Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 15, 2013 | |
Line of credit repayments | ' | ' |
Entity Registrant Name | 'WINDAUS GLOBAL ENERGY INC. | ' |
Entity Central Index Key | '0001439133 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 80,521,899 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash | $641,540 | $4,022 |
Accounts receivable | 109,780 | 24,933 |
Inventories | 770,275 | 295,023 |
Prepaid expenses | 60,748 | 77,717 |
Deferred financing costs | 60,138 | ' |
TOTAL CURRENT ASSETS | 1,642,481 | 401,695 |
Property and equipment, net of accumulated depreciation of $325,592 and $202,303, Respectively | 371,271 | 487,942 |
OTHER ASSETS | ' | ' |
Deposits | 7,500 | 7,500 |
TOTAL ASSETS | 2,021,252 | 897,137 |
CURRENT LIABILITIES | ' | ' |
Accounts payable | 819,429 | 1,021,312 |
Accounts payable - related parties | ' | 41,705 |
Accrued liabilities | 716,950 | 512,730 |
Deferred rent | ' | 61,098 |
Deferred revenues | 9,841 | 102,428 |
Short Term Convertible Notes Payable, net of discount of $359,774 and $0, respectively | 190,226 | ' |
Short term debt - related parties | 187,500 | 253,000 |
Short term debt - third parties | 1,079,750 | 499,750 |
Current maturities of note payable | 96,887 | 351,453 |
TOTAL CURRENT LIABILITIES | 3,100,583 | 2,843,476 |
LONG TERM LIABILITY | ' | ' |
Note payable, non-current | 1,228,113 | 1,048,547 |
TOTAL LIABILITIES | 4,328,696 | 3,892,023 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock, no par value | ' | ' |
Common stock; $0.001 par value; unlimited shares authorized; 78,501,899 and 24,646,646 shares issued and outstanding, respectively | 78,479 | 24,647 |
Additional paid in capital | 6,372,856 | 320,233 |
Accumulated deficit | -8,758,779 | -5,636,119 |
TOTAL STOCKHOLDERS' DEFICIT | -2,307,444 | -2,994,886 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 2,021,252 | 897,137 |
Series A Preferred Stock [Member] | ' | ' |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock, no par value | ' | 740,000 |
Seed 1 Preferred Stock [Member] | ' | ' |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock, no par value | ' | 35,000 |
Seed 2 Preferred Stock [Member] | ' | ' |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock, no par value | ' | $1,521,353 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Property and equipment, net of accumulated depreciation | $325,592 | $202,303 |
Borrowings notes payable, net of discount | $359,774 | $0 |
Preferred stock, par value | ' | ' |
Perferred stock, shares authorized | ' | ' |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | ' | ' |
Common Stock, shares issued | 78,501,899 | 24,646,646 |
Common Stock, shares outstanding | 78,501,899 | 24,646,646 |
Series A Preferred Stock [Member] | ' | ' |
Preferred stock, par value | ' | ' |
Perferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 83,053 |
Preferred stock, shares outstanding | 0 | 83,053 |
Seed 1 Preferred Stock [Member] | ' | ' |
Preferred stock, par value | ' | ' |
Perferred stock, shares authorized | 35,000 | 35,000 |
Preferred stock, shares issued | 0 | 35,000 |
Preferred stock, shares outstanding | 0 | 35,000 |
Seed 2 Preferred Stock [Member] | ' | ' |
Preferred stock, par value | ' | ' |
Perferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 463,908 |
Preferred stock, shares outstanding | 0 | 463,908 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Statement [Abstract] | ' | ' | ' | ' |
SALES | $47,857 | $125,660 | $603,480 | $372,918 |
COST OF GOODS SOLD | 57,896 | 146,322 | 488,207 | 457,683 |
GROSS (LOSS) PROFIT | -10,039 | -20,662 | 115,273 | -84,765 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Research and development | 314,071 | 263,524 | 491,446 | 1,421,469 |
General and administrative expenses | 389,235 | 274,716 | 2,442,598 | 983,471 |
TOTAL OPERATING EXPENSES | 703,306 | 538,240 | 2,934,044 | 2,404,940 |
LOSS FROM OPERATIONS | -713,345 | -558,902 | -2,818,771 | -2,489,705 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' |
Grant income | ' | 7,917 | ' | 607,918 |
Other expense | ' | ' | -800 | -800 |
Interest expense, net | -172,098 | -56,036 | -303,089 | -135,498 |
TOTAL OTHER INCOME (EXPENSE) | -172,098 | -48,119 | -303,889 | 471,620 |
NET LOSS | ($885,443) | ($607,021) | ($3,122,660) | ($2,018,085) |
Net Loss Per Share - Basic and Diluted | ($0.01) | ($0.02) | ($0.07) | ($0.08) |
Weighted Average Shares Outstanding - Basic and Diluted | 75,583,933 | 24,646,646 | 48,009,364 | 24,646,646 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($3,122,660) | ($2,018,085) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 123,289 | 116,855 |
Stock option expense | 119,693 | 119,693 |
Stock based compensation | 1,504,200 | ' |
Amortization of deferred financing costs | 30,000 | ' |
Amortization of debt discount | 168,284 | ' |
Changes in operating Assets and Liabilities: | ' | ' |
Accounts recievables | -84,847 | -142,193 |
Inventory | -475,252 | ' |
Prepaid expenses | 16,969 | ' |
Accounts payable | -201,883 | 416,003 |
Accounts payable related parties | -41,705 | 133,426 |
Accrued liabilities | 204,220 | 119,781 |
Deferred rent | -61,098 | 4,535 |
Deferred revenue | -92,587 | ' |
NET CASH USED IN OPERATING ACTIVITIES | -1,913,377 | -1,249,985 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Cash paid for purchase of fixed assets | -6,618 | -56,122 |
NET CASH USED BY INVESTING ACTIVITIES | -6,618 | -56,122 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Cash payments on deferred financing costs | -42,000 | ' |
Borrowings on line of credit, net | 785,712 | ' |
Repayments on line of credit, net | -285,712 | ' |
Proceeds from short term debt | ' | 230,000 |
Payments on short term debt | -20,000 | ' |
Principal payments on short term debt | ' | ' |
Proceeds from short term debt - related parties | 62,000 | 210,000 |
Payments on short term debt - related parties | -27,500 | ' |
Proceeds from issuance of convertible debt | 550,000 | ' |
Principal payments on long term debt | -75,000 | ' |
Proceeds from issuance of Series A preferred stock | ' | 660,000 |
Net proceeds from issuance of Common Stock and Warrants | 1,610,013 | ' |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,557,513 | 1,100,000 |
NET INCREASE (DECREASE) IN CASH | 637,518 | -206,108 |
CASH, Beginning of Period | 4,022 | 206,108 |
CASH, End of Period | 641,540 | ' |
SUPPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ' | ' |
Interest | 213,817 | 62,174 |
Income taxes | 800 | 800 |
NON CASH INVESTING AND FINANCING ACTIVITIES | ' | ' |
Debt discount on warrants issued with debt | 528,058 | ' |
Warrants Issued for deferred financing costs | 48,138 | ' |
Fixed assets purchased on credit | ' | 39,571 |
Reclassification of short term debt - related party debt | $100,000 | ' |
Basis_of_Presentation_and_Natu
Basis of Presentation and Nature of Organization | 9 Months Ended |
Sep. 30, 2012 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation and Nature of Organization | ' |
NOTE 1 – BASIS OF PRESENTATION AND NATURE OF ORGANIZATION | |
Basis of Presentation and Fiscal Year | |
The accompanying unaudited interim financial statements of Windaus Global Energy, Inc. (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 8-K originally filed with the SEC on May 22, 2013 and subsequently amended on August 16, 2013, October 2, 2013 and November 1, 2013. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2012 as reported in the Form 8-K have been omitted. | |
Going Concern | |
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since inception, the Company has incurred losses and has negative working capital. In addition, the Company generated negative cash flow from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. | |
If necessary, the Company will pursue additional equity and/or debt financing while managing cash flows from operations in an effort to provide funds to meet its obligations on a timely basis and to support future business development. | |
The financial statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Reverse_Merger
Reverse Merger | 9 Months Ended |
Sep. 30, 2013 | |
Reverse Merger | ' |
Reverse Merger | ' |
NOTE 2 – REVERSE MERGER | |
Effective May 22, 2013, Windaus Global Energy, Inc. entered into a Share Exchange Agreement with WindStream Technologies, Inc., pursuant to which, the Company agreed to exchange the outstanding common and preferred stock of WindStream held by the WindStream Shareholders for shares of common stock of the Company on a 1:25.808 basis. At the Closing, there were approximately 955,000 shares of WindStream common stock and 581,961 shares of WindStream preferred stock outstanding. Pursuant to the Share Exchange Agreement, the shares of WindStream common stock and preferred stock were exchanged for 39,665,899 (24,646,646 for the Windstream common shares and 15,019,253 for the Windstream preferred shares) new shares of the Company’s common stock, par value of $0.001 per share. At the closing of the agreement, Windaus Global Energy, Inc. had approximately 24,000,000 shares of common stock issued outstanding and no preferred stock. | |
For accounting purposes, this transaction is being accounted for as a reverse merger and has been treated as a recapitalization of Windaus Global Energy, Inc., with WindStream Technologies, Inc. considered the accounting acquirer, and the financial statements of the accounting acquirer became the financial statements of the registrant. The Company did not recognize goodwill or any intangible assets in connection with the transaction. The 39,665,899 shares issued to the shareholder of WindStream Technologies, Inc., and its designees in conjunction with the share exchange transaction have been presented as outstanding for all periods. The historical consolidated financial statements include the operations of the accounting acquirer for all periods presented. |
Short_Term_Debt_Third_Parties
Short Term Debt - Third Parties | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
Short Term Debt - Third Parties | ' |
NOTE 3 – SHORT TERM DEBT – THIRD PARTIES | |
On February 25, 2013, the Company entered into a working capital revolving line of credit with a bank, with a credit limit of $500,000, for use in financing overseas sales of the Company’s products. The Company’s draws under the line are transaction specific and are guaranteed by the Export Import Bank, a U.S. government entity. Draw downs on the line are used to meet the working capital needs of the Company to purchase materials and fund the labor and overhead to manufacture specific products for export to specific customers. The line accrues interest at a fixed rate of 6.6% and expires in March 2014. | |
For the nine months ended September 30, 2013, there were total draws on the line of credit of $785,712 and repayments of $285,712. The outstanding balance as of September 30, 2013 was $500,000 which has been included in the short term debt – third parties on the balance sheet. | |
Transactions with the Export Import Bank were affected by the recent U.S. government shutdown which delayed acceptance of clients and the preparation of documentation to insure the client’s purchase order. These transactions are returning to normal since the reopening of the government. | |
During the nine months ended September 30, 2013, one of the Company’s board members resigned, therefore $100,000 of short term debt - related parties that was owed to him was reclassified to short term debt – third parties. | |
The Company has entered into other various notes to individuals at interest rates ranging from 5% to 18% and are due on demand. At September 30, 2013, these notes aggregated $579,750, (which includes the $100,000 reclassified from short term debt – related parties as described above, and are included in the short term debt – third parties on the balance sheet) plus the $500,000 line of credit above for a total of $1,079,750. |
Convertible_Note_Payable
Convertible Note Payable | 9 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
Convertible Notes Payable | ' |
NOTE 4 – CONVERTIBLE NOTES PAYABLE | |
On June 1, 2013, the Company entered into subscriptions agreements with five accredited investors for the issuance of convertible promissory notes in the aggregate principal amount of $550,000, which are convertible into shares of common stock of the Company at $0.25 per share, and warrants entitling the holder to purchase up to an aggregate of 1,600,000 of shares of common stock of the Company at $0.25 per share. The warrants have a term of three years and vested immediately. The notes bear interest at 8% and are due in one year. | |
The Company evaluated the embedded conversion features within the convertible debt under ASC 815 “Derivatives and Hedging” and determined that neither the embedded conversion feature nor the warrants qualified for derivative accounting. Additionally, the instruments were evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. It was concluded that a beneficial conversion feature existed for the convertible debt due to the relative fair value of the warrants issued with the debt. The relative fair value of the warrants was measured using the Black-Sholes Option Pricing Model and recorded as a debt discount, which is being amortized over the life of the debt using the effective interest method. | |
The total debt discount recorded on the date of issuance was $528,058 (which is being amortized to interest expense over the term of the note) and the unamortized debt discount balance at September 30, 2013 was $359,774. For the three and nine months period ended September 30, 2013, $126,213 and $168,284 has been charged to interest expenses, respectively. | |
At September 30, 2013, the unamortized debt discount balance of $359,774 is being netted against the total convertible promissory notes principal amount of $550,000 for presentation on the balance sheet. | |
In connection with one of the five debt issuances, the company paid finder’s fees of $42,000 as well as 140,000 common stock warrants at $0.05 per share. The warrants vest immediately and have a three years term. The fair value of the warrants was determined to be $48,138. The combined value of the warrants and cash amounted to $90,138, which was recorded as deferred financing cost in the accompanying condensed consolidated balance sheet and is being amortized to interest expense over the life of the notes. As of September 30, 2013, the deferred financing costs had an unamortized balance of $60,138. Amortization of deferred financing costs for the three and nine months ended September 30, 2013 was $22,488 and $30,000 respectively. |
Note_Payable
Note Payable | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Notes to Financial Statements | ' | |||||||||||||
Note Payable | ' | |||||||||||||
NOTE 5 – NOTE PAYABLE | ||||||||||||||
In July 2011, the Company entered into a $1,400,000 note agreement with the City of North Vernon, Indiana. Interest accrues at 5.5% and the note matures on August 1, 2016. As of September 30, 2013 and December 31, 2012, the note has an outstanding of $1,325,000 and $1,400,000, respectively. | ||||||||||||||
The Company was unable to pay the interest and principal payments due on August 1, 2012 and is in default of such payment. The Company was able to negotiate payment terms with the City of North Vernon, Indiana, which allowed the Company to delay scheduled repayments of the loan. | ||||||||||||||
Principal and interest payments are expected to be paid in each fiscal year follows: | ||||||||||||||
Principal | Interest | Total | ||||||||||||
2013 | $ | - | $ | 224,254 | $ | 224,254 | ||||||||
2014 | 96,887 | 361,669 | 458,556 | |||||||||||
2015 | 107,838 | 126,464 | 234,302 | |||||||||||
2016 | 1,120,275 | 114,276 | 1,234,551 | |||||||||||
$ | 1,325,000 | $ | 826,663 | $ | 2,151,663 |
Related_Party_Transaction
Related Party Transaction | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 6 – RELATED PARTY TRANSACTIONS | |
From time to time, the President of the Company will pay for expenses on behalf of the Company, which are recorded as expenses in the accompanying condensed consolidated statement of operations and as a liability in the accompanying condensed consolidated balance sheet. | |
As of September 30, 2013, the Company owed $0 to the Company president for expenses incurred on behalf of the Company. As of December 31, 2012, the balance due for expenses incurred was $41,705. These amounts are non-interest bearing, unsecured and due on demand. | |
During the nine months ended September 30, 2013, the Company president advanced to the Company an additional $62,000 to fund operations and the Company repaid $27,500 of the total amount that was advanced. The outstanding balance as of December 31, 2012 and September 30, 2013 was $253,000, (which included the $100,000 reclassified from short term debt – related parties to short term debt – third parties during the nine months ended September 30, 2013) and $187,500, respectively. |
Stock_Options
Stock Options | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||||||||||||
Stock Options | ' | |||||||||||||||||
NOTE 7 – STOCK OPTIONS | ||||||||||||||||||
In fiscal 2010, the Company issued 172,500 options to purchase common stock to various employees for services rendered. These options were granted with an exercise price ranging from $0.65 to $0.90 per share, have a contract term of ten years and are vested for a period of five years or immediately. The options have a fair value of $565,770 which was calculated using the Black-Sholes option pricing model. | ||||||||||||||||||
In fiscal 2012, the Company issued 32,500 options to purchase common stock to various employees and consultants for services rendered. These options were granted with an exercise price of $.90 per share, have a contract term of ten years and are vested for a period of five years. The options have a fair value of $289,572 which was calculated using the Black-Scholes option pricing model. | ||||||||||||||||||
Stock option activity is presented in the table below: | ||||||||||||||||||
Number of Shares | Weighted average Exercise Price | Weight average Contractual Term (years) | Aggregate Intrinsic Value | |||||||||||||||
Outstanding at December 31, 2011 | 172,500 | 0.83 | 8.75 | — | ||||||||||||||
Granted | 32,500 | 0.9 | 10 | — | ||||||||||||||
Outstanding at December 31, 2012 | 205,000 | 0.85 | 7.95 | — | ||||||||||||||
Outstanding at September 30, 2013 | 205,000 | 0.85 | 7.45 | — | ||||||||||||||
The Company recognized stock compensation expense as follows for all periods presented: | ||||||||||||||||||
Three months ended | Three months ended | Nine months ended | Nine months ended | |||||||||||||||
30-Sep-13 | 30-Sep-12 | 30-Sep-13 | 30-Sep-12 | |||||||||||||||
$ | 39,893 | $ | 39,893 | $ | 119,693 | $ | 119,693 | |||||||||||
The total remainder of stock compensation expense to be recognized through the vesting period of the above options, at September 30, 2013, will be approximately $199,000. | ||||||||||||||||||
The fair value of the options granted during the various periods was estimated at the date of grant using the Black-Scholes option-pricing model and the following assumptions: | ||||||||||||||||||
Year Options were granted | 2013 | |||||||||||||||||
Market value of stock on grant date | 8.91 | % | ||||||||||||||||
Risk-free interest rate | 1.39 | % | ||||||||||||||||
Dividend Yield | 0 | % | ||||||||||||||||
Volatility Factor | 300 | % | ||||||||||||||||
Weighted average expected life | 7.5 years | |||||||||||||||||
Expected forfeiture rate | 0 | % | ||||||||||||||||
The options vested as of September 30, 2013 were 135,619 and the total options expected to vest, as of September 30, 201, is 205,000. |
Common_Stock_Issued_for_Consul
Common Stock Issued for Consulting Services | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
Common Stock Issued for Consulting Services | ' |
NOTE 8 – COMMON STOCK ISSUED FOR CONSULTING SERVICES | |
In May 2013, the Company issued 4.36 million shares of common stock for consulting services. The shares were valued at $.345 per share with a par value of .001 per share. The shares were not for feitable and vested immediately. A total of $1,504,200 in stock based compensation was recognized on the share issuances and recorded under general and administrative expenses in the accompanying condensed consolidated statement of operations as of September 30, 2013. |
Financing_Transactions
Financing Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Financing Transactions | ' |
Financing Transactions | ' |
NOTE 9 – FINANCING TRANSACTIONS | |
On July 4, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 5,000,000 shares of common stock at $0.05 per share, for an aggregate purchase price of $250,000. | |
In July 2013, the Company entered into subscription agreements with accredited investors for the issuance of 1,800,000 shares at $0.25 per share together with warrants to purchase 1,500,000 shares at $0.50 per share for an aggregate purchase price of $450,000. The warrants vest immediately and have a term of three years. | |
On August 5, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 200,000 shares at $0.25 per share together with warrants to purchase 50,000 shares at $0.50 per share for an aggregate purchase price of $50,000. The warrants vest immediately and have a term of three years. | |
On August 13, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 800,000 shares at $0.25 per share together with warrants to purchase 200,000 shares at $0.50 per share for an aggregate purchase price of $200,000. The warrants vest immediately and have a term of three years. | |
On August 15, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 120,000 shares at $0.25 per share together with warrants to purchase 30,000 shares at $0.50 per share for an aggregate purchase price of $30,000. The warrants vest immediately and have a term of three years. | |
On August 15, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 400,000 shares at $0.25 per share together with warrants to purchase 400,000 shares at $0.50 per share for an aggregate purchase price of $100,000. The warrants vest immediately and have a term of three years. | |
On August 22, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 1,400,000 shares at $0.25 per share together with warrants to purchase 1,400,000 shares at $0.50 per share for an aggregate purchase price of $350,000. The warrants vest immediately and have a term of three years. | |
On August 30, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 400,000 shares at $0.25 per share together with warrants to purchase 400,000 shares at $0.50 per share for an aggregate purchase price of $100,000. The warrants vest immediately and have a term of three years. | |
On August 31, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 36,000 shares at $0.25 per share together with warrants to purchase 36,000 shares at $0.50 per share for an aggregate purchase price of $9,000. The warrants vest immediately and have a term of three years. | |
On September 2, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 100,000 shares at $0.25 per share together with warrants to purchase 100,000 shares at $0.50 per share for an aggregate purchase price of $25,000. The warrants vest immediately and have a term of three years. | |
On September 3, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 120,000 shares at $0.25 per share together with warrants to purchase 120,000 shares at $0.50 per share for an aggregate purchase price of $30,000. The warrants vest immediately and have a term of three years. | |
On September 5, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 100,000 shares at $0.25 per share together with warrants to purchase 100,000 shares at $0.50 per share for an aggregate purchase price of $25,000. The warrants vest immediately and have a term of three years. | |
Based on management’s analysis, all warrants granted had no provision within the terms of the warrants that would require derivative treatment. | |
The Company incurred expenses of approximately $10,000 in connection with these equity raises. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
NOTE 10 – COMMITMENTS AND CONTINGENCIES | |
Leases | |
The Company leases various facilities under a non-cancelable operating lease expiring on September 30, 2013. The current minimum monthly rental payment is $4,750 plus various expenses incidental to use of the property. The Company has an option to extend the lease for one twelve month period at slightly higher monthly rent. | |
The Company also leases a research facility in New Albany, Indiana under a sixty-five month lease expiring March 30, 2015. The Company evaluated the lease under FASB ASC 840-20 “Operating Leases” and notes that the lease qualifies as an escalating lease. Therefore, rent expense was calculated on a straight-line basis, and was determined to be $3,124 per month. | |
In May 2013, the landlord terminated the lease and the company moved out of the related space. All past and future rent unpaid obligations under the lease were forgiven. The Company’s deferred rent liability for the nine month period ended September 30, 2013 and for the year ended December 31, 2012 was $0 and $61,098, respectively. | |
Litigation | |
Various lawsuits, claims and other contingencies arise in the ordinary course of the Company’s business activities. While the ultimate outcome of the aforementioned contingencies is not determinable at this time, management believes that any liability or loss resulting there from will not materially affect the financial position, result of operations or cash flows of the Company. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 11 – SUBSEQUENT EVENTS | |
On October 3, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 80,000 shares at $0.25 per share together with warrants to purchase 20,000 shares at $0.50 per share for an aggregate purchase price of $20,000. The warrants vest immediately and have a term of three years. | |
On October 3, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 40,000 shares at $0.25 per share together with warrants to purchase 10,000 shares at $0.50 per share for an aggregate purchase price of $10,000. The warrants vest immediately and have a term of three years. | |
On October 3, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 40,000 shares at $0.25 per share together with warrants to purchase 10,000 shares at $0.50 per share for an aggregate purchase price of $10,000. The warrants vest immediately and have a term of three years. | |
On October 3, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 40,000 shares at $0.25 per share together with warrants to purchase 10,000 shares at $0.50 per share for an aggregate purchase price of $10,000. The warrants vest immediately and have a term of three years. | |
On October 3, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 80,000 shares at $0.25 per share together with warrants to purchase 20,000 shares at $0.50 per share for an aggregate purchase price of $20,000. The warrants vest immediately and have a term of three years. | |
On October 7, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 80,000 shares at $0.25 per share together with warrants to purchase 80,000 shares at $0.50 per share for an aggregate purchase price of $20,000. The warrants vest immediately and have a term of three years. | |
On October 16, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 1,200,000 shares at $0.25 per share together with warrants to purchase 1,200,000 shares at $0.50 per share for an aggregate purchase price of $300,000. The warrants vest immediately and have a term of three years. | |
On October 17, the Company entered into subscription agreements with an accredited investor for the issuance of 260,000 shares at $0.25 per share together with warrants to purchase 260,000 shares at $0.50 per share for an aggregate purchase price of $65,000. The warrants vest immediately and have a term of three years. | |
On October 22, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 100,000 shares at $0.25 per share together with warrants to purchase 100,000 shares at $0.50 per share for an aggregate purchase price of $25,000. The warrants vest immediately and have a term of three years. | |
On October 24, 2013, the Company entered into subscription agreements with an accredited investor for the issuance of 100,000 shares at $0.25 per share together with warrants to purchase 100,000 shares at $0.50 per share for an aggregate purchase price of $25,000. The warrants vest immediately and have a term of three years. |
Recovered_Sheet1
Basis of Presentation And Nature of Organization (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Basis Of Presentation And Nature Of Organization Policies | ' |
Basis of Presentation and Fiscal Year | ' |
Basis of Presentation and Fiscal Year | |
The accompanying unaudited interim financial statements of Windaus Global Energy, Inc. (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 8-K originally filed with the SEC on May 22, 2013 and subsequently amended on August 16, 2013, October 2, 2013 and November 1, 2013. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2012 as reported in the Form 8-K have been omitted. | |
Going Concern | ' |
Going Concern | |
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since inception, the Company has incurred losses and has negative working capital. In addition, the Company generated negative cash flow from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. | |
If necessary, the Company will pursue additional equity and/or debt financing while managing cash flows from operations in an effort to provide funds to meet its obligations on a timely basis and to support future business development. | |
The financial statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Note_Payable_Tables
Note Payable (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Notes to Financial Statements | ' | |||||||||||||
Schedule of principal and Interest Payments | ' | |||||||||||||
Principal and interest payments are expected to be paid in each fiscal year follows: | ||||||||||||||
Principal | Interest | Total | ||||||||||||
2013 | $ | - | $ | 224,254 | $ | 224,254 | ||||||||
2014 | 96,887 | 361,669 | 458,556 | |||||||||||
2015 | 107,838 | 126,464 | 234,302 | |||||||||||
2016 | 1,120,275 | 114,276 | 1,234,551 | |||||||||||
$ | 1,325,000 | $ | 826,663 | $ | 2,151,663 |
Stock_Options_Tables
Stock Options (Tables) | 6 Months Ended | |||||||||||||||||
Jun. 30, 2013 | ||||||||||||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||||||||||||
Schedule of Stock Option Activity | ' | |||||||||||||||||
Stock option activity is presented in the table below: | ||||||||||||||||||
Number of Shares | Weighted average Exercise Price | Weight average Contractual Term (years) | Aggregate Intrinsic Value | |||||||||||||||
Outstanding at December 31, 2011 | 172,500 | 0.83 | 8.75 | — | ||||||||||||||
Granted | 32,500 | 0.9 | 10 | — | ||||||||||||||
Outstanding at December 31, 2012 | 205,000 | 0.85 | 7.95 | — | ||||||||||||||
Outstanding at September 30, 2013 | 205,000 | 0.85 | 7.45 | — | ||||||||||||||
Schedule of Stock Compensation Expense | ' | |||||||||||||||||
The Company recognized stock compensation expense as follows for all periods presented: | ||||||||||||||||||
Three months ended | Three months ended | Nine months ended | Nine months ended | |||||||||||||||
30-Sep-13 | 30-Sep-12 | 30-Sep-13 | 30-Sep-12 | |||||||||||||||
$ | 39,893 | $ | 39,893 | $ | 119,693 | $ | 119,693 | |||||||||||
Schedule of Fair Value of Stock Option | ' | |||||||||||||||||
The fair value of the options granted during the various periods was estimated at the date of grant using the Black-Scholes option-pricing model and the following assumptions: | ||||||||||||||||||
Year Options were granted | 2013 | |||||||||||||||||
Market value of stock on grant date | 8.91 | % | ||||||||||||||||
Risk-free interest rate | 1.39 | % | ||||||||||||||||
Dividend Yield | 0 | % | ||||||||||||||||
Volatility Factor | 300 | % | ||||||||||||||||
Weighted average expected life | 7.5 years | |||||||||||||||||
Expected forfeiture rate | 0 | % |
Reverse_Merger_Details_Narrati
Reverse Merger (Details Narrative) (USD $) | Sep. 30, 2013 | 31-May-13 | 22-May-13 | Dec. 31, 2012 | 22-May-13 | 22-May-13 | 22-May-13 |
Common Stock [Member] | Preferred Stock [Member] | Wind Stream [Member] | |||||
Share exchange agreement, description | ' | ' | ' | ' | ' | ' | ' |
1:25.808 basis | |||||||
Common stock outstanding | 78,501,899 | ' | 24,000,000 | 24,646,646 | ' | ' | 955,000 |
Preferred stock outstanding | ' | ' | 0 | ' | ' | ' | 581,961 |
\ | ' | ' | ' | ' | 24,646,646 | 15,019,253 | ' |
Number of shares exhanged in share exchange agreement | ' | ' | ' | ' | ' | ' | 39,665,899 |
Common stock, par value | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | ' |
Short_Term_Debt_Third_Parties_
Short Term Debt - Third Parties (Details Narrative) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Feb. 25, 2013 | Dec. 31, 2012 | |
Lne of credt, maximum borrowng capacity. | ' | $500,000 | ' |
Accrued interest | ' | 606.00% | ' |
Line of credit, expiration date | 31-Mar-14 | ' | ' |
Line of credit withdrawals | 785,712 | ' | ' |
Line of credit repayments | 285,712 | ' | ' |
Outstanding balance | 500,000 | ' | ' |
Repayment of related parties | 100,000 | ' | ' |
Due to reclassified short term debt | $1,079,750 | ' | $499,750 |
Minimum [Member] | ' | ' | ' |
Short term variable interest rate | 5.00% | ' | ' |
Maximum [Member] | ' | ' | ' |
Short term variable interest rate | 18.00% | ' | ' |
Convertible_Note_Payable_Detai
Convertible Note Payable (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | |
Jun. 01, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | |
Promissory notes to related parties | $550,000 | ' | $550,000 | ' |
Convertible price per share | $0.25 | ' | ' | ' |
Warrants issued for purchase of common stock | 1,600,000 | ' | 140,000 | ' |
Warrants expiration term | '3 years | ' | '3 years | ' |
Percentage of Interest rate | 8.00% | ' | ' | ' |
Amortized debt discount for interest expense | ' | ' | 528,058 | ' |
Unamortized debt discount | ' | 359,774 | 359,774 | ' |
Interest expense | ' | 126,213 | 168,284 | ' |
Debt issuance cost | ' | ' | 42,000 | ' |
Common stock warrants issued for consideration of finderbs fees | ' | ' | 140,000 | ' |
Issuance of common stock warrant, stavo | ' | 0.05 | 0.05 | ' |
Fair value of warrants | ' | ' | 48,138 | ' |
Combined fair value of warrants and cash amount paid | ' | ' | 90,138 | ' |
Deferred financing cost | ' | 60,138 | 60,138 | ' |
Amortization of deferred financing cost | ' | $22,488 | $30,000 | ' |
Warrants [Member] | ' | ' | ' | ' |
Convertible price per share | $0.25 | ' | ' | ' |
Note_Payable_Details_Narrative
Note Payable (Details Narrative) (USD $) | 1 Months Ended | ||
Jul. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | |
Notes to Financial Statements | ' | ' | ' |
Note payable | $1,400,000 | ' | ' |
Percentage of accrued interest rate | 5.50% | ' | ' |
Debt instrument, maturity date | 1-Aug-16 | ' | ' |
Notes payable, outstanding | ' | $1,325,000 | $1,400,000 |
Note_Payable_Schedule_of_Princ
Note Payable - Schedule of Principal and Interest Payments (Details) (USD $) | 0 Months Ended | ||||
Aug. 01, 2012 | Aug. 01, 2012 | Aug. 01, 2012 | Aug. 01, 2012 | Aug. 01, 2012 | |
2013 [Member] | 2014 [Member] | 2015 [Member] | 2016 [Member] | ||
Notes payable, Principal | $1,325,000 | ' | $96,887 | $107,838 | $1,120,275 |
Notes payable, interest | 826,663 | 224,254 | 361,669 | 126,464 | 114,276 |
Notes payable, total | $2,151,663 | $224,254 | $458,556 | $234,302 | $1,234,551 |
Related_Party_Transaction_Deta
Related Party Transaction (Details Narrative) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Related Party Transactions [Abstract] | ' | ' |
Due to president for expenses paid by himself | ' | $41,705 |
Advances from president for fund operations | 62,000 | ' |
Repayment of advances received from president | 27,500 | ' |
Short term debt to related parties | $187,500 | $253,000 |
Stock_Options_Details_Narrativ
Stock Options (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2011 | |
Issued common stock for purchase | 205,000 | 205,000 | 172,500 | 172,500 |
Number of shares, granted | ' | 32,500 | ' | ' |
Exercise price | ' | $0.90 | ' | ' |
Option contract term | ' | '10 years | '10 years | ' |
Option vesting period | ' | '5 years | '5 years | ' |
Fair value of stock option | ' | $289,572 | $565,770 | ' |
Stock based compensation expense vesting period | 199,000 | ' | ' | ' |
Option vested | 135,619 | ' | ' | ' |
Option non-vested | 205,000 | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' |
Exercise price | ' | ' | $0.65 | ' |
Maximum [Member] | ' | ' | ' | ' |
Exercise price | ' | ' | $0.90 | ' |
Stock_Option_Schedule_of_Stock
Stock Option - Schedule of Stock Option Activity (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2010 | |
Stock Option - Schedule Of Stock Option Activity Details | ' | ' | ' |
Number of Shares, Outstanding, Beginning balance | 172,500 | 205,000 | 172,500 |
Number of Shares, Granted | 32,500 | ' | ' |
Number of Shares, Outstanding, Ending balance | 205,000 | 205,000 | 172,500 |
Weighted average Exercise Price, Outstanding, Beginning balance | $0.83 | $0.85 | ' |
Weighted average Exercise Price, Granted | $0.90 | ' | ' |
Weighted average Exercise Price Outstanding, Ending balance | $0.85 | $0.85 | ' |
Weight average Contractual Term Outstanding, Beginning balance | '8 years 9 months | '7 years 5 months 12 days | ' |
Weight average Contractual Term, Granted | '10 years | ' | ' |
Weight average Contractual Term Outstanding, Ending balance | '7 years 11 months 12 days | '7 years 5 months 12 days | ' |
Aggregate Intrinsic Value, Outstanding, Beginning balance | ' | ' | ' |
Aggregate Intrinsic Value, Outstanding, Ending balance | ' | ' | ' |
Stock_Option_Schedule_of_Stock1
Stock Option - Schedule of Stock Compensation Expense (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Stock Option - Schedule Of Stock Compensation Expense Details | ' | ' | ' | ' |
Stock compensation expense | $39,893 | $119,693 | $39,893 | $119,693 |
Stock_Options_Schedule_of_Fair
Stock Options - Schedule of Fair Value of Stock Option (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Stock Options - Schedule Of Fair Value Of Stock Option Details | ' |
Market value of stock on grant date | 8.91% |
Risk-free interest rate | 1.39% |
Dividend Yield | 0.00% |
Volatility Factor | 300.00% |
Weighted average expected life | '7 years 6 months |
Expected forfeiture rate | 0.00% |
Common_Stock_Issued_for_Consul1
Common Stock Issued for Consulting Services (Details Narrative) (USD $) | 1 Months Ended | 9 Months Ended | |||
31-May-13 | Sep. 30, 2013 | Sep. 30, 2012 | 22-May-13 | Dec. 31, 2012 | |
Notes to Financial Statements | ' | ' | ' | ' | ' |
Common stock issued for consulting services | 4,360,000 | ' | ' | ' | ' |
Value of shares issued | $0.35 | ' | ' | ' | ' |
Shares par value | $0.00 | $0.00 | ' | $0.00 | $0.00 |
Stock based compensation recognized | ' | $1,504,200 | ' | ' | ' |
Financing_Transactions_Details
Financing Transactions (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Oct. 03, 2013 | Sep. 05, 2013 | Sep. 03, 2013 | Sep. 02, 2013 | Aug. 31, 2013 | Aug. 30, 2013 | Aug. 22, 2013 | Aug. 15, 2013 | Aug. 13, 2013 | Aug. 05, 2013 | Jul. 31, 2013 | Jul. 04, 2013 | Sep. 05, 2013 | Sep. 02, 2013 | Aug. 30, 2013 | Sep. 03, 2013 | Aug. 31, 2013 | Aug. 22, 2013 | Aug. 15, 2013 | Aug. 13, 2013 | Aug. 05, 2013 | Jul. 31, 2013 | |
Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | ||||||||||||||||
Common stock shares issued to accredited investors under subscription agreement, shares | ' | ' | ' | 80,000 | 100,000 | 120,000 | 100,000 | 36,000 | 400,000 | 1,400,000 | 520,000 | 800,000 | 200,000 | 1,800,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares issued to accredited investors under subscription agreement | ' | ' | ' | $20,000 | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate purchase price of common stock and warrants | ' | ' | ' | ' | ' | 30,000 | 25,000 | 9,000 | 100,000 | 350,000 | 130,000 | 200,000 | 50,000 | 450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock value per share issued under subscription agreement | ' | ' | ' | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant issued to purchase shares under subscription agreement | ' | ' | ' | 20,000 | 100,000 | 120,000 | 100,000 | 36,000 | 400,000 | 1,400,000 | 430,000 | 200,000 | 50,000 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants purchase price per share | ' | ' | ' | ' | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity expense | $10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesing period of warants | ' | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Monthly rental payment under operating lease | $4,750 | ' |
Deferred rent liability | 0 | 61,098 |
New Albany, Indiana [Member] | ' | ' |
Monthly rental payment under operating lease | $3,124 | ' |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||||||||||
Dec. 31, 2012 | Dec. 31, 2010 | Oct. 03, 2013 | Sep. 05, 2013 | Sep. 03, 2013 | Sep. 02, 2013 | Aug. 31, 2013 | Aug. 30, 2013 | Aug. 22, 2013 | Aug. 15, 2013 | Aug. 13, 2013 | Aug. 05, 2013 | Jul. 31, 2013 | Jul. 04, 2013 | Oct. 24, 2013 | Oct. 22, 2013 | Oct. 17, 2013 | Oct. 16, 2013 | Oct. 07, 2013 | Oct. 03, 2013 | Oct. 03, 2013 | Oct. 03, 2013 | Oct. 03, 2013 | Sep. 05, 2013 | Sep. 02, 2013 | Aug. 30, 2013 | Sep. 03, 2013 | Aug. 31, 2013 | Aug. 22, 2013 | Aug. 15, 2013 | Aug. 13, 2013 | Aug. 05, 2013 | Jul. 31, 2013 | Oct. 24, 2013 | Oct. 22, 2013 | Oct. 17, 2013 | Oct. 16, 2013 | Oct. 07, 2013 | Oct. 03, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | |||||||||||||||
Investor Two [Member] | Investor Three [Member] | Investor Four [Member] | Investor Five [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Common stock shares issued to accredited investors under subscription agreement, shares | ' | ' | 80,000 | 100,000 | 120,000 | 100,000 | 36,000 | 400,000 | 1,400,000 | 520,000 | 800,000 | 200,000 | 1,800,000 | 5,000,000 | 100,000 | 100,000 | 260,000 | 1,200,000 | 80,000 | 40,000 | 40,000 | 40,000 | 80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares issued to accredited investors under subscription agreement, value | ' | ' | $20,000 | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $250,000 | $25,000 | $25,000 | $65,000 | $300,000 | $20,000 | $10,000 | $10,000 | $10,000 | $20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock value per share issued under subscription agreement | ' | ' | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.05 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | $0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant issued to purchase shares under subscription agreement | ' | ' | 20,000 | 100,000 | 120,000 | 100,000 | 36,000 | 400,000 | 1,400,000 | 430,000 | 200,000 | 50,000 | 1,500,000 | ' | 100,000 | 100,000 | 260,000 | 1,200,000 | 80,000 | 10,000 | 10,000 | 10,000 | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of the warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 |
Vesing period of warants | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years | '3 years |