Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 09, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Windstream Technologies, Inc. | ' |
Entity Central Index Key | '0001439133 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 86,432,020 |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash | $525,770 | $203,534 |
Accounts receivable | 417,351 | 401,549 |
Inventories | 1,121,975 | 946,805 |
Prepaid expenses | 269,484 | 187,341 |
Deferred financing costs | 14,321 | 37,529 |
TOTAL CURRENT ASSETS | 2,348,901 | 1,776,758 |
Property and equipment, net of accumulated depreciation | 290,213 | 352,430 |
OTHER ASSETS | ' | ' |
Deposits | 7,500 | 7,500 |
TOTAL ASSETS | 2,646,614 | 2,136,688 |
CURRENT LIABILITIES | ' | ' |
Accounts payable | 1,109,707 | 742,482 |
Accrued liabilities | 926,505 | 789,338 |
Short Term Convertible Notes Payable, net of discount of $386,465 and $219,979, respectively | 363,535 | 330,021 |
Short term debt - related parties | 221,000 | 187,500 |
Short term debt - third parties | 1,546,490 | 900,000 |
Current maturities of note payable | 174,087 | 224,087 |
TOTAL CURRENT LIABILITIES | 4,341,324 | 3,173,428 |
LONG TERM LIABILITY | ' | ' |
Note payable, non-current | 1,175,913 | 1,175,913 |
TOTAL LIABILITIES | 5,517,237 | 4,349,341 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock, no par value, unlimited shares authorized, no shares issued and outstanding. | ' | ' |
Common stock; $0.001 par value; unlimited shares authorized; 86,182,020 and 83,461,899 shares issued and outstanding, respectively | 86,182 | 83,462 |
Additional paid in capital | 9,583,286 | 8,184,557 |
Accumulated deficit | -12,540,091 | -10,480,672 |
TOTAL STOCKHOLDERS' DEFICIT | -2,870,623 | -2,212,653 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $2,646,614 | $2,136,688 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Short term convertible notes payable, discount | $386,465 | $219,979 |
Preferred stock, par value | ' | ' |
Preferred 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 | 86,182,020 | 83,461,899 |
Common stock, shares outstanding | 86,182,020 | 83,461,899 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
SALES | $214,363 | $198,874 | $452,260 | $555,623 |
COST OF GOODS SOLD | 274,183 | 202,863 | 549,590 | 430,311 |
GROSS (LOSS) PROFIT | -59,820 | -3,989 | -97,330 | 125,312 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Research and development | 13,878 | 177,375 | 36,451 | 177,375 |
Write down of inventory | 111,000 | ' | 111,000 | ' |
General and administrative expenses | 831,689 | 1,744,167 | 1,431,014 | 2,053,363 |
TOTAL OPERATING EXPENSES | 956,567 | 1,921,542 | 1,578,465 | 2,230,738 |
LOSS FROM OPERATIONS | -1,016,387 | -1,925,531 | -1,675,795 | -2,105,426 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' |
Other expense | -800 | -800 | -800 | -800 |
Interest expense, net | -250,066 | -91,670 | -382,824 | -130,991 |
TOTAL OTHER INCOME (EXPENSE) | -250,866 | -92,470 | -383,624 | -131,791 |
NET LOSS | ($1,267,253) | ($2,018,001) | ($2,059,419) | ($2,237,217) |
Net Loss Per Share - Basic and Diluted | ($0.02) | ($0.05) | ($0.02) | ($0.07) |
Weighted Average Shares Outstanding - Basic and Diluted | 84,363,741 | 43,056,767 | 84,417,935 | 33,851,706 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($2,059,419) | ($2,237,217) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 62,217 | 83,692 |
Interest expense converted into common stock | 2,735 | ' |
Stock option expense | 82,228 | 79,796 |
Amortization of deferred financing costs | 23,208 | 7,512 |
Stock based compensation | ' | 1,504,200 |
Write down of inventory | 111,000 | ' |
Amortization of debt discount | 233,514 | 42,071 |
Changes in operating Assets and Liabilities: | ' | ' |
Accounts receivables | -15,802 | -70,073 |
Inventory | -286,170 | 5,589 |
Prepaid expenses | -82,144 | 16,969 |
Accounts payable | 367,225 | -100,602 |
Accounts payable related parties | ' | 9,447 |
Accrued liabilities | 141,854 | 227,559 |
Deferred rent | ' | -61,098 |
Deferred revenue | ' | -65,812 |
NET CASH USED IN OPERATING ACTIVITIES | -1,419,554 | -557,967 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Cash paid for purchase of fixed assets | ' | -531 |
NET CASH USED BY INVESTING ACTIVITIES | ' | -531 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Cash payments on deferred financing costs | ' | -42,000 |
Borrowings on line of credit, net | 446,490 | 90,000 |
Proceeds from short term debt | 200,000 | ' |
Proceeds from short term debt - related parties | 50,000 | 62,000 |
Payments on short term debt - related parties | -16,500 | -27,500 |
Proceeds from issuance of convertible debt | 400,000 | 550,000 |
Principal payments on long term debt | -50,000 | -25,000 |
Net proceeds from issuance of Common Stock and Warrants | 711,800 | ' |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,741,790 | 607,500 |
NET INCREASE (DECREASE) IN CASH | 322,236 | 49,002 |
CASH, Beginning of Period | 203,534 | 4,022 |
CASH, End of Period | 525,770 | 53,024 |
Cash paid during the year for: | ' | ' |
Interest | 75,470 | 12,041 |
Income taxes | ' | ' |
NON CASH INVESTING AND FINANCING ACTIVITIES | ' | ' |
Common stock and paid in capital resulting from non-cash conversion of convertible notes including interest expense and accrued interest | 207,500 | ' |
Debt discount on warrants issued with convertible debt | 400,000 | 528,058 |
Non-cash conversion of warrants issued for deferred financing to common stock | 136 | ' |
Warrants Issued for deferred financing costs | ' | 48,138 |
Fixed assets purchased on credit | ' | 5,686 |
Reclassification of debt related party debt to short term debt | ' | $100,000 |
Basis_of_Presentation_and_Natu
Basis of Presentation and Nature of Organization | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation and Nature of Organization | ' |
NOTE 1 – BASIS OF PRESENTATION AND NATURE OF ORGANIZATION | |
Organization | |
The Company is engaged in the development and commercialization of wind driven electrical generation. The Company’s facilities are located in North Vernon, Indiana. The accompanying consolidated financial statements of WindStream Technologies 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 expressed in U.S. dollars. The Company’s fiscal year end is December 31. | |
On March 24, 2014, Windaus Global Energy, Inc. filed an Articles of Amendment with the Secretary of State of the State of Wyoming effecting a name change of Windaus Global Energy, Inc. to WindStream Technologies, Inc. (the “Name Change”). Windaus Global Energy, Inc. has notified the Financial Industry Regulatory Authority (“FINRA”) of the Name Change and a new trading symbol, “WSTI” was assigned effective March 27, 2014. The new CUSIP number for the Company’s common stock is 97382J102. | |
On October 26, 2013, the Company formed a 99.9% owned subsidiary company, in India, WindStream Energy Technologies India Private Limited, to perform various commercial activities including reselling, manufacturing, repairing, importing, exporting various types renewable energy sources including turbines, windmills, solar-wind hybrids and other devices. A Board of Directors was established consisting of the Chief Executive Officer of the Company and an Indian national. In July 2014, an office had been opened, but operations had not commenced as of June 30, 2014. | |
In December 2013, the Company filed documents to incorporate a 100% owned subsidiary in Peru, Windstream Technologies Latin America S.A (“the Peru subsidiary”). The Peru subsidiary has appointed a temporary board of directors as required by local regulation, but the Peru subsidiary has had no operations, has entered into no contracts, opened no bank accounts and has not begun any business activity. As of June 30, 2014, operations have not yet commenced. | |
Basis of Presentation | |
The accompanying unaudited interim financial statements of WindStream Technologies, Inc. and Subsidiaries (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 10-K originally filed with the SEC on April 11, 2014. 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 2013 as reported in the Form 10-K have been omitted. | |
Summary of Significant Accounting Policies | |
This summary of significant accounting policies is presented to assist the reader in understanding and evaluating the Company’s financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. | |
Consolidations | |
The consolidated financial statements include the accounts of WindStream Technologies, Inc., WindStream Energy Technologies India Private Limited and Windstream Technologies Latin America S. A. All material intercompany balances have been eliminated in consolidation. | |
Concentration of Credit Risk | |
The Company sells primarily to companies and governmental entities across the globe. Receivables arising from those sales domestically are not collateralized; however, credit risk is minimized by continuing to diversify the customer base. International sales typically take place under the auspices of the Export Import Bank, a U.S. government entity, and are guaranteed by that entity under the terms of an insurance policy with a limit of $4 million. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of the specific customers, historical trends and other information. | |
As of June 30, 2014 and December 31, 2013, two and four customers represented 93% and 94% of outstanding accounts receivable balances, respectively. For the three months ended June 30, 2014 and 2013, one customer represented approximately 92% and 98% of revenue, respectively. For the six months ended June 30, 2014 and 2013, one and two customers represented approximately 93% and 87% of revenue, respectively. | |
For the three months ended June 30, 2014 and 2013, three vendors represented approximately 50% and 57% of total cost of goods sold, respectively. For the six months ended June 30, 2014 and 2013, three vendors represented approximately 41% and 55% of total cost of goods sold, respectively. | |
Going Concern | |
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. | |
The Company had an accumulated deficit of approximately $12,540,000 and $10,481,000 at June 30, 2014 and December 31, 2013, respectively, and has a history of recurring net losses and working capital deficits. These matters among others raise substantial doubt about our ability to continue as a going concern. | |
While the Company is attempting to increase operations and generate additional revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. The Company will continue to 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. There is no assurance that these efforts will be successful. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise the additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plans and generate additional revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
Segment Information | |
The Company operates in two segments in accordance with accounting guidance FASB ASC Topic 280, Segment Reporting. Our Chief Executive Officer has been identified as the chief operating decision maker as defined by FASB ASC Topic 280. See additional discussion at Note 15. | |
Recently Adopted Accounting Pronouncements | |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Reverse_Merger
Reverse Merger | 6 Months Ended |
Jun. 30, 2014 | |
Business Combinations [Abstract] | ' |
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. The Company has retroactively restated the common shares outstanding and weighted average shares outstanding for prior years pursuant to the reverse merger share exchange ratio of 1:25.808. | |
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. |
Accounts_Receivable
Accounts Receivable | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Accounts Receivables | ' | ||||||||
NOTE 3 – ACCOUNTS RECEIVABLE | |||||||||
Accounts receivable consisted of the following as of: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Accounts Receivable – EXIM insured | $ | 389,337 | $ | 379,195 | |||||
Accounts Receivable – not insured | $ | 28,014 | $ | 22,354 | |||||
$ | 417,351 | $ | 401,549 | ||||||
Under the terms of a revolving line of credit agreement with the Export Import Bank as discussed in Note 7, 95% of customer’s outstanding balances under the terms of the Export Import Bank are guaranteed by the Export Import Bank, an agency of the United States government. |
Inventories
Inventories | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
NOTE 4 – INVENTORIES | |||||||||
Inventories consist of raw materials, work in process and finished goods. Inventory, consisting mostly of raw materials (which principally consist of components) are stated at the lower of cost or market on the first-in, first-out basis, or market. Inventories are classified as current assets. | |||||||||
Inventories consisted of the following as of: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Raw Materials | $ | 768,203 | $ | 517,842 | |||||
Work in process | 287,047 | 150,503 | |||||||
Finished goods | 66,725 | 278,460 | |||||||
$ | 1,121,975 | $ | 946,805 | ||||||
During the three months ended June 30, 2014, the Company evaluated its inventory and wrote down inventory by approximately $111,000, which has been included in the accompanying condensed consolidated statements of operations. |
Property_and_Equipment
Property and Equipment | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||||||
Property and Equipment | ' | ||||||||||||||||
NOTE 5 – PROPERTY AND EQUIPMENT | |||||||||||||||||
Property and equipment consisted of the following as of: | |||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||
Equipment | $ | 128,345 | $ | 128,345 | |||||||||||||
Factory equipment | 15,800 | 15,800 | |||||||||||||||
Furniture and fixtures | 7,888 | 7,888 | |||||||||||||||
Leasehold improvements | 64,582 | 64,582 | |||||||||||||||
Tooling | 473,893 | 473,893 | |||||||||||||||
Total | 690,508 | 690,508 | |||||||||||||||
Less accumulated depreciation | (400,295 | ) | (338,078 | ) | |||||||||||||
Net property, plant and equipment | $ | 290,213 | $ | 352,430 | |||||||||||||
Depreciation expense for the periods ended as follows amounted to approximately: | |||||||||||||||||
Three months | Three months | Six months | Six months | ||||||||||||||
ended | ended | ended | ended | ||||||||||||||
30-Jun-14 | 30-Jun-13 | 30-Jun-14 | 30-Jun-13 | ||||||||||||||
Depreciation Expense | $ | 31,000 | $ | 42,000 | $ | 62,000 | $ | 84,000 | |||||||||
Accrued_Liabilities
Accrued Liabilities | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accrued Liabilities | ' | ||||||||
NOTE 6 – ACCRUED LIABILITIES | |||||||||
Accrued expenses consisted of the following as of: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Accrued interest | $ | 242,257 | $ | 162,214 | |||||
Accrued payroll and other (liabilities) | 481,206 | 477,467 | |||||||
Accrued warranty | 63,000 | 63,000 | |||||||
Customer deposits | 81,922 | 25,907 | |||||||
Deposit for future fundings | 50,000 | 50,000 | |||||||
Accrued property taxes | 8,120 | 10,750 | |||||||
Total | $ | 926,505 | $ | 789,338 | |||||
Customer deposits represents monies advanced by customers to secure future orders. Once the orders are invoiced, the liability is credited to the amount due from the customer. |
Short_Term_DebtThird_Parties
Short Term Debt-Third Parties | 6 Months Ended |
Jun. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Short Term Debt-Third Parties | ' |
NOTE 7 – 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 the related receivables are guaranteed by the Export Import Bank, a U.S. government entity under the terms of an insurance policy with a limit of $4 million. Drawdowns 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, which accrues interest at a fixed rate of 6.6%, expired in April 26, 2014, was extended until June 26, 2014 at substantially similar terms, and then a commitment to extend the loan for another twelve months at substantially the same terms but with an increase in the current credit limit from $950,000 to $2,000,000 was received. The documents evidencing this renewed loan are currently being drafted. | |
For the six months ended June 30, 2014, there were total draws on the line of credit of $1,095,000 and repayments of $648,510. The outstanding balance as of June 30, 2014 and December 31, 2013 was $946,490 and $500,000, respectively, which has been included in the short term debt – third parties in the accompanying condensed consolidated balance sheets. | |
During 2013 and 2012, the Company has entered into other various notes with individuals at interest rates ranging from 5% to 8% and are due on demand. During the three months and six months ended June 30, 2014 and 2013, the Company made no repayments on these various notes. At June 30, 2014, these notes aggregated $400,000 and are included in the short term debt – third parties in the accompanying condensed consolidated balance sheets. | |
On April 15, 2014, the Company entered into a note payable for $200,000 with a term of one year and interest accruing at a rate of 8% which is accruing and due in full at the end of the note. At June 30, 2014, the outstanding balance on this note was $200,000 and is included in the short term debt – third parties in the accompanying condensed consolidated balance sheet along with the $946,490 line of credit and $400,000 in various notes payable to individuals above for a total of $1,546,490. | |
Interest expense for the short term debt for the three months and six months ended June 30, 2014 and 2013, was approximately $14,000 and $36,000 in 2014 and $17,000 and $32,000 in 2013, respectively. |
Convertible_Notes_Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Convertible Notes Payable | ' |
NOTE 8 – 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. | |
On June 1, 2014, the Company entered into a subscription agreement with one accredited investor for the issuance of a convertible promissory note in the aggregate principal amount of $400,000, which is convertible into shares of common stock of the Company at $0.40 per share, and a warrant entitling the holder to purchase up to an aggregate of 50,000 of shares of common stock of the Company at $0.40 per share. The warrant has a term of three years and vested immediately. The note bears interest at 12% for the first ninety days of the term and then bears interest at 18% for the next nine months. The note is due in one year. In connection with this transaction, a major shareholder and a related party (the “Pledgor”) signed a pledge and security agreement, which grants a security interest in one million shares of the Company’s common stock owned by the Pledgor. | |
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 total debt discount recorded on the note with the June 1, 2013 date of issuance was $528,058 (warrant relative fair value of approximately $253,000 and the beneficial conversion feature was approximately $275,000) which are being amortized to interest expense over the term of the note). | |
The total debt discount recorded on the note with the June 1, 2014 date of issuance was $400,000 (warrant relative fair value of approximately $42,000 and the beneficial conversion feature was approximately $358,000) which are being amortized to interest expense over the term of the note). The warrant and beneficial conversion feature was recorded as additional paid in capital. | |
The unamortized debt discount balance at June 30, 2014 and December 31, 2013 was approximately $386,000 and $220,000, respectively and is being netted against the total convertible promissory notes principal amount of $750,000 and $550,000, respectively, for presentation in the accompanying condensed balance sheets. | |
For the three months ended June 30, 2014 and 2013, the Company has amortized approximately $158,000 (including approximately $32,000 of debt discount related to notes converted to common stock, see below) and $42,000 in 2013 to interest expense in the accompanying condensed consolidated statement of operations. | |
For the six months ended June 30, 2014 and 2013, the Company amortized approximately $234,000 (including approximately $64,000 of debt discount related to notes converted to common stock, see below) in 2014 and $42,000 in 2013 to interest expense in the accompanying condensed consolidated statement of operations. | |
In connection with one of the five June 2013 debt issuances, the company paid finder’s fees of approximately $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 approximately $48,000 based on the Black Scholes option pricing model using the same assumption as those used for the warrants above, except the exercise price was $0.05 per share. The combined value of the warrants and cash amounted to approximately $90,000, which was capitalized as a deferred financing cost and is being amortized to interest expense over the life of the notes. | |
In June 2014, holders of the warrants discussed above exercised warrants, on a cashless exercise basis pursuant to the agreement and the Company issued approximately 136,000 shares of common stock in a non-cash transaction. | |
As of June 30, 2014 and December 31, 2013, the deferred financing costs had an unamortized balance of approximately of $14,321 and $37,529, respectively. | |
Amortization of deferred financing costs, which has been included interest expense, for the three months and six months ended June 30, 2014 and 2013, was approximately $7,500 plus approximately $8,000 for the write off of the deferred financing costs associated with the conversion of the warrants discussed above and $23,000 in 2014 and $7,500 and $15,000 in 2013, respectively. | |
During the six months ended June 30, 2014, four investors converted their notes payable of $200,000 (plus approximately $7,500 in accrued interest) in aggregate into shares of common stock at the conversion price of $0.25 per share resulting in the Company issuing 829,689 shares of common stock to these four investors and amortized approximately $64,000 of the remaining debt discount associated with these notes immediately to interest expense in the accompanying condensed consolidated statement of operations. | |
Interest expense for the three months ended and six months ended June 30, 2014 and 2013 was approximately $32,000 and $63,000 and $0 and $0, respectively. |
Note_Payable
Note Payable | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Note Payable | ' | ||||||||||||
NOTE 9 – 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 June 30, 2014 and December 31, 2013, the note had an outstanding balance of $1,350,000 and $1,400,000, respectively. The Company made a $50,000 principal payment during the period ended June 30, 2014, | |||||||||||||
The Company was unable to pay the interest and principal payments due on August 1, 2012 and was 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. | |||||||||||||
During the three months and six months ended June 30, 2014 and 2013, the Company made no payments to the City of North Vernon for accrued interest. | |||||||||||||
Principal and interest payments are expected to be paid in each fiscal year follows at June 30, 2014: | |||||||||||||
Principal | Interest | Total | |||||||||||
2014 | $ | 174,087 | $ | 157,853 | $ | 331,940 | |||||||
2015 | 107,838 | 126,464 | 234,302 | ||||||||||
2016 | 1,068,075 | 114,276 | 1,182,351 | ||||||||||
$ | 1,350,000 | $ | 398,593 | $ | 1,748,593 | ||||||||
Interest expense incurred and accrued on the note payable was approximately $19,000 and $38,000 for the three months and six months ended June 30, 2014 and approximately $19,000 and $38,000 for the three months and six months ended June 30, 2013, respectively. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 10 – RELATED PARTY TRANSACTIONS | |
Expenses Paid by President | |
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 consolidated statement of operations and as a liability to the President of the Company under accounts payable - related parties in the accompanying consolidated balance sheet. | |
As of June 30, 2014 and December 31, 2013, the Company owed $0 to the Company president for expenses incurred on behalf of the Company. | |
Short Term Debt – Related Parties | |
During the six months ended June 30, 2014 and 2013, the Company president advanced $50,000 and $62,000, respectively, to the Company to fund operations and the Company repaid $16,500 and $27,500 in 2014 and 2013, respectively. | |
As of June 30, 2014 and December 31, 2013, the outstanding balance of short-term debt – related parties was $221,000 and $187,500, respectively. The amounts accrue interest at 10% and are due on demand. |
Common_Stock
Common Stock | 6 Months Ended |
Jun. 30, 2014 | |
Stockholders' Equity Note [Abstract] | ' |
Common Stock | ' |
NOTE 11 – COMMON STOCK | |
During the six months ended June 30, 2014, the Company entered into subscription agreements with accredited investors for the issuance of 1,754,500 shares of common stock at prices ranging from $0.40 to $0.50 per share, for an aggregate purchase price of $711,800. One investor also received warrants to purchase 100,000 shares of common stock at $0.80 per share. The warrants vested immediately and have a term of three years. | |
During the six months ended June 30, 2014, four investors converted their notes payable of $200,000 in aggregate plus accrued interest of approximately $7,500 into shares of common stock at the conversion price of $0.25 per share resulting in the Company issuing 829,689 shares of common stock. | |
In June 2014, holders of the Company’s warrants exercised warrants, on a cashless exercise basis pursuant to an agreement with the Company and the Company issued approximately 136,000 shares of common stock in a non-cash transaction. |
Stock_Options
Stock Options | 6 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||
Stock Options | ' | |||||||||||||||||
NOTE 12 – STOCK OPTIONS | ||||||||||||||||||
During the six months ended June 30, 2014, the Company issued options to an employee, which allowed the employee to purchase 50,000 shares of the common stock at .05 per share. The options vest immediately and have a term of three years. These options have a fair value of approximately $2,500, which was calculated using the Black-Scholes option pricing model, which has been included in compensation expense during the three and six months ended June 30, 2014 and has been included in general and administrative expenses in the accompanying consolidated statement of operations for the three and six months ended June 30, 2014. | ||||||||||||||||||
Stock option activity is presented in the table below: | ||||||||||||||||||
Number of | Weighted | Weight average | Aggregate | |||||||||||||||
Shares | average | Contractual | Intrinsic Value | |||||||||||||||
Exercise Price | Term (years) | |||||||||||||||||
Outstanding at December 31, 2013 | 10,110,640 | $ | 0.08 | 3.43 | — | |||||||||||||
Granted | 50,000 | 0.05 | 3 | — | ||||||||||||||
Outstanding at March 31, 2014 | 10,160,640 | 0.08 | 2.75 | — | ||||||||||||||
Granted | — | — | — | — | ||||||||||||||
Outstanding at June 30, 2014 | 10,160,640 | $ | 0.08 | 2.5 | — | |||||||||||||
The Company recognized stock compensation expense as follows: | ||||||||||||||||||
Three months ended | Three months ended | Six months ended | Six months ended | |||||||||||||||
30-Jun-14 | 30-Jun-13 | 30-Jun-14 | 30-Jun-13 | |||||||||||||||
$ | 39,898 | $ | 39,899 | $ | 82,228 | $ | 79,796 | |||||||||||
The total remainder of stock compensation expense to be recognized through the vesting period of the above options, at June 30, 2014, will be approximately $260,000. | ||||||||||||||||||
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: | ||||||||||||||||||
2014 | ||||||||||||||||||
Year Options were granted | ||||||||||||||||||
Market value of stock on grant date | $ | 0.05 | ||||||||||||||||
Risk-free interest rate | 0.61 | % | ||||||||||||||||
Dividend Yield | 0 | % | ||||||||||||||||
Volatility Factor | 300 | % | ||||||||||||||||
Weighted average expected life | 3 years | |||||||||||||||||
Expected forfeiture rate | 0 | % |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | ||
Jun. 30, 2014 | |||
Commitments and Contingencies Disclosure [Abstract] | ' | ||
Commitments and Contingencies | ' | ||
NOTE 13 – COMMITMENTS AND CONTINGENCIES | |||
Legal | |||
The Company is currently engaged in two cases, which are not expected to have a material effect on the Company’s operations. The first is a case between WindStream and a prior vendor that, at one time, supplied components for the Company’s products. As a result of this vendor’s disruption in the Company’s supply chain the Company has sought out and secured other, more reliable sources for the needed raw materials and has not seen a disruption in its final product output. The second case is a Trademark infringement issue that relates to the Company name, WindStream Technologies and prior use. Both of these cases are being, litigated by the Company’s attorneys and expect to be concluded shortly. While incapable of estimation, in the opinion of management, the individual regulatory and legal matters in which it might involve in the future are not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows. | |||
Leases | |||
The Company leased various facilities under a non-cancelable operating lease, which expired 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 is currently in discussions with the landlord regarding a potential extension or amendment to the existing lease, but nothing has been drafted or formalized at this point in time. | |||
The Company also leased a research facility in New Albany, Indiana under a sixty-five month lease that was to expire on 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 at June 30, 2014 and 2013 was $0 and $0, respectively. | |||
Rent expense for the three months and six months ended June 30, 2014 and 2013 was $18,219 and $37,467 in 2014 and $13,530 and $51,562 in 2013, respectively. | |||
Sales | |||
During the second quarter of 2014, the Company received two signed purchase orders from one customer, Jamaica’s National Utility company, Jamaica Public Service Co., for the delivery of the Company’s clean energy products as well as related energy storage, back-up emergency power equipment and custom energy monitoring, data collection and system analysis over the next eighteen to twenty four months. The purchase orders contain the Company’s customary terms regarding payment terms, return of products and return of products and are consistent with the Company’s terms with other customers. | |||
Sales and Distribution Agreements | |||
In the ordinary course of business, the Company enters into sales and distribution agreements with various parties in defined geographic areas around the world. The agreements are usually non-exclusive and contain general commercial terms, but no specific financial terms. It is the Company’s practice that such agreements do not contain performance related terms or favorable payment terms. These agreements are usually cancellable with written notice by either party and do not have terms greater than one year. | |||
Investment Advisory Services | |||
On April 1, 2014, the Company entered into an agreement with an investment banking firm which will provide advisory services in the area of corporate development, corporate finance and/or capital placement transactions. The agreement will expire twenty four months from the date the agreement was signed or the mutual written agreement of the Company and the investment banker. The Agreement specifies that all fees be on a “success” basis. If no debt or equity transaction is completed, the Company has no obligation under the terms of this agreement. | |||
In the event of a successful transaction, the investment banking firm will earn fees based on a percentage of the aggregate consideration for an equity transaction as follows: | |||
● | 5% for Aggregate Consideration of less than USD $10,000,000, plus, | ||
● | 4% For Aggregate Consideration between USD $10,000,001 and USD $25,000,000, plus | ||
● | 3% For Aggregate Consideration between USD $25,000,001 and USD $50,000,000, plus | ||
● | 2% For Aggregate Consideration between USD $50,000,001 and USD $75,000,000, plus | ||
● | 1% For Aggregate Consideration above USD $75,000,001. | ||
To date, no transaction has been consummated. |
Earnings_Per_Share
Earnings Per Share | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share | ' | ||||||||||||||||
NOTE 14 – EARNINGS PER SHARE | |||||||||||||||||
FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator denominator of the basic and diluted earnings (loss) per share (EPS) computations. | |||||||||||||||||
Basic earnings (loss) per share are computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares are dilutive. | |||||||||||||||||
As the Company has net losses, the Company had no potential dilutive securities for the six months ended June 30, 2014 and 2013, as they would be anti-dilutive. Therefore, there is no difference in the basic and dilutive earnings (loss) per share. | |||||||||||||||||
The following table sets for the computation of basic and diluted net income (loss) per share: | |||||||||||||||||
For the | For the | For the | For the | ||||||||||||||
Three Months | Three Months | Six Months | Six Months | ||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||
30-Jun-14 | 30-Jun-13 | 30-Jun-14 | 30-Jun-13 | ||||||||||||||
Net loss attributable to common stockholders | $ | (1,267,253 | ) | $ | (2,018,001 | ) | $ | (2,059,419 | ) | $ | (2,237,217 | ) | |||||
Basic weighted average outstanding shares of common stock | 84,363,741 | 43,056,767 | 84,417,935 | 33,851,706 | |||||||||||||
Dilutive effect of common stock equivalents | — | — | — | — | |||||||||||||
Dilutive weighted average common stock equivalents | 84,363,741 | 43,056,767 | 84,417,935 | 33,851,706 | |||||||||||||
Net loss per share of voting and nonvoting common stock Basic and Diluted | $ | (0.02 | ) | $ | (0.05 | ) | $ | (0.02 | ) | $ | (0.07 | ) |
Segment_Information
Segment Information | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Segment Information | ' | ||||||||||||
NOTE 15 – SEGMENT INFORMATION | |||||||||||||
The Company’s operations are classified into the sales of products within the United States and outside the United States. We determined our operating segments in accordance with FASB Topic 280, Segment Reporting. Results of the operating segments are as follows: | |||||||||||||
Three months ended June 30, 2014: | |||||||||||||
Domestic | International | Total | |||||||||||
Sales | $ | — | $ | 214,363 | $ | 214,363 | |||||||
Cost of goods sold | — | 274,183 | 274,183 | ||||||||||
Gross profit | $ | — | $ | (59,820 | ) | $ | (59,820 | ) | |||||
Accounts receivable | $ | 28,014 | $ | 389,337 | $ | 417,351 | |||||||
Three months ended June 30, 2013: | |||||||||||||
Domestic | International | Total | |||||||||||
Sales | $ | 3,104 | $ | 195,770 | $ | 198,874 | |||||||
Cost of goods sold | 3,166 | 199,697 | 202,863 | ||||||||||
Gross profit | $ | -62 | $ | (3,927 | ) | $ | (3,989 | ) | |||||
Six months ended June 30, 2014: | |||||||||||||
Domestic | International | Total | |||||||||||
Sales | $ | — | $ | 452,260 | $ | 452,260 | |||||||
Cost of goods sold | — | 549,590 | 549,590 | ||||||||||
Gross profit | $ | — | $ | (97,330 | ) | $ | (97,330 | ) | |||||
Six months ended June 30, 2013: | |||||||||||||
Domestic | International | Total | |||||||||||
Sales | $ | 3,104 | $ | 552,519 | $ | 555,623 | |||||||
Cost of goods sold | 3,166 | 427,145 | 430,311 | ||||||||||
Gross profit | $ | (62 | ) | $ | 125,374 | $ | 125,312 |
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
NOTE 16 – INCOME TAXES | |
The Company files federal and state income tax returns in jurisdictions with varying statutes of limitations. Income taxes are computed using the asset and liability method in accordance with FASB ASC 740 under which deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. Deferred taxes are measured using provisions of currently enacted tax laws. A valuation allowance against deferred tax assets is recorded when it is more likely than not that such assets will not be fully realized. The Company has recorded a full valuation allowance against its net deferred tax assets as it is more likely than not that the benefit of the deferred tax assets will not be recognized in future periods. Tax credits are accounted for as a reduction of income taxes in the year in which the credit originates. The Company does not expect any significant unrecognized tax benefits to arise over the next twelve months and is fully reserved. | |
The Company’s provision for income taxes for continuing operations in interim periods is computed by applying its estimated annual effective rate against its loss before income tax (expense) benefit for the period. In addition, non-recurring or discrete items are recorded during the period in which they occur. The effective tax rate for the three months and six months ended June 30, 2014 and 2013 was nil. | |
The Company has not had to accrue any interest and penalties related to unrecognized income tax benefits. However, when or if the situation occurs, the Company will recognize interest and penalties within the income tax expense (benefit) line in the accompanying Condensed Statements of Operations and within the related tax liability line in the Condensed Consolidated Balance Sheets. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 17 – SUBSEQUENT EVENTS | |
Subsequent to June 30, 2014, the Company entered into subscription agreements with accredited investors for the issuance of 250,000 shares of common stock at a price of $0.40 per share, for an aggregate purchase price of approximately $100,000. |
Basis_of_Presentation_and_Natu1
Basis of Presentation and Nature of Organization (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Organization | ' |
Organization | |
The Company is engaged in the development and commercialization of wind driven electrical generation. The Company’s facilities are located in North Vernon, Indiana. The accompanying consolidated financial statements of WindStream Technologies 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 expressed in U.S. dollars. The Company’s fiscal year end is December 31. | |
On March 24, 2014, Windaus Global Energy, Inc. filed an Articles of Amendment with the Secretary of State of the State of Wyoming effecting a name change of Windaus Global Energy, Inc. to WindStream Technologies, Inc. (the “Name Change”). Windaus Global Energy, Inc. has notified the Financial Industry Regulatory Authority (“FINRA”) of the Name Change and a new trading symbol, “WSTI” was assigned effective March 27, 2014. The new CUSIP number for the Company’s common stock is 97382J102. | |
On October 26, 2013, the Company formed a 99.9% owned subsidiary company, in India, WindStream Energy Technologies India Private Limited, to perform various commercial activities including reselling, manufacturing, repairing, importing, exporting various types renewable energy sources including turbines, windmills, solar-wind hybrids and other devices. A Board of Directors was established consisting of the Chief Executive Officer of the Company and an Indian national. In July 2014, an office had been opened, but operations had not commenced as of June 30, 2014. | |
In December 2013, the Company filed documents to incorporate a 100% owned subsidiary in Peru, Windstream Technologies Latin America S.A (“the Peru subsidiary”). The Peru subsidiary has appointed a temporary board of directors as required by local regulation, but the Peru subsidiary has had no operations, has entered into no contracts, opened no bank accounts and has not begun any business activity. As of June 30, 2014, operations have not yet commenced. | |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying unaudited interim financial statements of WindStream Technologies, Inc. and Subsidiaries (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 10-K originally filed with the SEC on April 11, 2014. 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 2013 as reported in the Form 10-K have been omitted. | |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
This summary of significant accounting policies is presented to assist the reader in understanding and evaluating the Company’s financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. | |
Consolidations | ' |
Consolidations | |
The consolidated financial statements include the accounts of WindStream Technologies, Inc., WindStream Energy Technologies India Private Limited and Windstream Technologies Latin America S. A. All material intercompany balances have been eliminated in consolidation. | |
Concentration of Credit Risk | ' |
Concentration of Credit Risk | |
The Company sells primarily to companies and governmental entities across the globe. Receivables arising from those sales domestically are not collateralized; however, credit risk is minimized by continuing to diversify the customer base. International sales typically take place under the auspices of the Export Import Bank, a U.S. government entity, and are guaranteed by that entity under the terms of an insurance policy with a limit of $4 million. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of the specific customers, historical trends and other information. | |
As of June 30, 2014 and December 31, 2013, two and four customers represented 93% and 94% of outstanding accounts receivable balances, respectively. For the three months ended June 30, 2014 and 2013, one customer represented approximately 92% and 98% of revenue, respectively. For the six months ended June 30, 2014 and 2013, one and two customers represented approximately 93% and 87% of revenue, respectively. | |
For the three months ended June 30, 2014 and 2013, three vendors represented approximately 50% and 57% of total cost of goods sold, respectively. For the six months ended June 30, 2014 and 2013, three vendors represented approximately 41% and 55% of total cost of goods sold, respectively. | |
Going Concern | ' |
Going Concern | |
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. | |
The Company had an accumulated deficit of approximately $12,540,000 and $10,481,000 at June 30, 2014 and December 31, 2013, respectively, and has a history of recurring net losses and working capital deficits. These matters among others raise substantial doubt about our ability to continue as a going concern. | |
While the Company is attempting to increase operations and generate additional revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. The Company will continue to 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. There is no assurance that these efforts will be successful. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise the additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plans and generate additional revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
Segment Information | ' |
Segment Information | |
The Company operates in two segments in accordance with accounting guidance FASB ASC Topic 280, Segment Reporting. Our Chief Executive Officer has been identified as the chief operating decision maker as defined by FASB ASC Topic 280. See additional discussion at Note 15. | |
Recently Adopted Accounting Pronouncements | ' |
Recently Adopted Accounting Pronouncements | |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Schedule of Accounts Receivable by Major Categories | ' | ||||||||
Accounts receivable consisted of the following as of: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Accounts Receivable – EXIM insured | $ | 389,337 | $ | 379,195 | |||||
Accounts Receivable – not insured | $ | 28,014 | $ | 22,354 | |||||
$ | 417,351 | $ | 401,549 |
Inventories_Tables
Inventories (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventories | ' | ||||||||
Inventories consisted of the following as of: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Raw Materials | $ | 768,203 | $ | 517,842 | |||||
Work in process | 287,047 | 150,503 | |||||||
Finished goods | 66,725 | 278,460 | |||||||
$ | 1,121,975 | $ | 946,805 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||||||
Schedule of Property and Equipment | ' | ||||||||||||||||
Property and equipment consisted of the following as of: | |||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||
Equipment | $ | 128,345 | $ | 128,345 | |||||||||||||
Factory equipment | 15,800 | 15,800 | |||||||||||||||
Furniture and fixtures | 7,888 | 7,888 | |||||||||||||||
Leasehold improvements | 64,582 | 64,582 | |||||||||||||||
Tooling | 473,893 | 473,893 | |||||||||||||||
Total | 690,508 | 690,508 | |||||||||||||||
Less accumulated depreciation | (400,295 | ) | (338,078 | ) | |||||||||||||
Net property, plant and equipment | $ | 290,213 | $ | 352,430 | |||||||||||||
Schedule Depreciation Expense | ' | ||||||||||||||||
Depreciation expense for the periods ended as follows amounted to approximately: | |||||||||||||||||
Three months | Three months | Six months | Six months | ||||||||||||||
ended | ended | ended | ended | ||||||||||||||
30-Jun-14 | 30-Jun-13 | 30-Jun-14 | 30-Jun-13 | ||||||||||||||
Depreciation Expense | $ | 31,000 | $ | 42,000 | $ | 62,000 | $ | 84,000 | |||||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of Accrued expenses | ' | ||||||||
Accrued expenses consisted of the following as of: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Accrued interest | $ | 242,257 | $ | 162,214 | |||||
Accrued payroll and other (liabilities) | 481,206 | 477,467 | |||||||
Accrued warranty | 63,000 | 63,000 | |||||||
Customer deposits | 81,922 | 25,907 | |||||||
Deposit for future fundings | 50,000 | 50,000 | |||||||
Accrued property taxes | 8,120 | 10,750 | |||||||
Total | $ | 926,505 | $ | 789,338 |
Note_Payable_Tables
Note Payable (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Schedule of Principal and Interest Payments | ' | ||||||||||||
Principal and interest payments are expected to be paid in each fiscal year follows at June 30, 2014: | |||||||||||||
Principal | Interest | Total | |||||||||||
2014 | $ | 174,087 | $ | 157,853 | $ | 331,940 | |||||||
2015 | 107,838 | 126,464 | 234,302 | ||||||||||
2016 | 1,068,075 | 114,276 | 1,182,351 | ||||||||||
$ | 1,350,000 | $ | 398,593 | $ | 1,748,593 |
Stock_Options_Tables
Stock Options (Tables) | 6 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||
Schedule of Stock Option Activity | ' | |||||||||||||||||
Stock option activity is presented in the table below: | ||||||||||||||||||
Number of | Weighted | Weight average | Aggregate | |||||||||||||||
Shares | average | Contractual | Intrinsic Value | |||||||||||||||
Exercise Price | Term (years) | |||||||||||||||||
Outstanding at December 31, 2013 | 10,110,640 | $ | 0.08 | 3.43 | — | |||||||||||||
Granted | 50,000 | 0.05 | 3 | — | ||||||||||||||
Outstanding at March 31, 2014 | 10,160,640 | 0.08 | 2.75 | — | ||||||||||||||
Granted | — | — | — | — | ||||||||||||||
Outstanding at June 30, 2014 | 10,160,640 | $ | 0.08 | 2.5 | — | |||||||||||||
Schedule of Stock Compensation Expense | ' | |||||||||||||||||
The Company recognized stock compensation expense as follows: | ||||||||||||||||||
Three months ended | Three months ended | Six months ended | Six months ended | |||||||||||||||
30-Jun-14 | 30-Jun-13 | 30-Jun-14 | 30-Jun-13 | |||||||||||||||
$ | 39,898 | $ | 39,899 | $ | 82,228 | $ | 79,796 | |||||||||||
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: | ||||||||||||||||||
2014 | ||||||||||||||||||
Year Options were granted | ||||||||||||||||||
Market value of stock on grant date | $ | 0.05 | ||||||||||||||||
Risk-free interest rate | 0.61 | % | ||||||||||||||||
Dividend Yield | 0 | % | ||||||||||||||||
Volatility Factor | 300 | % | ||||||||||||||||
Weighted average expected life | 3 years | |||||||||||||||||
Expected forfeiture rate | 0 | % |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share | ' | ||||||||||||||||
The following table sets for the computation of basic and diluted net income (loss) per share: | |||||||||||||||||
For the | For the | For the | For the | ||||||||||||||
Three Months | Three Months | Six Months | Six Months | ||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||
30-Jun-14 | 30-Jun-13 | 30-Jun-14 | 30-Jun-13 | ||||||||||||||
Net loss attributable to common stockholders | $ | (1,267,253 | ) | $ | (2,018,001 | ) | $ | (2,059,419 | ) | $ | (2,237,217 | ) | |||||
Basic weighted average outstanding shares of common stock | 84,363,741 | 43,056,767 | 84,417,935 | 33,851,706 | |||||||||||||
Dilutive effect of common stock equivalents | — | — | — | — | |||||||||||||
Dilutive weighted average common stock equivalents | 84,363,741 | 43,056,767 | 84,417,935 | 33,851,706 | |||||||||||||
Net loss per share of voting and nonvoting common stock Basic and Diluted | $ | (0.02 | ) | $ | (0.05 | ) | $ | (0.02 | ) | $ | (0.07 | ) |
Segment_Information_Tables
Segment Information (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Schedule of Operating Segments | ' | ||||||||||||
Results of the operating segments are as follows: | |||||||||||||
Three months ended June 30, 2014: | |||||||||||||
Domestic | International | Total | |||||||||||
Sales | $ | — | $ | 214,363 | $ | 214,363 | |||||||
Cost of goods sold | — | 274,183 | 274,183 | ||||||||||
Gross profit | $ | — | $ | (59,820 | ) | $ | (59,820 | ) | |||||
Accounts receivable | $ | 28,014 | $ | 389,337 | $ | 417,351 | |||||||
Three months ended June 30, 2013: | |||||||||||||
Domestic | International | Total | |||||||||||
Sales | $ | 3,104 | $ | 195,770 | $ | 198,874 | |||||||
Cost of goods sold | 3,166 | 199,697 | 202,863 | ||||||||||
Gross profit | $ | -62 | $ | (3,927 | ) | $ | (3,989 | ) | |||||
Six months ended June 30, 2014: | |||||||||||||
Domestic | International | Total | |||||||||||
Sales | $ | — | $ | 452,260 | $ | 452,260 | |||||||
Cost of goods sold | — | 549,590 | 549,590 | ||||||||||
Gross profit | $ | — | $ | (97,330 | ) | $ | (97,330 | ) | |||||
Six months ended June 30, 2013: | |||||||||||||
Domestic | International | Total | |||||||||||
Sales | $ | 3,104 | $ | 552,519 | $ | 555,623 | |||||||
Cost of goods sold | 3,166 | 427,145 | 430,311 | ||||||||||
Gross profit | $ | (62 | ) | $ | 125,374 | $ | 125,312 |
Basis_of_Presentation_and_Natu2
Basis of Presentation and Nature of Organization (Details Narrative) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Oct. 26, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Two And Four Customers [Member] | Two And Four Customers [Member] | One Customer [Member] | One Customer [Member] | One And Two Customers [Member] | One And Two Customers [Member] | Three Vendors [Member] | Three Vendors [Member] | Three Vendors [Member] | Three Vendors [Member] | ||||
Insurance policy limit | $4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of formed owned subsidiary | ' | 100.00% | 99.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding accounts receivable | ' | ' | ' | 93.00% | 94.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of revenue from customers | ' | ' | ' | ' | ' | 92.00% | 98.00% | 93.00% | 87.00% | ' | ' | ' | ' |
Percentage of cost of goods sold during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 57.00% | 41.00% | 55.00% |
Accumulated deficit | $12,540,091 | $10,480,672 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse_Merger_Details_Narrati
Reverse Merger (Details Narrative) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | 22-May-13 | 22-May-13 | 22-May-13 | 22-May-13 |
Common Stock [Member] | Preferred Stock [Member] | WindStream [Member] | ||||
Share exchange agreement, description | ' | ' | ' | ' | ' | ' |
1:25.808 basis | ||||||
Common stock outstanding | 86,182,020 | 83,461,899 | 24,000,000 | ' | ' | 955,000 |
Preferred stock outstanding | ' | ' | ' | ' | ' | 581,961 |
Number of shares exchanged in share exchange agreement | ' | ' | ' | ' | ' | 39,665,899 |
Issued stock for acquisition | ' | ' | ' | 24,646,646 | 15,019,253 | ' |
Common stock, par value | $0.00 | $0.00 | $0.00 | ' | ' | ' |
Accounts_Receivable_Details_Na
Accounts Receivable (Details Narrative) | 6 Months Ended |
Jun. 30, 2014 | |
Receivables [Abstract] | ' |
Percentage of debt outstanding under line of credit | 95.00% |
Accounts_Receivable_Schedule_o
Accounts Receivable - Schedule of Accounts Receivable by Major Categories (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Accounts receivable | $417,351 | $401,549 |
Accounts Receivable - EXIM Insured [Member] | ' | ' |
Accounts receivable | 389,337 | 379,195 |
Accounts Receivable - Not Insured [Member] | ' | ' |
Accounts receivable | $28,014 | $22,354 |
Inventories_Details_Narrative
Inventories (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Inventory Disclosure [Abstract] | ' | ' | ' | ' |
Write down of inventory | $111,000 | ' | $111,000 | ' |
Inventories_Schedule_of_Invent
Inventories - Schedule of Inventories (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $768,203 | $517,842 |
Work in process | 287,047 | 150,503 |
Finished goods | 66,725 | 278,460 |
Inventories | $1,121,975 | $946,805 |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Property, plant and equipment gross | $690,508 | $690,508 |
Less accumulated depreciation | -400,295 | -338,078 |
Net property, plant and equipment | 290,213 | 352,430 |
Equipment [Member] | ' | ' |
Property, plant and equipment gross | 128,345 | 128,345 |
Factory Equipment [Member] | ' | ' |
Property, plant and equipment gross | 15,800 | 15,800 |
Furniture And Fixtures [Member] | ' | ' |
Property, plant and equipment gross | 7,888 | 7,888 |
Leasehold Improvements [Member] | ' | ' |
Property, plant and equipment gross | 64,582 | 64,582 |
Tooling [Member] | ' | ' |
Property, plant and equipment gross | $473,893 | $473,893 |
Property_and_Equipment_Schedul1
Property and Equipment - Schedule Depreciation Expense (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Property, Plant and Equipment [Abstract] | ' | ' | ' | ' |
Depreciation Expense | $31,000 | $42,000 | $62,217 | $83,692 |
Accrued_Liabilities_Schedule_o
Accrued Liabilities - Schedule of Accrued Expenses (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ' | ' |
Accrued interest | $242,257 | $162,214 |
Accrued payroll and other (liabilities) | 481,206 | 477,467 |
Accrued warranty | 63,000 | 63,000 |
Customer deposits | 81,922 | 25,907 |
Deposit for future fundings | 50,000 | 50,000 |
Accrued property taxes | 8,120 | 10,750 |
Total | $926,505 | $789,338 |
Short_Term_DebtThird_Parties_D
Short Term Debt-Third Parties (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Apr. 15, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 01, 2013 | Feb. 25, 2013 | Dec. 31, 2012 | |
Line of credit, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | $500,000 | ' |
Insurance policy limit | ' | 4,000,000 | ' | 4,000,000 | ' | ' | ' | ' | ' |
Percentage of accrued interest | ' | ' | ' | ' | ' | ' | ' | 6.60% | ' |
Line of credit, expiration date | ' | ' | ' | 26-Jun-14 | ' | ' | ' | ' | ' |
Line of credit withdrawals | ' | ' | ' | 1,095,000 | ' | ' | ' | ' | ' |
Line of credit repayments | ' | ' | ' | 648,510 | ' | ' | ' | ' | ' |
Line of credit outstanding | ' | 946,490 | ' | 946,490 | ' | 500,000 | ' | ' | ' |
Short term variable interest rate | ' | ' | ' | ' | ' | 5.00% | ' | ' | 8.00% |
Repayment of notes | ' | 0 | 0 | 0 | 0 | ' | ' | ' | ' |
Short term debt aggregate amount | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' |
Notes payable | 200,000 | 200,000 | ' | 200,000 | ' | ' | ' | ' | ' |
Interest rate accrued | 8.00% | 10.00% | ' | 10.00% | ' | ' | 8.00% | ' | ' |
Notes payable maturity term | '1 year | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, total | ' | 1,546,490 | ' | 1,546,490 | ' | ' | ' | ' | ' |
Interest expense | ' | 14,000 | 17,000 | 36,000 | 32,000 | ' | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in line of credit, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | 950,000 | ' |
Maximum [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in line of credit, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | $2,000,000 | ' |
Convertible_Note_Payable_Detai
Convertible Note Payable (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 01, 2014 | Jun. 01, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Apr. 15, 2014 | Dec. 31, 2013 | |
Investor | |||||||||
Number of accredited investors | ' | 5 | ' | ' | ' | ' | ' | ' | ' |
Promissory notes to related parties | $400,000 | $550,000 | ' | ' | ' | $400,000 | $550,000 | ' | ' |
Convertible price per share | $0.40 | $0.25 | ' | ' | ' | ' | ' | ' | ' |
Warrants issued for purchase of common stock | 50,000 | 1,600,000 | ' | ' | ' | ' | ' | ' | ' |
Warrants expiration term | ' | '3 years | ' | ' | ' | '3 years | ' | ' | ' |
Percentage of Interest rate | ' | 8.00% | 10.00% | 10.00% | ' | 10.00% | ' | 8.00% | ' |
Note expiration period | '1 year | '1 year | ' | ' | ' | ' | ' | ' | ' |
Common stock shares owned for which security interest granted | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants | ' | 253,000 | ' | ' | ' | 48,000 | ' | ' | ' |
Beneficial conversion feature | ' | 275,000 | ' | ' | ' | ' | ' | ' | ' |
Unamortized debt discount | ' | ' | 386,000 | 386,000 | ' | 386,000 | ' | ' | 220,000 |
Total convertible promissory notes principal amount | ' | ' | 750,000 | 750,000 | ' | 750,000 | ' | ' | 550,000 |
Amortized debt discount for interest expense | ' | ' | ' | 158,000 | 42,000 | 234,000 | 42,000 | ' | ' |
Debt discount related to notes converted to common stock | ' | ' | ' | 32,000 | ' | 64,000 | ' | ' | ' |
Debt issuance cost | ' | ' | ' | ' | ' | 42,000 | ' | ' | ' |
Common stock warrants issued for consideration of finder's fees | ' | ' | ' | ' | ' | 140,000 | ' | ' | ' |
Issuance of common stock warrant | ' | ' | 0.05 | 0.05 | ' | 0.05 | ' | ' | ' |
Combined fair value of warrants and cash amount paid | ' | ' | ' | ' | ' | 90,000 | ' | ' | ' |
Number of common stock issued in a non cash transaction for exercised of warrants | ' | ' | 136,000 | ' | ' | ' | ' | ' | ' |
Deferred financing cost | ' | ' | 14,321 | 14,321 | ' | 14,321 | ' | ' | 37,529 |
Amortization of deferred financing cost | ' | ' | ' | 7,500 | 7,500 | 23,208 | 7,512 | ' | ' |
Write off of the deferred financing cost | ' | ' | ' | ' | ' | 8,000 | ' | ' | ' |
Accrued interest | ' | ' | 7,500 | 7,500 | ' | 7,500 | ' | ' | ' |
Interest expense | ' | ' | ' | 14,000 | 17,000 | 36,000 | 32,000 | ' | ' |
Common shares issued upon conversion | ' | ' | ' | ' | ' | 136 | ' | ' | ' |
Convertible Notes Payable [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | ' | ' | 32,000 | 63,000 | 0 | 0 | ' | ' |
Four Investors [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of accredited investors | ' | ' | ' | ' | ' | 4 | ' | ' | ' |
Convertible price per share | ' | ' | $0.25 | $0.25 | ' | $0.25 | ' | ' | ' |
Amortized debt discount for interest expense | ' | ' | ' | ' | ' | 64,000 | ' | ' | ' |
Notes payable, conversion, original debt | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' |
Common shares issued upon conversion | ' | ' | ' | ' | ' | 829,689 | ' | ' | ' |
Warrants [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible price per share | $0.40 | $0.25 | ' | ' | ' | ' | ' | ' | ' |
Warrants expiration term | '3 years | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount | 400,000 | 528,058 | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants | 42,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Beneficial conversion feature | $358,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants [Member] | First ninety days of term [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Interest rate | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants [Member] | Next Nine Months of Term [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Interest rate | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Note_Payable_Details_Narrative
Note Payable (Details Narrative) (USD $) | 1 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jul. 31, 2011 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | City Of North Vernon [Member]. | City Of North Vernon [Member]. | ||||
Note payable | $1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of accrued interest rate | 5.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, maturity date | 1-Aug-16 | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable, outstanding | ' | 1,350,000 | 1,400,000 | ' | ' | ' | ' | ' | ' |
Notes, principal payment | ' | 1,350,000 | ' | ' | ' | 50,000 | ' | ' | ' |
Payments for accrued interest | ' | ' | ' | ' | ' | ' | ' | 0 | 0 |
Interest expense incurred and accrued on note payable | ' | ' | ' | $19,000 | $19,000 | $38,000 | $38,000 | ' | ' |
Note_Payable_Schedule_of_Princ
Note Payable - Schedule of Principal and Interest Payments (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Notes payable, Principal | $1,350,000 |
Notes payable, interest | 398,593 |
Notes payable, total | 1,748,593 |
2014 [Member] | ' |
Notes payable, Principal | 174,087 |
Notes payable, interest | 157,853 |
Notes payable, total | 331,940 |
2015 [Member] | ' |
Notes payable, Principal | 107,838 |
Notes payable, interest | 126,464 |
Notes payable, total | 234,302 |
2016 [Member] | ' |
Notes payable, Principal | 1,068,075 |
Notes payable, interest | 114,276 |
Notes payable, total | $1,182,351 |
Related_Party_Transaction_Deta
Related Party Transaction (Details Narrative) (USD $) | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Apr. 15, 2014 | Dec. 31, 2013 | Jun. 01, 2013 | |
Related Party Transactions [Abstract] | ' | ' | ' | ' | ' |
Due to president for expenses paid by himself | $0 | ' | ' | $0 | ' |
Advances from president for fund operations | 50,000 | 62,000 | ' | ' | ' |
Repayment of advances received from president | 16,500 | 27,500 | ' | ' | ' |
Short term debt to related parties | $221,000 | ' | ' | $187,500 | ' |
Interest accrued percentage | 10.00% | ' | 8.00% | ' | 8.00% |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 6 Months Ended | ||
Jun. 01, 2014 | Jun. 01, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | |
Warrants issued for purchase of common stock | 50,000 | 1,600,000 | ' | ' | ' |
Warrants expiration term | ' | '3 years | ' | '3 years | ' |
Common shares issued upon conversion | ' | ' | ' | 136 | ' |
Conversion of debt | ' | ' | ' | $207,500 | ' |
Convertible debt, price per share | $0.40 | $0.25 | ' | ' | ' |
Number of common stock issued in a non cash transaction for exercised of warrants | ' | ' | 136,000 | ' | ' |
Four Investors [Member] | ' | ' | ' | ' | ' |
Conversion of convertible debt | ' | ' | ' | 200,000 | ' |
Common shares issued upon conversion | ' | ' | ' | 829,689 | ' |
Conversion of debt | ' | ' | ' | 7,500 | ' |
Convertible debt, price per share | ' | ' | 0.25 | $0.25 | ' |
Warrants [Member] | ' | ' | ' | ' | ' |
Common stock price per share | ' | ' | ' | $0.80 | ' |
Warrants expiration term | '3 years | ' | ' | ' | ' |
Convertible debt, price per share | $0.40 | $0.25 | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' | ' |
Common stock price per share | ' | ' | ' | $0.40 | ' |
Maximum [Member] | ' | ' | ' | ' | ' |
Common stock price per share | ' | ' | ' | $0.50 | ' |
Common Stock [Member] | ' | ' | ' | ' | ' |
Issuance of common stock, shares | ' | ' | ' | 1,754,500 | ' |
Aggregate purchase price | ' | ' | ' | $711,800 | ' |
Warrants issued for purchase of common stock | ' | ' | ' | 100,000 | ' |
Warrants expiration term | ' | ' | ' | '3 years | ' |
Stock_Options_Details_Narrativ
Stock Options (Details Narrative) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Options issued to employee, common stock | 50,000 |
Issuance of options to purchase of common stock, price per share | $0.05 |
Option vesting period | '3 years |
Total remainder of stock compensation expense | $260,000 |
General and Administrative Expense [Member] | ' |
Fair value of stock option | $2,500 |
Stock_Options_Schedule_of_Stoc
Stock Options - Schedule of Stock Option Activity (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' |
Number of Shares, Outstanding, Beginning balance | 10,160,640 | 10,110,640 | ' |
Number of Shares, Granted | ' | 50,000 | ' |
Number of Shares, Outstanding, Ending balance | 10,160,640 | 10,160,640 | 10,110,640 |
Weighted average Exercise Price, Outstanding, Beginning balance | $0.08 | $0.08 | ' |
Weighted average Exercise Price, Granted | ' | $0.05 | ' |
Weighted average Exercise Price, Outstanding, Ending balance | $0.08 | $0.08 | $0.08 |
Weight average Contractual Term (years), Outstanding | '2 years 6 months | '2 years 9 months | '3 years 5 months 5 days |
Weight average Contractual Term (years), Granted | ' | '3 years | ' |
Aggregate Intrinsic Value, Outstanding | ' | ' | ' |
Stock_Options_Schedule_of_Stoc1
Stock Options - Schedule of Stock Compensation Expense (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' | ' |
Stock compensation expense | $39,898 | $39,899 | $82,228 | $79,796 |
Stock_Options_Schedule_of_Fair
Stock Options - Schedule of Fair Value of Stock Option (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Market value of stock on grant date | $0.05 |
Risk-free interest rate | 0.61% |
Dividend Yield | 0.00% |
Volatility Factor | 300.00% |
Weighted average expected life | '3 years |
Expected forfeiture rate | 0.00% |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Apr. 02, 2014 | Apr. 02, 2014 | Apr. 02, 2014 | Apr. 02, 2014 | Apr. 02, 2014 | Jun. 30, 2014 | |
Investor | New Albany, Indiana [Member] | |||||||||
Non-cancelable operating lease, expiration term | ' | ' | 30-Sep-13 | ' | ' | ' | ' | ' | ' | 30-Mar-15 |
Monthly rental payment under operating lease | ' | ' | $4,750 | ' | ' | ' | ' | ' | ' | $3,124 |
Lease term description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
extend the lease for one twelve month period at slightly higher monthly rent. | Rent expense was calculated on a straight-line basis. | |||||||||
Lease, term | ' | ' | ' | ' | ' | ' | ' | ' | ' | '65 months |
Deferred rent liability | 0 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' |
Rent expense | 18,219 | 13,530 | 37,467 | 51,562 | ' | ' | ' | ' | ' | ' |
Number of signed purchase order | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of customer | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of aggregate consideration for equity transaction | ' | ' | ' | ' | 5.00% | 4.00% | 3.00% | 2.00% | 1.00% | ' |
Aggregate consideration for equity transaction, lower limit amount | ' | ' | ' | ' | ' | 10,000,001 | 25,000,001 | 50,000,001 | 75,000,001 | ' |
Aggregate consideration for equity transaction, upper limit amount | ' | ' | ' | ' | $10,000,000 | $25,000,000 | $50,000,000 | $75,000,000 | ' | ' |
Earnings_Per_Share_Details_Nar
Earnings Per Share (Details Narrative) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Earnings Per Share [Abstract] | ' | ' |
Potential dilutive securities | 0 | 0 |
Earnings_Per_Share_Schedule_of
Earnings Per Share - Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net loss attributable to common stockholders | ($1,267,253) | ($2,018,001) | ($2,059,419) | ($2,237,217) |
Basic weighted average outstanding shares of common stock | 84,363,741 | 43,056,767 | 84,417,935 | 33,851,706 |
Dilutive effect of common stock equivalents | ' | ' | ' | ' |
Dilutive weighted average common stock equivalents | 84,363,741 | 43,056,767 | 84,417,935 | 33,851,706 |
Net loss per share of voting and nonvoting common stock Basic and Diluted | ($0.02) | ($0.05) | ($0.02) | ($0.07) |
Segment_Information_Schedule_o
Segment Information - Schedule of Operating Segments (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Sales | $214,363 | $198,874 | $452,260 | $555,623 | ' |
Cost of goods sold | 274,183 | 202,863 | 549,590 | 430,311 | ' |
Gross profit | -59,820 | -3,989 | -97,330 | 125,312 | ' |
Accounts receivable | 417,351 | ' | 417,351 | ' | 401,549 |
Domestic [Member] | ' | ' | ' | ' | ' |
Sales | ' | 3,104 | ' | 3,104 | ' |
Cost of goods sold | ' | 3,166 | ' | 3,166 | ' |
Gross profit | ' | -62 | ' | -62 | ' |
Accounts receivable | 28,014 | ' | 28,014 | ' | ' |
International [Member] | ' | ' | ' | ' | ' |
Sales | 214,363 | 195,770 | 452,260 | 552,519 | ' |
Cost of goods sold | 274,183 | 199,697 | 549,590 | 427,145 | ' |
Gross profit | -59,820 | -3,927 | -97,330 | 125,374 | ' |
Accounts receivable | $389,337 | ' | $389,337 | ' | ' |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Unrecognized tax benefits | $0 | ' | $0 | ' |
Effective tax rate | ' | ' | ' | ' |
Interest and penalties related to unrecognized income tax benefits | $0 | ' | $0 | ' |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (Subsequent Event [Member], Accredited Investors [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Event [Member] | Accredited Investors [Member] | ' |
Number of shares issuable to accredited investors, shares | 250,000 |
Share issuance range, per share | $0.40 |
Number of shares issuable to accredited investors, value | $100,000 |