, | January 8, 2008 | 100% | ||||||
U.S.A. | |||||||||
Schedule of reconciliation of the computation for basic and diluted EPS | ' | ||||||||
September 30, | September 30, | ||||||||
2014 | 2013 | ||||||||
Net loss | ($ | 432,152 | ) | ($ | 222,476 | ) | |||
Weighted-average common shares | |||||||||
outstanding (Basic) | 36,709,244 | 29,828,504 | |||||||
Weighted-average common stock | |||||||||
Equivalents | |||||||||
Stock options | 1,112,821 | - | |||||||
Warrants | 3,785,300 | 3,785,300 | |||||||
Weighted-average common shares | |||||||||
outstanding (Diluted) | 41,607,365 | 33,613,804 |
Stockholders_Deficit_Tables
Stockholders' Deficit (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||||||
Schedule of outstanding warrants | ' | ||||||||||||||
Balance – December 31, 2008 | - | ||||||||||||||
Issued – in the 26.6 units | 2,660,000 | $ | 0.1 | ||||||||||||
Issued – to Placement Agent | 725,300 | $ | 0.1 | ||||||||||||
Balance – December 31, 2009 | 3,385,300 | $ | 0.1 | ||||||||||||
Balance – December 31, 2010 | 3,385,300 | $ | 0.1 | ||||||||||||
Issued – for public relations | 400,000 | $ | 0.5 | ||||||||||||
Balance – December 31, 2011 | 3,785,300 | $ | 0.14 | ||||||||||||
Balance – December 31, 2012 | 3,785,300 | $ | 0.14 | ||||||||||||
Balance – December 31, 2013 | 3,785,300 | $ | 0.14 | ||||||||||||
Balance – September 30, 2014 | 3,785,300 | $ | 0.14 | ||||||||||||
Schedule of assumptions made in estimating the fair value | ' | ||||||||||||||
Dividend yield | 0 | % | |||||||||||||
Volatility | 213.26 | % | |||||||||||||
Risk- free interest rate | 0.77 | % | |||||||||||||
Expected term | 3.5 Years | ||||||||||||||
Summary of stock option activity under the Company's stock option plan | ' | ||||||||||||||
Outstanding as of December 31, 2013 | Number of | Range of | Weighted- | ||||||||||||
Options/Shares | Exercise Prices | Average | |||||||||||||
Exercise Price | |||||||||||||||
- | $ | 0 | $ | 0 | |||||||||||
Options granted | 2,450,000 | $ | 0.05 | $ | 0.05 | ||||||||||
Options exercised | - | $ | 0 | $ | 0 | ||||||||||
Options forfeited/expired/cancelled | - | $ | 0 | $ | 0 | ||||||||||
Outstanding as of September 30, 2014 | 2,450,000 | $ | 0.05 | $ | 0.05 | ||||||||||
Exercisable as of September 30, 2014 | 704,375 | $ | 0.05 | $ | 0.05 | ||||||||||
Exercisable as of December 31, 2013 | - | $ | 0 | $ | 0 | ||||||||||
Schedule of stock options outstanding | ' | ||||||||||||||
Exercise Price | Number of | Weighted-Average | Number of | ||||||||||||
Options | Remaining | Options | |||||||||||||
Outstanding | Contractual Life | Exercisable | |||||||||||||
(years) | |||||||||||||||
$ | 0.05 | 2,450,000 | 4.67 | 704,375 | |||||||||||
2,450,000 | 4.67 | 704,375 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
Schedule of property and equipment | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Office equipment and computer | $ | 6,106 | $ | 6,106 | |||||
Furniture and fixtures | 2,182 | 2,182 | |||||||
8,288 | 8,288 | ||||||||
Accumulated depreciation | (7,587 | ) | (7,353 | ) | |||||
$ | 701 | $ | 935 |
Provision_for_Income_Taxes_Tab
Provision for Income Taxes (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
Schedule of provision for income taxes, current or deferred | ' | ||||
30-Sep-14 | |||||
Net operating losses | $ | 1,146,000 | |||
Valuation allowance | (1,146,000 | ) | |||
$ | - | ||||
Schedule of effective tax rate as a percentage of income before taxes and federal statutory rate | ' | ||||
Federal statutory rate | (34.0 | )% | |||
State income taxes, net of federal | 0 | ||||
Valuation allowance | 34 | ||||
0 | % |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||
Schedule of future minimum lease payments due under non-cancelable lease agreements | ' | ||||||
Year ending December 31, | |||||||
2014 | $ | 4,527 | |||||
2015 | 5,260 | ||||||
$ | 9,787 |
Concentration_of_Credit_Risk_T
Concentration of Credit Risk (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Risks and Uncertainties [Abstract] | ' | ||||||||
Schedule of company performs periodic credit evaluations of its customers | ' | ||||||||
September | September | ||||||||
Concentrations in accounts receivable: | 30, 2014 | 30, 2013 | |||||||
Customer A | 62% | * | |||||||
Customer B | 37% | 10% | |||||||
Customer C | * | 57% | |||||||
Customer D | * | 26% | |||||||
September | September | ||||||||
Concentrations in net revenue: | 30, 2014 | 30, 2013 | |||||||
Customer A | 85% | 46% | |||||||
Customer B | * | 41% | |||||||
Customer C | * | 10% | |||||||
* Customer did not exceed 10% for the respective year |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of financial assets and liabilities measured at fair value on a recurring basis | ' | ||||||||||||||||
30-Sep-14 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Cash | $ | 34,017 | $ | - | $ | - | $ | 34,017 | |||||||||
Total assets | $ | 34,017 | $ | - | $ | - | $ | 34,017 | |||||||||
Original Issue Discount | |||||||||||||||||
Senior Secured Convertible | $ | - | $ | - | $ | 2,400,000 | $ | 2,400,000 | |||||||||
Promissory Notes | |||||||||||||||||
Total liabilities | $ | - | $ | - | $ | 2,400,000 | $ | 2,400,000 | |||||||||
31-Dec-13 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Cash | $ | 118,172 | $ | - | $ | - | $ | 118,172 | |||||||||
Total assets | $ | 118,172 | $ | - | $ | - | $ | 118,172 | |||||||||
Original Issue Discount | |||||||||||||||||
Senior Secured Convertible | $ | - | $ | - | $ | 2,400,000 | $ | 2,400,000 | |||||||||
Promissory Notes | |||||||||||||||||
Total liabilities | $ | - | $ | - | $ | 2,400,000 | $ | 2,400,000 | |||||||||
Schedule of original issue discount secured convertible promissory notes | ' | ||||||||||||||||
Original Issue Discount Senior Secured Convertible Promissory Notes | |||||||||||||||||
Balance, January 1, 2012 | $ | 2,400,000 | |||||||||||||||
Realized gains (losses) | - | ||||||||||||||||
Unrealized gains (losses) relating to | |||||||||||||||||
instruments still held at the reporting date | - | ||||||||||||||||
Purchases, sales, issuances and settlements, net | - | ||||||||||||||||
Discount on notes | - | ||||||||||||||||
Amortization of discount on notes | - | ||||||||||||||||
Conversion of notes to common stock | - | ||||||||||||||||
Balance, December 31, 2012 | $ | 2,400,000 | |||||||||||||||
Realized gains (losses) | - | ||||||||||||||||
Unrealized gains (losses) relating to | |||||||||||||||||
instruments still held at the reporting date | - | ||||||||||||||||
Purchases, sales, issuances and settlements, net | - | ||||||||||||||||
Discount on notes | - | ||||||||||||||||
Amortization of discount on notes | - | ||||||||||||||||
Balance, December 31, 2013 | $ | 2,400,000 | |||||||||||||||
Balance, September 30, 2014 | $ | 2,400,000 |
Organization_and_Nature_of_Bus1
Organization and Nature of Business (Detail Textuals) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Feb. 28, 2010 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 29, 2011 | |
Convertible Debt [Member] | ||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Ratio of forward stock splits issued and outstanding shares | '1.3157895:1 | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ($134,577) | ($80,633) | ($432,152) | ($222,476) | ' | ' | ' |
Aggregate principal amount of 2009 notes raising from private placement | ' | 990,000 | ' | 990,000 | ' | ' | ' | ' |
Aggregate principal amount of 2009 notes | ' | 2,400,000 | ' | 2,400,000 | ' | ' | ' | 2,660,000 |
Cash | ' | $34,017 | $181,932 | $34,017 | $181,932 | $118,172 | $135,626 | ' |
Organization_and_Nature_of_Bus2
Organization and Nature of Business (Detail Textuals 1) (USD $) | 1 Months Ended | 12 Months Ended | |||||||
Dec. 21, 2012 | Dec. 29, 2011 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of 2009 notes | ' | ' | ' | $2,400,000 | ' | ' | ' | ' | ' |
Number of shares issued to holders | ' | ' | ' | 9,888,025 | ' | ' | ' | ' | ' |
Warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants | $0.50 | $1.25 | $0.14 | $0.14 | $0.14 | $0.14 | $0.10 | $0.10 | ' |
Reduction in exercise price of warrants | 0.25 | 0.5 | 0.25 | ' | ' | ' | ' | ' | ' |
Number of common stock called by warrants | 3,385,300 | 3,385,300 | 3,385,300 | ' | ' | ' | ' | 2,660,000 | ' |
Warrants Expiration Date | ' | ' | 31-Dec-16 | ' | ' | ' | ' | ' | ' |
Original Issue Discount Senior Secured Convertible Promissory Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of 2009 notes | ' | 2,660,000 | ' | ' | ' | ' | ' | ' | ' |
Interest rate on quarterly basis | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued to holders | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' |
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of 2009 notes | ' | 260,000 | 2,400,000 | ' | ' | ' | ' | ' | ' |
Aggregate principal amount converted into shares | ' | 1,040,000 | ' | ' | ' | ' | ' | ' | ' |
Debt instrument convertible conversion price | ' | $0.25 | ' | ' | ' | ' | ' | ' | ' |
Principal amount outstanding for the note maturing on December 31, 2014 | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | ' |
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of 2009 notes | 2,000,000 | 2,000,000 | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount converted into shares | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument convertible conversion price | ' | $0.25 | ' | ' | ' | ' | ' | ' | ' |
Initial conversion price | ' | $1 | ' | ' | ' | ' | ' | ' | ' |
Interest conversion rate | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Trading days for interest payment | '20 days | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on quarterly basis | 90.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of 2009 notes | ' | $400,000 | ' | ' | ' | ' | ' | ' | ' |
Interest conversion rate | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' |
Trading days for interest payment | ' | '20 days | ' | ' | ' | ' | ' | ' | ' |
Interest rate on quarterly basis | ' | 90.00% | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (Subsidiary) | 9 Months Ended |
Sep. 30, 2014 | |
Subsidiary | ' |
Name of consolidated subsidiary or entity | 'Magnolia Solar, Inc. |
Entity Incorporation, State Country Name | 'Delaware,U.S.A. |
Entity Incorporation, Date of Incorporation | 8-Jan-08 |
Attributable interest at December 31, 2013 and 2012 | 100.00% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' | ' | ' | ' |
Net loss | ($134,577) | ($80,633) | ($432,152) | ($222,476) |
Weighted-average common shares outstanding (Basic) | 38,527,316 | 31,549,189 | 36,709,244 | 29,828,504 |
Weighted-average common stock Equivalents Stock options | ' | ' | 1,112,821 | ' |
Warrants | ' | ' | 3,785,300 | 3,785,300 |
Weighted-average common shares outstanding (Diluted) | ' | ' | 41,607,365 | 33,613,804 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Detail Textuals) | 9 Months Ended |
Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ' |
Standard payment term minimum | '30 days |
Standard payment term maximum | '12 months |
Property, Plant and Equipment | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives of property, plant and equipment | 'three to seven years |
Stockholders_Deficit_Details
Stockholders' Deficit (Details) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2009 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 21, 2012 | Dec. 31, 2011 | Dec. 29, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Aug. 15, 2011 | Dec. 31, 2011 | |
Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Placement Agent Warrants | Public relation services warrant | Public relation services warrant | |
Warrants Outstanding [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | 3,785,300 | 3,785,300 | 3,785,300 | ' | 3,785,300 | ' | 3,385,300 | ' | ' | ' |
Issued | 2,660,000 | ' | ' | ' | ' | ' | ' | ' | 725,300 | 400,000 | 400,000 |
Balance | 3,385,300 | 3,785,300 | 3,785,300 | 3,785,300 | ' | 3,785,300 | ' | 3,385,300 | ' | ' | ' |
Weighted Average Exercise Price Of Warrants [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in dollars per share) | ' | $0.14 | $0.14 | $0.14 | $0.50 | $0.14 | $1.25 | $0.10 | ' | ' | ' |
Issued (in dollars per share) | 0.1 | ' | ' | ' | ' | ' | ' | ' | 0.1 | ' | 0.5 |
Balance (in dollars per share) | $0.10 | $0.14 | $0.14 | $0.14 | $0.50 | $0.14 | $1.25 | $0.10 | $0.10 | $0.50 | ' |
Stockholders_Deficit_Parenthet
Stockholders' Deficit (Parentheticals) (Details) (Warrant) | Dec. 31, 2009 |
Unit | |
Warrant | ' |
Class of Warrant or Right [Line Items] | ' |
Number of units issued in connection with warrants issue | 26.6 |
Stockholders_Deficit_Details_1
Stockholders' Deficit (Details 1) | 9 Months Ended |
Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ' |
Dividend yield | 0.00% |
Volatility | 213.26% |
Risk-free interest rate | 0.77% |
Expected term | '3 years 6 months |
Stockholders_Deficit_Details_2
Stockholders' Deficit (Details 2) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Number of Options/Shares | ' | ' |
Outstanding, Number of Options/Shares | ' | ' |
Options granted, Number of Options/Shares | 2,450,000 | ' |
Options exercised, Number of Options/Shares | ' | ' |
Options forfeited/expired/cancelled, Number of Options/Shares | ' | ' |
Outstanding, Number of Options/Shares | 2,450,000 | ' |
Exercisable, Number of Options/Shares | 704,375 | ' |
Range of Exercise Prices | ' | ' |
Outstanding, Range of Exercise Prices | $0 | ' |
Options granted, Range of Exercise Prices | $0.05 | ' |
Options exercised, Range of Exercise Prices | $0 | ' |
Options forfeited/expired/cancelled, Range of Exercise Prices | $0 | ' |
Outstanding, Range of Exercise Prices | $0.05 | ' |
Exercisable, Range of Exercise Prices | $0.05 | $0 |
Weighted- Average Exercise Price | ' | ' |
Outstanding, Weighted- Average Exercise Price | $0 | ' |
Options granted, Weighted- Average Exercise Price | $0.05 | ' |
Options exercised, Weighted- Average Exercise Price | $0 | ' |
Options forfeited/expired/cancelled, Weighted- Average Exercise Price | $0 | ' |
Outstanding, Weighted- Average Exercise Price | $0.05 | ' |
Exercisable, Weighted- Average Exercise Price | $0.05 | $0 |
Stockholders_Deficit_Details_3
Stockholders' Deficit (Details 3) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise Price | $0.05 | $0 |
Number of Options Outstanding | 2,450,000 | ' |
Weighted-Average Remaining Contractual Life (years) | '4 years 8 months 1 day | ' |
Number of Options Exercisable | 704,375 | ' |
Exercise Price [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise Price | $0.05 | ' |
Number of Options Outstanding | 2,450,000 | ' |
Weighted-Average Remaining Contractual Life (years) | '4 years 8 months 1 day | ' |
Number of Options Exercisable | 704,375 | ' |
Stockholders_Deficit_Detail_Te
Stockholders' Deficit (Detail Textuals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2008 | Mar. 31, 2008 | Mar. 31, 2008 |
Prior to the reverse merger | Prior to the reverse merger | Prior to the reverse merger | |||
Minimum | Maximum | ||||
Stockholders Equity Note Disclosure [Line Items] | ' | ' | ' | ' | ' |
Common stock, shares authorized | 75,000,000 | 75,000,000 | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | ' | $0.01 | $0.02 |
Common shares issued to founders for cash (in shares) | ' | ' | 4,473,686 | ' | ' |
Common shares issued to founders for cash | ' | ' | $53,000 | ' | ' |
Stockholders_Deficit_Detail_Te1
Stockholders' Deficit (Detail Textuals 1) (USD $) | 1 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||||||||||||||
Feb. 28, 2010 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Oct. 11, 2011 | Feb. 10, 2011 | Mar. 10, 2010 | Aug. 31, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Oct. 31, 2013 | Aug. 31, 2013 | 31-May-13 | Apr. 30, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Aug. 31, 2012 | Jul. 31, 2012 | Jun. 30, 2012 | 31-May-12 | Apr. 30, 2012 | Dec. 29, 2011 | Apr. 30, 2011 | Nov. 22, 2010 | Feb. 28, 2010 | Dec. 31, 2009 | Mar. 31, 2008 | Dec. 29, 2011 | |
Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | Post merger | |||||
Original Issue Discount Senior Secured Convertible Promissory Notes | ||||||||||||||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,973,684 | ' | ' | ' |
Issued shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,330,000 | ' | ' | ' |
Common stock issued | ' | 38,527,316 | ' | 33,835,268 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,830,000 | 4,473,686 | ' |
Common stock, shares outstanding | ' | 38,527,316 | ' | 33,835,268 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,830,000 | ' | ' |
Ratio of forward stock splits issued and outstanding shares | '1.3157895:1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issued shares of common stock for services | ' | ' | ' | ' | 100,000 | 50,000 | 75,000 | ' | 160,714 | 94,737 | ' | 131,965 | 140,625 | ' | 286,250 | ' | 500,000 | 75,000 | 150,000 | 100,000 | 100,000 | ' | 230,000 | 100,000 | 250,000 | 25,000 | ' | ' | ' | ' |
Common stock fair value price per share | ' | ' | ' | ' | $0.15 | $0.37 | $0.90 | $0.05 | $0.03 | $0.05 | ' | $0.05 | $0.04 | $0.04 | $0.06 | $0.05 | $0.07 | $0.09 | ' | $0.09 | ' | $0.09 | ' | $0.15 | $0.18 | $0.60 | ' | ' | ' | $0.21 |
Value of common stock for services | ' | ' | ' | ' | $15,000 | $18,500 | $67,500 | ' | $4,500 | $4,500 | ' | $4,500 | $4,500 | ' | $16,660 | ' | $35,000 | $75,000 | $150,000 | $100,000 | $100,000 | ' | $230,000 | $15,000,000 | $45,250 | $15,000 | ' | ' | ' | ' |
Common shares issued for payment of interest (in shares) | ' | ' | ' | ' | ' | ' | ' | 60,000 | 2,068,965 | ' | 1,048,950 | 1,398,601 | 1,823,708 | 1,675,978 | ' | 211,078 | ' | 124,238 | ' | 108,663 | ' | 109,162 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for payment of interest | ' | 180,000 | 130,000 | ' | ' | ' | ' | 1,318,682 | 60,000 | ' | 60,000 | 60,000 | 60,000 | 60,000 | ' | 10,000 | ' | 10,000 | ' | 10,000 | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock fair value price per share for services | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | ' | $0.04 | $0.07 | $0.06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
To reflect the issuance of shares issued in Conversion of OID notes (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,040,000 |
Sum of aggregate principal amount | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 260,000 |
Issued shares of common stock 2009 notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 |
Value of 2009 notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $273,000 |
Stockholders_Deficit_Detail_Te2
Stockholders' Deficit (Detail Textuals 2) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||
Dec. 21, 2012 | Dec. 29, 2011 | Dec. 31, 2013 | Dec. 31, 2009 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2008 | Dec. 23, 2013 | Sep. 30, 2014 | Dec. 31, 2009 | Dec. 29, 2011 | Dec. 31, 2009 | Aug. 15, 2011 | Dec. 31, 2011 | Sep. 30, 2014 | |
Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Placement Agent Warrants | Placement Agent Warrants | Public relation services warrant | Public relation services warrant | Public relation services warrant | |
2009 Private Placement | 2009 Private Placement | 2009 Private Placement | |||||||||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of callable warrants | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' |
Number of common stock called by warrants | 3,385,300 | 3,385,300 | 3,385,300 | 2,660,000 | ' | ' | ' | ' | ' | ' | ' | 2,660,000 | ' | ' | ' | ' | ' |
Warrants issued | ' | ' | ' | 2,660,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 725,300 | 400,000 | 400,000 | ' |
Exercise price of warrants | $0.50 | $1.25 | $0.14 | $0.10 | $0.14 | $0.14 | $0.14 | $0.10 | ' | ' | ' | $1.25 | ' | $0.10 | $0.50 | ' | ' |
Value of warrants | ' | ' | ' | $50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $59,534 |
Reduction in exercise price of warrants | 0.25 | 0.5 | 0.25 | ' | ' | ' | ' | ' | ' | 0.1 | ' | ' | 0.5 | ' | ' | ' | ' |
Extended warrant expiration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Expiration date of the 2009 Warrants from December 31, 2014 to December 31, 2016. | ' | ' | ' | ' | ' | ' |
Stockholders_Deficit_Detail_Te3
Stockholders' Deficit (Detail Textuals 3) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | 31-May-14 | Sep. 30, 2013 | Sep. 30, 2014 | |
Incentive Stock Option Plan [Member] | Incentive Stock Option Plan [Member] | Incentive Stock Option Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' | ' | ' |
Options granted, Number of Options/Shares | 2,450,000 | ' | 2,450,000 | 5,500,000 | ' |
Available for future grant | ' | ' | ' | ' | 2,335,709 |
Share-based Compensation | $19,898 | ' | ' | ' | ' |
Non-vested options, Number of Shares | 49,313 | ' | ' | ' | ' |
Weighted-Average Remaining Contractual Life (years) | '4 years 8 months 1 day | ' | ' | ' | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | $8,288 | $8,288 |
Accumulated depreciation | -7,587 | -7,353 |
Fixed assets, net | 701 | 935 |
Office equipment and computers | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | 6,106 | 6,106 |
Furniture and fixtures | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, gross | $2,182 | $2,182 |
Property_and_Equipment_Detail_
Property and Equipment (Detail Textuals) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Property and Equipment [Abstract] | ' | ' |
Depreciation expense | $234 | $724 |
License_Agreement_with_Related1
License Agreement with Related Party (Detail Textuals) (Licensing Agreements, Magnolia Optical Technologies, USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Licensing Agreements | Magnolia Optical Technologies | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Term of license agreement | '10 years | ' |
License costs | $356,500 | ' |
Finite lived intangible assets, accumulated amortization | 228,755 | ' |
Amortization of intangible assets | $26,738 | $26,738 |
Original_Issue_Discount_Senior1
Original Issue Discount Senior Secured Convertible Promissory Note (Detail Textuals) (USD $) | 12 Months Ended | ||||||||
Dec. 31, 2009 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 21, 2012 | Dec. 31, 2011 | Dec. 29, 2011 | Dec. 31, 2010 | Dec. 31, 2008 | |
Unit | |||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of 2009 notes | ' | $2,400,000 | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of 2009 notes raising from private placement | ' | 990,000 | ' | ' | ' | ' | ' | ' | ' |
Warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units issued in connection with warrants issue | 26.6 | ' | ' | ' | ' | ' | ' | ' | ' |
Value of warrants | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of 2009 notes raising from private placement | 990,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock called by warrants | 2,660,000 | ' | 3,385,300 | ' | 3,385,300 | ' | 3,385,300 | ' | ' |
Exercise price of warrants | $0.10 | $0.14 | $0.14 | $0.14 | $0.50 | $0.14 | $1.25 | $0.10 | ' |
Number Of Warrants Issued | 2,660,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant | Private Placement | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock called by warrants | 2,660,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants | $1.25 | ' | ' | ' | ' | ' | ' | ' | ' |
Original Issue Discount Senior Secured Convertible Promissory Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of 2009 notes | $2,660,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of shares | 2,660,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument convertible conversion price | $1.25 | ' | ' | ' | ' | ' | ' | ' | ' |
Placement Agent Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Warrants Issued | 725,300 | ' | ' | ' | ' | ' | ' | ' | ' |
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial conversion price | $1 | ' | ' | ' | ' | ' | ' | ' | ' |
Original_Issue_Discount_Senior2
Original Issue Discount Senior Secured Convertible Promissory Note (Detail Textuals 1) (USD $) | Sep. 30, 2014 | Dec. 21, 2012 | Dec. 29, 2011 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 21, 2012 | Dec. 29, 2011 | Dec. 29, 2011 | Dec. 31, 2013 | Dec. 21, 2012 | Dec. 29, 2011 | Dec. 29, 2011 | Sep. 30, 2014 |
Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Warrant | Original Issue Discount Senior Secured Convertible Promissory Notes | Original Issue Discount Senior Secured Convertible Promissory Notes | Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 1 | Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 1 | Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 2 | Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 2 | Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 3 | Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 3 | ||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of 2009 notes | $2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,660,000 | $260,000 | $2,400,000 | $2,000,000 | $2,000,000 | $400,000 | ' |
Aggregate principal amount converted into shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,040,000 | ' | ' | ' | ' | ' |
Debt instrument convertible conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.25 | ' | ' | $0.25 | ' | ' |
Initial conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' |
Interest conversion rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | 10.00% | ' |
Trading days for interest payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | '20 days | ' |
Number of shares issued to holders | 9,888,025 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' |
Aggregate interest payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 |
Principal amount outstanding for the note maturing on December 31, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | ' | ' | ' | ' |
Number of common stock called by warrants | ' | 3,385,300 | 3,385,300 | 3,385,300 | ' | ' | ' | ' | 2,660,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants | ' | $0.50 | $1.25 | $0.14 | $0.14 | $0.14 | $0.14 | $0.10 | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction in exercise price of warrants | ' | 0.25 | 0.5 | 0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on quarterly basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | 90.00% | ' | 90.00% | ' |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' |
Accrued interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $60,000 | ' | ' | ' | ' | ' | ' | ' |
Original_Issue_Discount_Senior3
Original Issue Discount Senior Secured Convertible Promissory Note (Detail Textuals 2) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2009 | |
Original Issue Discount Senior Secured Convertible Promissory Note [Abstract] | ' | ' |
Net value of the 2009 notes | $2,400,000 | ' |
Recognized a discount over the original life of the 2009 Notes | 1,670,000 | ' |
Value of the warrants in the transaction of a discount to the 2009 Notes | ' | $412,830 |
Provision_for_Income_Taxes_Det
Provision for Income Taxes (Details) (USD $) | Sep. 30, 2014 |
Provision For Income Taxes [Abstract] | ' |
Net operating losses | $1,146,000 |
Valuation allowance | -1,146,000 |
Deferred tax assets operating loss carry forwards net of valuation allowance, total | ' |
Provision_for_Income_Taxes_Det1
Provision for Income Taxes (Details 1) | 9 Months Ended |
Sep. 30, 2014 | |
Provision For Income Taxes [Abstract] | ' |
Federal statutory rate | -34.00% |
State income taxes, net of federal | 0.00% |
Valuation allowance | 34.00% |
Effective tax rate of income before taxes and federal statutory rate | 0.00% |
Provision_for_Income_Taxes_Det2
Provision for Income Taxes (Detail Textuals) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Provision For Income Taxes [Abstract] | ' |
Net operating loss carry forward | $3,369,650 |
Taxable income, Description | 'Through 2034. |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
2014 | $4,527 |
2015 | 5,260 |
Operating leases future minimum payments due | $9,787 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Detail Textuals) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Rent expense | $13,615 | $12,864 |
Percentage of future New York state manufactured sales | 1.50% | ' |
Percentage of future non New York state manufactured sales | 5.00% | ' |
Term of amount paid to contractor | '15 years | ' |
Contract related expenses | $1,249,984 | ' |
Concentration_of_Credit_Risk_D
Concentration of Credit Risk (Details) | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | |||
Concentration Risk [Line Items] | ' | ' | ||
Percentage of concentration risk | 10.00% | ' | ||
Customer concentration risk | Accounts Receivable | Customer A | ' | ' | ||
Concentration Risk [Line Items] | ' | ' | ||
Percentage of concentration risk | 62.00% | ' | [1] | |
Customer concentration risk | Accounts Receivable | Customer B | ' | ' | ||
Concentration Risk [Line Items] | ' | ' | ||
Percentage of concentration risk | 37.00% | 10.00% | ||
Customer concentration risk | Accounts Receivable | Customer C | ' | ' | ||
Concentration Risk [Line Items] | ' | ' | ||
Percentage of concentration risk | ' | [1] | 57.00% | |
Customer concentration risk | Accounts Receivable | Customer D [Member] | ' | ' | ||
Concentration Risk [Line Items] | ' | ' | ||
Percentage of concentration risk | ' | [1] | 26.00% | |
Customer concentration risk | Revenue | Customer A | ' | ' | ||
Concentration Risk [Line Items] | ' | ' | ||
Percentage of concentration risk | 85.00% | 46.00% | ||
Customer concentration risk | Revenue | Customer B | ' | ' | ||
Concentration Risk [Line Items] | ' | ' | ||
Percentage of concentration risk | ' | [1] | 41.00% | |
Customer concentration risk | Revenue | Customer C | ' | ' | ||
Concentration Risk [Line Items] | ' | ' | ||
Percentage of concentration risk | ' | [1] | 10.00% | |
[1] | Customer did not exceed 10% for the respective year |
Concentration_of_Credit_Risk_D1
Concentration of Credit Risk (Detail Textuals) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Risks and Uncertainties [Abstract] | ' |
Federally insured limits exist through September 30, 2014 | $250,000 |
Percentage of concentration risk | 10.00% |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Fair value on a recurring basis, USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Total | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash | $34,017 | $118,172 |
Total assets | 34,017 | 118,172 |
Original Issue Discount Senior Secured Convertible Promissory Notes | 2,400,000 | 2,400,000 |
Total liabilities | 2,400,000 | 2,400,000 |
Level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash | 34,017 | 118,172 |
Total assets | 34,017 | 118,172 |
Original Issue Discount Senior Secured Convertible Promissory Notes | ' | ' |
Total liabilities | ' | ' |
Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash | ' | ' |
Total assets | ' | ' |
Original Issue Discount Senior Secured Convertible Promissory Notes | ' | ' |
Total liabilities | ' | ' |
Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash | ' | ' |
Total assets | ' | ' |
Original Issue Discount Senior Secured Convertible Promissory Notes | 2,400,000 | 2,400,000 |
Total liabilities | $2,400,000 | $2,400,000 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | |
Original Issue Discount Senior Secured Convertible Promissory Notes | Original Issue Discount Senior Secured Convertible Promissory Notes | Original Issue Discount Senior Secured Convertible Promissory Notes | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | ' |
Balance | ' | $2,400,000 | $2,400,000 | $2,400,000 |
Realized gains/(losses) | ' | ' | ' | ' |
Unrealized gains/(losses) relating to instruments still held at the reporting date | ' | ' | ' | ' |
Purchases, sales, issuances and settlements, net | ' | ' | ' | ' |
Discount on notes | ' | ' | ' | ' |
Amortization of discount on notes | 1,670,000 | ' | ' | ' |
Conversion of notes to common stock | ' | ' | ' | ' |
Balance | ' | $2,400,000 | $2,400,000 | $2,400,000 |
Subsequent_Events_Detail_Textu
Subsequent Events (Detail Textuals) (Subsequent Event [Member]) | 1 Months Ended |
Oct. 23, 2014 | |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Common shares issued for payment of interest (in shares) | 1,200,000 |