Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended |
Sep. 30, 2013 | |
Document Information [Line Items] | ' |
Document Type | 'S-1 |
Amendment Flag | 'false |
Document Period End Date | 30-Sep-13 |
Entity Registrant Name | 'Echo Automotive, Inc. |
Entity Central Index Key | '0001453420 |
Entity Filer Category | 'Smaller Reporting Company |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current assets: | ' | ' | ' |
Cash | $245,605 | $1,879 | $101,359 |
Other current assets | 74,400 | 59,027 | 5,000 |
Total current assets | 320,005 | 60,906 | 106,359 |
Property and equipment, net | 758,460 | 154,497 | 24,906 |
Intangibles, net | 3,313,894 | 47,500 | ' |
Total assets | 4,392,359 | 262,903 | 131,265 |
Current liabilities: | ' | ' | ' |
Accounts payable | 153,473 | 210,760 | ' |
Accounts payable-related party | 27,073 | ' | ' |
Bank overdraft | ' | 37,616 | ' |
Accrued liabilities | 344,826 | 189,450 | 7,903 |
Related party advances | 126,603 | 100,000 | ' |
Current portion of notes payable, net of debt discount of $18,557 and $0 for September 30, 2013 and December 31, 2012, respectively | 691,443 | 150,000 | 250,000 |
Total current liabilities | 1,343,418 | 687,826 | 257,903 |
Long-term portion of notes payable, net of current portion and debt discount of $480,716 and $9,214 for September 30, 2013 and December 31, 2012, respectively | 549,284 | 581,786 | 110,000 |
Total liabilities | 1,892,702 | 1,269,612 | 367,903 |
Contingencies and commitments | ' | ' | ' |
Stockholders' equity (deficit): | ' | ' | ' |
Common stock, par value $.001, 650,000,000 shares authorized; 86,527,778 and 75,000,000 issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 86,528 | 75,000 | 26,016 |
Additional paid in capital | 9,085,015 | 2,060,417 | 82,043 |
Stock Subscription | -527,211 | -434,507 | ' |
Accumulated deficit | -6,144,675 | -2,707,619 | -344,697 |
Total stockholders' equity (deficit) | 2,499,657 | -1,006,709 | -236,638 |
Total liabilities and stockholders' equity (deficit) | $4,392,359 | $262,903 | $131,265 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Debt discount - current portion | $18,557 | $0 | ' |
Debt discount - long-term portion | $480,716 | $9,214 | $0 |
Common stock, par value | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 650,000,000 | 650,000,000 | 650,000,000 |
Common stock, shares issued | 86,527,778 | 75,000,000 | 26,016,342 |
Common stock, shares outstanding | 86,527,778 | 75,000,000 | 26,016,342 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 37 Months Ended | 46 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2013 | |
Revenue | $2,500 | ' | $3,100 | $6,100 | $6,100 | $69,100 | $130,356 | $133,456 |
Operating expenses: | ' | ' | ' | ' | ' | ' | ' | ' |
General and administrative | 1,394,449 | 823,622 | 3,285,713 | 1,476,725 | 2,275,526 | 344,902 | 2,663,192 | 5,948,908 |
Selling and marketing | 17,162 | 5,345 | 28,775 | 7,388 | 8,309 | 16,837 | 81,693 | 110,465 |
Total operating expenses | 1,411,611 | 3,314,488 | 3,314,488 | 1,484,113 | 2,283,835 | 361,739 | 2,744,885 | 6,059,373 |
Operating loss | -1,409,111 | -828,967 | -3,311,388 | -1,478,013 | -2,277,735 | -292,639 | -2,614,529 | -5,925,917 |
Other expense | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | 68,130 | 21,218 | 125,668 | 43,696 | 85,187 | 7,903 | 93,090 | 218,758 |
Total other expense | 68,130 | 21,218 | 125,668 | 43,696 | 85,187 | 7,903 | 93,090 | 218,758 |
Loss before taxes | -1,477,241 | -850,185 | -3,437,056 | -1,521,709 | -2,362,922 | -300,542 | -2,707,619 | -6,144,675 |
Income tax provision | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ($1,477,241) | ($850,185) | ($3,437,056) | ($1,521,709) | ($2,362,922) | ($300,542) | ($2,706,124) | ($6,144,675) |
Net loss per share | ' | ' | ' | ' | ' | ' | ' | ' |
Basic and diluted (in dollars per share) | ($0.02) | ($0.03) | ($0.04) | ($0.05) | ($0.06) | ($0.02) | ' | ' |
Weighted average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' |
Basic and diluted (in shares) | 81,227,959 | 33,974,746 | 77,959,605 | 28,688,507 | 40,463,483 | 19,932,819 | ' | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) (USD $) | Total | Common Stock | Additional Paid-in Capital | Stock Subscriptions | Retained Earnings |
Balance, beginning at Dec. 31, 2009 | ($2,231) | $800 | $2,524 | ' | ($5,555) |
Balance, beginning, shares at Dec. 31, 2009 | ' | 800,288 | ' | ' | ' |
Member contributions | 44,900 | 10,810 | 34,090 | ' | ' |
Member contributions, shares | ' | 10,810,148 | ' | ' | ' |
Member withdrawals | -3,000 | -722 | -2,278 | ' | ' |
Member withdrawals, shares | ' | -722,282 | ' | ' | ' |
Net loss | -38,600 | ' | ' | ' | -38,600 |
Balance, ending at Dec. 31, 2010 | 1,069 | 10,888 | 34,336 | ' | -44,155 |
Balance, ending, shares at Dec. 31, 2010 | ' | 10,888,154 | ' | ' | ' |
Balance, beginning at Nov. 24, 2009 | ' | ' | ' | ' | ' |
Balance, beginning, shares at Nov. 24, 2009 | ' | ' | ' | ' | ' |
Member contributions | 3,324 | 800 | 2,524 | ' | ' |
Member contributions, shares | ' | 800,288 | ' | ' | ' |
Net loss | -5,555 | ' | ' | ' | -5,555 |
Balance, ending at Dec. 31, 2009 | -2,231 | 800 | 2,524 | ' | -5,555 |
Balance, ending, shares at Dec. 31, 2009 | ' | 800,288 | ' | ' | ' |
Balance, beginning at Dec. 31, 2010 | 1,069 | 10,888 | 34,336 | ' | -44,155 |
Balance, beginning, shares at Dec. 31, 2010 | ' | 10,888,154 | ' | ' | ' |
Member contributions | 62,835 | 15,128 | 47,707 | ' | ' |
Member contributions, shares | ' | 15,128,188 | ' | ' | ' |
Net loss | -300,542 | ' | ' | ' | -300,542 |
Balance, ending at Dec. 31, 2011 | -236,638 | 26,016 | 82,043 | ' | -344,697 |
Balance, ending, shares at Dec. 31, 2011 | 26,016,342 | 26,016,342 | ' | ' | ' |
Member contributions | 110,000 | 26,484 | 83,516 | ' | ' |
Member contributions, shares | ' | 26,483,658 | ' | ' | ' |
Common stock of Canterbury | 1,800,032 | 22,500 | 1,777,532 | ' | ' |
Common stock of Canterbury, shares | ' | 22,500,000 | ' | ' | ' |
Stock subscriptions assumed in the merger | -434,507 | ' | ' | -434,507 | ' |
Extinguishment of related party payable | 91,761 | ' | 91,761 | ' | ' |
Issuance of warrants | 25,565 | ' | 25,565 | ' | ' |
Net loss | -2,362,922 | ' | ' | ' | -2,362,922 |
Balance, ending at Dec. 31, 2012 | -1,006,709 | 75,000 | 2,060,417 | -434,507 | -2,707,619 |
Balance, ending, shares at Dec. 31, 2012 | 75,000,000 | 75,000,000 | ' | ' | ' |
Financing agreements | 500,000 | 5,000 | 495,000 | ' | ' |
Financing agreements, shares | ' | 5,000,000 | ' | ' | ' |
Recognition of share issued in exchange for assets acquired | 4,408,945 | 6,528 | 4,402,417 | ' | ' |
Recognition of share issued in exchange for assets acquired, shares | ' | 6,527,778 | ' | ' | ' |
Stock subscription receivable | ' | ' | 1,500,000 | -1,500,000 | ' |
Receipt of funds on stock subscriptions | 1,407,296 | ' | ' | 1,407,296 | ' |
Recognition of contingent beneficial conversion feature and warrants | 538,871 | ' | 538,871 | ' | ' |
Shares to be issued for services | 88,310 | ' | 88,310 | ' | ' |
Net loss | -3,437,056 | ' | ' | ' | -3,437,056 |
Balance, ending at Sep. 30, 2013 | $2,499,657 | $86,528 | $9,085,015 | ($527,211) | ($6,144,675) |
Balance, ending, shares at Sep. 30, 2013 | 86,527,778 | 86,527,778 | ' | ' | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | 12 Months Ended | 37 Months Ended | 46 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' | ' | ' | ' | ' |
Net loss | ($3,437,056) | ($1,521,709) | ($2,362,922) | ($300,542) | ($2,706,124) | ($6,144,675) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' | ' | ' |
Depreciation and amortization | 280,451 | 24,369 | 40,647 | 3,094 | 43,741 | 324,192 |
Accretion of debt discount | 48,812 | ' | 16,351 | ' | 16,351 | 65,163 |
Shares issuable for services rendered | 88,310 | ' | ' | ' | ' | 88,310 |
Changes in operating assets and liabilities: | ' | ' | ' | ' | ' | ' |
Accounts Receivable | ' | ' | ' | ' | ' | ' |
Other current assets | -15,373 | -46,827 | -54,027 | -5,000 | -59,027 | -74,400 |
Accounts payable | -57,287 | 74,151 | 200,246 | ' | 200,246 | 142,959 |
Accounts payable - related party | 27,073 | ' | ' | ' | ' | 27,073 |
Bank overdraft | -37,616 | ' | 37,616 | ' | 37,616 | ' |
Accrued liabilities | 130,376 | 225,649 | 181,547 | 7,903 | 189,450 | 319,826 |
Related party advance | 26,603 | ' | 100,000 | ' | 100,000 | 126,603 |
Net cash used in operating activities | -2,945,707 | -1,244,367 | -1,840,542 | -294,545 | -2,179,242 | -5,124,949 |
Cash flows from investing activities: | ' | ' | ' | ' | ' | ' |
Purchases of intangibles | ' | -50,000 | -50,000 | ' | -50,000 | -50,000 |
Purchases of property and equipment | -216,863 | -140,538 | -167,738 | -28,000 | -195,738 | -412,601 |
Net cash used in investing activities | -216,863 | -190,538 | -217,738 | -28,000 | -245,738 | -462,601 |
Cash flows from financing activities | ' | ' | ' | ' | ' | ' |
Proceeds from stock subscriptions | 1,407,296 | 903,000 | 1,467,800 | ' | 1,467,800 | 2,875,096 |
Proceeds from notes payable | 1,030,000 | 523,000 | 523,000 | 360,000 | 883,000 | 1,913,000 |
Principal repayments on notes payable | -31,000 | -12,000 | -32,000 | ' | -32,000 | -63,000 |
Proceeds from financing agreement | 500,000 | ' | ' | ' | ' | 500,000 |
Proceeds from shares issuable in exchange for assets acquired | 500,000 | ' | ' | ' | ' | 500,000 |
Advances from Company officers | ' | ' | 159,250 | ' | 159,250 | 159,250 |
Repayments to Company officers on advances | ' | ' | -159,250 | ' | -159,250 | -159,250 |
Capital withdrawals | ' | ' | ' | ' | -3,000 | -3,000 |
Capital contributions | ' | ' | ' | 62,835 | 111,059 | 111,059 |
Net cash provided by financing activities | 3,406,296 | 1,414,000 | 1,958,800 | 422,835 | 2,426,859 | 5,833,155 |
Increase (Decrease) in cash | 243,726 | -20,905 | -99,480 | 100,290 | 1,879 | 245,605 |
Cash, beginning of period | 1,879 | 101,359 | 101,359 | 1,069 | ' | ' |
Cash, end of period | 245,605 | 80,454 | 1,879 | 101,359 | 1,879 | 245,605 |
Supplemental cash flow information | ' | ' | ' | ' | ' | ' |
Shares issuable in exchange for assets acquired | 4,402,417 | ' | ' | ' | ' | 4,402,417 |
Extinguishment of related party payable | ' | ' | 91,761 | ' | 91,761 | 91,761 |
Debt extinguished with issuance of company stock | ' | 110,000 | 110,000 | ' | 110,000 | 110,000 |
Recognition of contingent beneficial conversion feature and warrants | 538,871 | ' | ' | ' | ' | 564,436 |
Fair value of warrants granted and recorded as debt discount | ' | ' | 25,565 | ' | 25,565 | ' |
Extinguishment of related party payable with stock subscription | ' | ' | $97,693 | ' | $97,693 | $97,693 |
Description_of_Business
Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Description Of Business Abstract | ' | ' |
Description of business | ' | ' |
Note 1 – Description of Business | NOTE 1 — DESCRIPTION OF BUSINESS | |
Canterbury Resources, Inc. (“Canterbury”) was organized under the laws of the State of Nevada on September 2, 2008. Canterbury’s initial business plan was to acquire and explore mineral properties. | Canterbury Resources, Inc. (“Canterbury”) was organized under the laws of the State of Nevada on September 2, 2008. Canterbury’s initial business plan was to acquire and explore mineral properties. | |
Exchange Agreement | Exchange Agreement | |
On September 21, 2012 Echo Automotive LLC (“Echo”) and DBPJ Stock Holding, LLC, sole member of Echo (the “Echo Member”) entered into an exchange agreement (the “Exchange Agreement”) with Canterbury. The Exchange Agreement resulted in the Echo Member receiving a total of 52,500,000 shares of common stock of Canterbury in exchange for 100% of the issued and outstanding units of Echo. In accordance with the terms of the Exchange Agreement, the shares received by the Echo Member represented 70% of the issued and outstanding common stock of Canterbury at the time of the Exchange Agreement. As part of the exchange, Canterbury changed its name to Echo Automotive, Inc. | On September 21, 2012, Echo Automotive LLC (“Echo LLC”) and DBPJ Stock Holding, LLC, sole member of Echo (the “Echo LLC Member”) completed an exchange agreement (the “Exchange Agreement”) with Canterbury. At the closing of the Exchange Agreement, the Echo LLC Member received a total of 52,500,000 shares of common stock of Canterbury in exchange for 100% of the issued and outstanding units of Echo LLC. In accordance with the terms of the Exchange Agreement, the shares received by the Echo LLC Member represent 70% of the issued and outstanding common stock of Canterbury. As part of the exchange, Canterbury changed its name to Echo Automotive, Inc. | |
Operations | Operations | |
Echo Automotive, Inc. (the Company) is developing a set of technologies that it believes will reduce overall fuel expenses in commercial fleet vehicles by augmenting existing powertrains with highly efficient electrical energy delivered by electric motors powered by Echo’s modular plug-in battery modules. Echo believes this technology will achieve an immediate return on investment for each individual vehicle in a fleet. | Echo Automotive, Inc. (the Company) is developing a set of technologies that it believes will reduce overall fuel expenses in commercial fleet vehicles by augmenting existing powertrains with highly efficient electrical energy delivered by electric motors powered by the Company’s modular plug-in battery modules. The Company believes this technology will achieve an immediate return on investment for each individual vehicle in a fleet. | |
The Company’s operations have previously been funded by advances and subsequent equity conversions by the majority stockholders. Future funding is expected to be provided in part by equity investments from other accredited investors. There can be no assurance that any of these strategies will be achieved on terms attractive to us. | The Company’s operations have previously been funded by advances and subsequent equity conversions by the majority stockholders. Future funding is expected to be provided by private placement of the Company’s common stock and warrants to purchase shares of the Company’s common stock to accredited investors, including institutional investors, and bridge financing. There can be no assurance that any of these strategies will be achieved on terms attractive to the Company. | |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Basis Of Presentation Abstract | ' | ' |
Basis of Presentation | ' | ' |
Note 2 – Basis of Presentation | NOTE 2 — BASIS OF PRESENTATION | |
As a result of the Exchange Agreement, Canterbury merged with Echo, with Echo being the accounting acquirer thus resulting in a reverse merger. Therefore the accompanying financial statements are on a consolidated basis subsequent to September 21, 2012, but only reflect the operations of Echo prior to September 21, 2012. | As of September 21, 2012 Canterbury merged with Echo LLC, with Echo LLC being the accounting acquirer thus resulting in a reverse merger. Therefore the accompanying financial statements are on a consolidated basis subsequent to September 21, 2012, but only reflect the operations of Echo LLC prior to the date of acquisition. | |
In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2012. The accounting policies are described in the “Notes to the Consolidated Financial Statements” in the 2012 Annual Report on Form 10-K and updated, as necessary, in this Form 10-Q. The year-end condensed consolidated balance sheet data presented for comparative purposes was derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period. | The Company is a development stage company and has incurred significant losses during the years ended December 31, 2012, and 2011 and the period from inception (November 25, 2009) through December 31, 2012. The Company has experienced negative cash flows from operations since the inception of the Company. These circumstances result in substantial doubt as to the ability of the Company to continue as a going concern. The Company will need to obtain additional funding in the future in order to finance its business strategy, operations and growth through the issuance of equity, debt or collaboration. The failure to obtain this additional funding would be detrimental to the Company. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. | |
The Company is a development stage company and has incurred significant losses during the three and nine months ended September 30, 2013 and 2012 and for the period from inception (November 25, 2009) through September 30, 2013 and has experienced negative cash flows from operations since inception. These circumstances result in substantial doubt as to the ability of the Company to continue as a going concern as noted in Note 11. | The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2012 | ||||
Summary Of Significant Accounting Policies [Abstract] | ' | ' | |||
Summary of Significant Accounting Policies | ' | ' | |||
Note 3 – Summary of Significant Accounting Policies | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Principles of Consolidation | Principles of Consolidation | ||||
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Echo Automotive, LLC and Advanced Technical Asset Holdings, LLC, beginning with their respective dates of acquisition. All significant intercompany accounts and transactions have been eliminated. | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Echo LLC, beginning with the dates of their respective acquisitions. All significant intercompany accounts and transactions have been eliminated. | ||||
Fair Value | Cash and Cash Equivalents | ||||
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC (“ASC 820-10”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. When determining fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. | The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2012 and 2011, cash and cash equivalents include cash on hand and cash in the bank. At times, cash deposits may exceed government-insured limits. | ||||
The three levels of inputs that may be used to measure fair value are as follows: | Long-lived Assets | ||||
Level 1. Quoted prices in active markets for identical assets or liabilities. | The Company accounts for long-lived assets in accordance with the provisions of Financial Accounting Standards Board (“FASB”) ASC 360, Property, Plant and Equipment (“FASB ASC 360”). FASB ASC 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company did not recognize any impairment charges during the years ended December 31, 2012 and 2011 or for the period from inception (November 25, 2009) through December 31, 2012. | ||||
Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), inputs that are other than quoted prices that are observable for the asset or liability or market corroborated inputs. | Intangibles | ||||
Level 3. Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities, which may include internal data or valuation data received from the security issuer. | Finite-lived intangible assets include intellectual property rights and are amortized on a straight-line basis over their estimated useful lives of 10 years. The Company continually evaluates the reasonableness of the useful lives of these assets. Finite-lived intangibles are tested for recoverability whenever events or changes in circumstances indicate the carrying amounts may not be recoverable. An impairment loss, if any, would be measured as the excess of the carrying value over the fair value determined by discounted future cash flows. | ||||
The Company’s financial instruments include cash, accounts payable, accrued liabilities, related party advances, and notes payable. The carrying value of these instruments approximates fair value due to the short-term nature of such instruments. The Company used inputs that would qualify as Level 2 inputs to make its assessment of the approximate fair value of the notes payable. | Plant, Property and Equipment | ||||
Plant, property and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets and begins when the related assets are placed in service. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals greater than $1,000 are capitalized when incurred. Plant, property and equipment are reviewed each year to determine whether any events or circumstances indicate that the carrying amount of the assets may not be recoverable. | |||||
Depreciation is provided for on the straight-line method over the following estimated useful lives: | |||||
Equipment | 3 years | ||||
Vehicles | 3 years | ||||
Computers and electronic equipment | 3 years | ||||
Revenue Recognition | |||||
Revenue is recognized when the four criteria for revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) shipment or delivery has occurred; (3) the price is fixed or determinable and (4) collectability is reasonably assured. The Company has not recognized any revenue associated with its mission as stated above in the nature of operations footnote. Miscellaneous revenue relates to consulting projects and is recorded based on the four criteria for revenue recognition. | |||||
Advertising Expense | |||||
The Company expenses advertising costs as incurred. Advertising expense charged to operating expenses was $8,309, $16,837, and $81,693 for the years ended December 31, 2012 and 2011 and for the period from inception (November 25, 2009) through December 31, 2012, respectively. | |||||
Income Taxes | |||||
Income taxes are accounted for using the asset and liability method as prescribed by ASC 740 “Income Taxes”. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance would be provided for those deferred tax assets for which if it is more likely than not that the related benefit will not be realized. | |||||
A full valuation allowance has been established against all net deferred tax assets as of December 31, 2012 based on estimates of recoverability. While the Company has optimistic plans for its business strategy, the Company determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to the Company’s ability to generate sufficient profits from the business model. | |||||
The Company is no longer subject to income tax examination by the United States federal, state or local tax authorities for years before 2008. The Company's tax returns are open for inspection for all tax years from 2008 to present. The Company's policy is to include interest and penalties related to unrecognized tax benefits within the Company's provision for (benefit from) income taxes. The Company recognized no amounts for interest and penalties related to unrecognized tax benefits in 2012, 2011 and the period from inception (November 25, 2009), through December 31, 2012 and as of December 31, 2012 and 2011, had no amounts accrued for interest and penalties. | |||||
Fair Value | |||||
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC (“ASC 820-10”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. When determining fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. | |||||
The three levels of inputs that may be used to measure fair value are as follows: | |||||
Level 1. Quoted prices in active markets for identical assets or liabilities. | |||||
Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), inputs that are other than quoted prices that are observable for the asset or liability or market corroborated inputs. | |||||
Level 3. Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities, which may include internal data or valuation data received from the security issuer. | |||||
The carrying amounts of the Company’s financial instruments, including cash, accounts payable, and debt obligations approximate fair value due to the short-term maturities of the instruments. The Company used other observable inputs that would qualify as Level 2 inputs to make its assessment of the approximate fair value of its cash, accounts payable, and debt obligations. | |||||
Basic and Diluted Net Loss Per Share | |||||
Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. For the years ended December 31, 2012 and 2011, the assumed exercise of exercisable warrants, totaling 342,000, and conversion of convertible notes payable, totaling 1,654,524, are anti-dilutive due to the Company’s net loss and are excluded from the determination of net loss per common share — diluted. Accordingly, net loss per common share — diluted equals net loss per common share — basic in all periods presented. | |||||
Recent Accounting Pronouncements | |||||
In May 2011, the FASB issued Accounting Standards Update (“ASU”) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). This ASU represents the converged guidance of the FASB and the International Accounting Standards Board (“IASB”) (the Boards) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRSs. ASU 2011-04 is to be applied prospectively and is effective for annual reporting periods beginning after December 15, 2011, and interim periods within those annual periods. The adoption of ASU 2011-04 did not have a material impact on the Company’s consolidated financial statements. | |||||
In June 2011, the FASB issued ASU 2011-05 Comprehensive Income (Topic 220 — Presentation of Comprehensive Income) (“ASU 2011-05”). Under ASU 2011-05, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in ASU 2011-05 do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU 2011-05 is effective for annual reporting periods beginning after December 15, 2011, and interim periods within those annual periods. The adoption of ASU 2011-05 did not have a material impact on the Company’s consolidated financial statements. | |||||
In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, (“ASU 2011-11”). ASU 2011-11 requires an entity to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Retrospective disclosure is required for all comparative periods presented. The adoption of ASU 2011-11 is not expected to have a material impact on the Company’s consolidated financial statements. | |||||
In August 2012, the FASB issued ASU No. 2012-03, Technical Amendments and Corrections to SEC Sections Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (“ASU 2012-03”). This update was issued in order to codify various amendments and fions included in SEC Staff Accounting Bulletin No. 114, SEC Release 33-9250, and ASU 2010-22, Accounting for Various Topics: Technical Corrections to SEC Paragraphs. The amendments and corrections included in this update are effective upon issuance. The adoption of ASU 2012-03 did not have an impact on the Company’s consolidated financial statements. | |||||
In October 2012, the FASB issued ASU No. 2012-04, Technical Corrections and Improvements, (“ASU 2012-04”). This update includes source literature amendments, guidance clarification, reference corrections and relocated guidance affecting a variety of topics in the Codification. The update also includes conforming amendments to the Codification to reflect ASC 820’s fair value measurement and disclosure requirements. The amendments in this update that will not have transition guidance are effective upon issuance. The amendments in this update that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on the Company’s consolidated financial statements. | |||||
OTHER_CURRENT_ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2012 | |
Other Current Assets [Abstract] | ' |
OTHER CURRENT ASSETS | ' |
NOTE 4 — OTHER CURRENT ASSETS | |
In the second quarter of 2012 the Company advanced the landlord in Anderson, Indiana, $50,000 to cover the landlord’s costs for the purchase of certain building and improvements from the previous tenant. In lieu of repayment, the amount due to the landlord will be applied as a credit to rent due from the Company during 2013. | |
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
PROPERTY, PLANT AND EQUIPMENT | ' | |||||||
NOTE 5 — PROPERTY, PLANT AND EQUIPMENT | ||||||||
Property, plant and equipment, at cost, consisted of the following as of December 31: | ||||||||
2012 | 2011 | |||||||
Equipment | $ | 81,206 | $ | — | ||||
Computers and electronic equipment | 18,863 | — | ||||||
Vehicles | 95,669 | 28,000 | ||||||
195,738 | 28,000 | |||||||
Less: Accumulated Depreciation | -41,241 | -3,094 | ||||||
$ | 154,497 | $ | 24,906 | |||||
For the years ended December 31, 2012 and 2011 and for the period from inception (November 25, 2009) through December 31, 2012, depreciation expense was $38,147, $3,094, and $41,241, respectively. | ||||||||
Balance_Sheet_Information
Balance Sheet Information | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Balance Sheet Information [Abstract] | ' | |||||||
Balance Sheet Information | ' | |||||||
Note 4: Balance Sheet Information | ||||||||
Balance sheet information is as follows: | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Property and equipment, net: | ||||||||
Office equipment/computer | $ | 108,967 | $ | 18,863 | ||||
Prototype Vehicles | 615,945 | 95,669 | ||||||
Equipment and tools | 199,415 | 81,206 | ||||||
$ | 924,327 | $ | 195,738 | |||||
Less: Accumulated depreciation | -165,867 | -41,241 | ||||||
$ | 758,460 | $ | 154,497 | |||||
September 30, 2013 | December 31, 2012 | |||||||
Intangible assets, net: | ||||||||
Intangible assets | $ | 3,474,719 | $ | 52,500 | ||||
Less: Accumulated amortization | -160,825 | -5,000 | ||||||
$ | 3,313,894 | $ | 47,500 | |||||
September 30, 2013 | December 31, 2012 | |||||||
Accrued liabilities: | ||||||||
Accrued expenses | $ | 191,703 | $ | 112,711 | ||||
Accrued interest | 153,123 | 76,739 | ||||||
$ | 344,826 | $ | 189,450 | |||||
Asset_Acquisition
Asset Acquisition | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Asset Acquisition [Abstract] | ' | |||||||
Asset Acquisition | ' | |||||||
Note 5: Asset Acquisition | ||||||||
Bright Automotive, Inc. (“Bright”) was established in 2008 as an offspring of the non-profit Rocky Mountain Institute to commercialize and develop the IDEA plug-in hybrid electric fleet vehicle. Bright ceased operations in March 2012 after failing to obtain a loan through the Advanced Technology Vehicles Manufacturing Loan Program. The Company successfully hired key members of the Bright team and acquired certain facilities and intellectual property in a bid to accelerate EchoDriveTM’s commercialization in spring of 2012. In the first quarter of 2013, Bright’s assets, including all of its intellectual properties and patents, were auctioned off and were purchased by Advanced Technical Asset Holdings, LLC (“ATAH”), a company wholly owned by a shareholder and debt holder of the Company, for a total purchase price of $500,000, comprised of $250,000 of cash and $250,000 of promissory notes. As part of the asset acquisition between Bright and ATAH, Bright is due 277,778 shares of the Company’s common stock within 12 months of the date of the execution of the agreement. Additionally, $25,000 and 27,778 shares of the Company’s common stock were due within 90 days of the execution of the agreement for the satisfactory transfer of the intellectual property and all the rights and privileges associated with the intellectual property. The $25,000 and a combined fair value of $326,945 for the 305,556 shares that ATAH is obligated to issue to Bright as of the acquisition date pursuant to the agreement were recorded as a liability by ATAH. The value of the shares was based on the market price of the stock as of the acquisition date. | ||||||||
On April 5, 2013 the Company acquired all of the issued and outstanding units of ATAH for 6,000,000 shares of the Company’s common stock. The value of the shares exchanged for units of ATAH was approximately $3,120,000, which was based on the market price of the stock as of the acquisition date. As part of an exchange agreement with ATAH, the Company assumed all of the assets and liabilities described above, $100,000 cash, and a promissory note for $400,000. As of September 30, 2013, the promissory note was paid and the Company received $400,000. The $25,000 and the 27,778 shares of the Company’s common stock were not paid to Bright as of September 30, 2013. The Company has allocated the fair value of the shares exchanged based on the relative fair value of the assets that qualify for allocation. The Company has not yet issued the shares of common stock related to this transaction and has recorded such an obligation in equity. The Company determined that this transaction met the business scope exception thus asset acquisition accounting was used instead of business combination accounting. | ||||||||
The following table summarizes the assets and liabilities assumed: | ||||||||
Asset | Purchase Price | Estimated Useful Life (years) | ||||||
Patents | $ | 2,460,219 | 14 | |||||
Cash | 500,000 | N/A | ||||||
Show Auto (Vehicles) | 492,044 | 5 | ||||||
Computer Equipment | 19,682 | 3 | ||||||
Obligation to pay cash to Bright | -25,000 | N/A | ||||||
Obligation to issue shares to Bright | -326,945 | N/A | ||||||
Net assets | $ | 3,120,000 | ||||||
License Agreement | ||||||||
On April 5, 2013 the Company entered into an amendment with CleanFutures (the “Amendment”) to the License Agreement dated February 1, 2012 (the “License Agreement”). The Amendment resulted from the mutual agreement with CleanFutures that the original intent of the License Agreement was not being met or adhered to. In accordance with the Amendment, the Company will issue 1,850,000 shares of the Company’s common stock to CleanFutures; in turn, the Company will receive certain rights, including perpetual use of the CleanFutures Patent and future patent(s), a non-compete agreement in which CleanFutures will not be permitted to do business with any of the Company’s competitors, and CleanFutures has agreed to certain covenants that will assure that CleanFutures will for perpetuity not interfere with the Company’s business. This Amendment superseded the existing License Agreement. The Company has not yet issued the shares of common stock related to this agreement. The fair value of the shares was $962,000 on April 5, 2013 based on stock price of $0.52 on that date and was allocated among the assets based on their relative fair values. Any assets described below that was not assigned a purchase price was considered not to have value as contemplated by the terms of the agreement. The amounts purchased were capitalized based on the market price of the stock. | ||||||||
The following table summarizes the assets acquired: | ||||||||
Intangible Asset Acquired | Purchase Price | Estimated Useful Life (years) | ||||||
License Agreement | $ | 962,000 | 7 | |||||
The amortization expense relating to these acquisitions was $78,290 and $152,075 for the three and nine months ended September 30, 2013, respectively. | ||||||||
INTANGIBLES
INTANGIBLES | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Intangibles [Abstract] | ' | |||||||
INTANGIBLES | ' | |||||||
NOTE 6 — INTANGIBLES | ||||||||
On June 28, 2012, the Company entered into a license agreement with Bright Automotive, Inc. (“Bright”) which provides the Company a royalty-free, perpetual, fully-paid up, worldwide, non-exclusive, non-transferable and non-sub-licensable limited license to use Bright’s Battery Management Software and CAD, and certain other intellectual property to develop, modify and/or sell, offer for sale, market, distribute, import and export derivative works. In consideration of the granting of the license, the Company paid to Bright a one-time up-front license fee in the amount of $50,000 which has been capitalized and amortized on a straight line basis over its estimated useful life ten (10) years. Management has estimated a 10 year useful life due to the risk of technological obsolescence of the intellectual property and the applications in which they are putting it in. | ||||||||
December 31, 2012 | December 31, 2011 | |||||||
Cost basis | $ | 50,000 | $ | — | ||||
Less: accumulated amortization | -2,500 | — | ||||||
$ | 47,500 | $ | — | |||||
For the years ended December 31, 2012 and 2011 and for the period from inception (November 25, 2009) through December 31, 2012, amortization expense was $2,500, $0, and $2,500, respectively. Future amortization is expected to be as follows: | ||||||||
2013 | $ | 5,000 | ||||||
2014 | 5,000 | |||||||
2015 | 5,000 | |||||||
2016 | 5,000 | |||||||
2017 | 5,000 | |||||||
Thereafter | 22,500 | |||||||
$ | 47,500 | |||||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Related Party Transactions [Abstract] | ' | ' |
Related Party Transactions | ' | ' |
Note 6: Related Party Transactions | NOTE 7 — RELATED PARTY TRANSACTIONS | |
Shareholders of the Company made advances of $26,603 during the nine months ended September 30, 2013 for working capital purposes. The advances are due on demand, non-interest bearing, and classified within related party advances in the accompanying condensed consolidated balance sheet as of September 30, 2013. | In accordance with the Exchange Transaction, the Echo LLC Member received 52,500,000 shares of Company common stock, representing 70% of the issued and outstanding common stock of the Company. Jason Plotke is the Chief Executive Officer and Chairman of the Echo LLC Member and William D. Kennedy is the Chief Financial Officer and Secretary of the Echo LLC Member. | |
The Company paid consulting fees to certain shareholders and directors of the Company that amounted to $100,512 and $243,012 for the three and nine months ended September 30, 2013, respectively, and $45,604 and $95,317 for the three and nine months ended September 30, 2012, respectively. The Company paid consulting fees to certain shareholders and directors of the Company that amounted to $905,068 for the period from inception (November 25, 2009) through September 30, 2013. | In conjunction with the Exchange Agreement, no interest, demand advances were made by the former CEO of Canterbury totaling $91,761 and other legal, accounting, and transaction services of $97,693 related to the Exchange Agreement that were paid for by stockholders of the Company. During December 2012, the demand advances were forgiven by the former CEO of Canterbury. The Company wrote off the advances and treated the extinguishment of the obligations as an equity contribution with an increase to additional paid in capital. The transaction services of $97,693 related to expenses paid for by stockholders of the Company is included within stock subscription in the accompanying balance sheet as of December 31, 2012. | |
The Company incurred interest expense with related parties of $4,498 and $13,411 for the three and nine months ended September 30, 2013, respectively. The Company incurred interest expense with related parties of $6,760 and $8,529 for the three and nine months ended September 30, 2012, respectively. Total interest expense with related parties for the period from inception (November 25, 2009) through September 30, 2013 was $37,647. The Company has accrued interest on related party notes payable of $37,647 and $24,236 recorded within accrued liabilities in the accompanying condensed consolidated balance sheets as of September 30, 2013 and December 31, 2012, respectively. | The immediate family of one of the members of Echo LLC made an advance of $100,000 during the fourth quarter of fiscal year 2012 for working capital purposes. The advance is due on demand, non-interest bearing, and classified within related party advance in the accompanying balance sheet as of December 31, 2012. | |
The shareholder associated with the $2,000,000 financing agreement discussed within Note 8 overpaid the Company $16,559 when making the final payment on the stock subscription in January 2013. Additionally, this shareholder paid for $10,514 of legal expenses on behalf of the Company. The total of these two transactions, $27,073, is included within accounts payable – related party in the accompanying balance sheet as of September 30, 2013. | During the year ended December 31, 2012, the Company received non-interest bearing advances from stockholders of the Company totaling $159,250. The Company repaid the advances in full with proceeds received from the $2,000,000 financing agreement described in Note 10. | |
The Company paid consulting fees to certain owners of the Company that amounted to $462,791 and $188,265 for the years ended December 31, 2012 and 2011 and $662,056 for the period from inception (November 25, 2009) through December 31, 2012. | ||
As noted above within Note 12 the Company has employment contracts with certain employees. | ||
The Company also has a consulting agreement with RouteCloud which has related ownership to its Chief Executive Officer. The Company has entered into certain transactions in the normal course of business with RouteCloud and has recognized revenue for consulting related to these transactions of $0 and $0 for the years ended December 31, 2012 and 2011, respectively and $47,100 for the period from inception (November 25, 2009) through December 31, 2012. | ||
See Note 8 for additional discussion on related party notes payable agreements. | ||
Debt
Debt | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||
Debt | ' | ' | ||||||||
Debt | ' | ' | ||||||||
Note 7: Debt | NOTE 8 — DEBT | |||||||||
On May 20, 2013, the Company entered into a financing and security agreement and a secured convertible subordinated promissory note with United Fleet Financing LLC “UFF” of which the sole member is a related party and also the owner of ATAH. Pursuant to the terms and conditions of this agreement, UFF has agreed to provide the Company $1,500,000 of financing for working capital. The financing will be provided to the Company in nine scheduled installments beginning June 15, 2013 and ending January 1, 2014, starting with a first installment of $166,000. Each installment payment has a term of 5 years from first installment of funding. Pursuant to the agreement UFF has the option to convert any amounts paid to the Company pursuant to the financing agreement, into common stock at a conversion price of $0.55 per share and receive up to 2,727,272 warrants, each to purchase 1.25 shares of common stock at a per share exercise price of $0.65 with a term of 18 months. | Debt consisted of the following as of December 31: | |||||||||
On August 1, 2013, the Company amended the $1.5 million financing and security agreement dated May 20, 2013 to change the payment schedule such that all payments are received by December 31, 2013. | ||||||||||
As of September 30, 2013 the Company has received $830,000 in cash related to this agreement and issued 1,886,364 warrants as discussed in Note 9. A debt discount of $301,206 was recorded to reflect a beneficial conversion feature and warrants associated with the cash received. The debt discount is being amortized to interest expense until maturity or its earlier repayment or conversion. As of September 30, 2013, the Company has not issued any shares of its common stock related to this agreement. | ||||||||||
On June 20, 2013, the Company entered into a financing and security agreement and secured a convertible promissory note (the “Emerald Note”) in the amount of $200,000 with Emerald Private Equity Fund, LLC (“Emerald”). Pursuant to the terms of the Emerald Note, Emerald agreed to provide the Company with $200,000 upon execution. In connection with this financing, Emerald received a warrant to purchase 714,286 shares of the Company’s common stock at an exercise price of $0.65 per share, exercisable over a five year term. The Emerald Note has a maturity date of five years and bears interest at 8% annually. The unpaid outstanding balance on the Emerald Note may be converted at the option of either party at a rate of two shares of the Company’s restricted common stock for each $0.70. | 2012 | 2011 | ||||||||
As of September 30, 2013, the Company has received $200,000 in cash related to this agreement and issued 714,286 warrants as discussed in Note 9. A debt discount of $200,000 was recorded to reflect a beneficial conversion feature and warrants associated with the cash received. The debt discount is being amortized to interest expense until maturity or its earlier repayment or conversion. As of September 30, 2013, the Company has not issued any shares of its common stock related to this agreement. | Line of credit – related party | $ | — | $ | 110,000 | |||||
Notes payable | ||||||||||
7% note payable issued March 30, 2011, principal and interest due December 31, 2013. | 50,000 | 50,000 | ||||||||
7% convertible note payable with related party issued March 31 2012, principal and interest due January 1, 2014.(1) | 50,000 | — | ||||||||
7% convertible note payable issued July 27, 2012, principal and interest due July 27, 2014.(1) | 150,000 | — | ||||||||
12% note payable with related party issued August 31, 2012, principal and interest due March 1, 2014, containing a warrant feature which requires the Company to issue warrants to purchase 22,000 shares of the Company’s common stock at no more than $0.01 per share with a term of five years.(2) | 11,000 | — | ||||||||
12% convertible note payable issued October 25, 2012, principal and interest due January 1, 2014. The conversion feature enables either the Company or the lender to convert the outstanding balance into shares of the Company's common stock at a rate of one share per $0.50 of converted dollars. Upon conversion of the note, the Company shall issue the lender 30,000 warrants, each of which allows the lender to purchase one share of the Company's common stock at $0.01, with a term of 18 months. | 25,000 | — | ||||||||
12% convertible note payable with related party issued April 11, 2012, principal and interest due April 11, 2014. The conversion feature enables either the Company or the lender to convert the outstanding balance into shares of the Company’s common stock at a rate of one share per $0.50 of converted dollars. Upon conversion of the note, the Company shall issue the lender 150,000 warrants, each of which allows the lender to purchase one share of the Company’s common stock at $0.01, with a term of 18 months. | 100,000 | — | ||||||||
12% note payable with related party issued November 11, 2011, principal and interest due January 1, 2014. The conversion feature enables either the Company or the lender to convert the outstanding balance into shares of the Company’s common stock at a rate of one share per $0.375 of converted dollars. | 100,000 | 100,000 | ||||||||
12% convertible note payable issued December 1, 2011, principal and interest due December 1, 2012.(4) | 100,000 | 100,000 | ||||||||
12% convertible note payable issued May 30, 2011, principal and interest due January 1, 2014.(1) | 60,000 | — | ||||||||
21% note payable issued July 13, 2012, principal and interest due January 1, 2014, containing a warrant feature which requires the Company to issue warrants to purchase 100,000 shares of the Company’s common stock at no more than $0.01 per share with a term of five years.(3) | 30,000 | — | ||||||||
21% note payable issued July 13, 2012, principal and interest due January 1, 2014, containing a warrant feature which requires the Company to issue warrants to purchase 130,000 shares of the Company’s common stock at no more than $0.01 per share with a term of five years.(2) | 65,000 | — | ||||||||
741,000 | 360,000 | |||||||||
Less debt discount | (9,214 | ) | — | |||||||
Less current portion of notes payable | (150,000 | ) | (250,000 | ) | ||||||
Long-term notes payable | $ | 581,786 | $ | 110,000 | ||||||
-1 | The note contains a conversion feature which enables either the Company or the lender to convert the outstanding balance into common stock of the Company at a rate of one share per $0.35 of converted dollars. The conversion feature was not exercised by either party as of December 31, 2012. Upon conversion of the note, for every share issued to the lender, the lender will receive one additional warrant to purchase one share of the Company’s common stock at a strike price of $0.75 with no vesting requirement and a term of 18 months. | |||||||||
-2 | For every $10 outstanding at the end of each calendar month, the Company will issue the lender one warrant to purchase one share of the Company’s common stock at no more than $0.01 per share with no vesting requirement and a term of five years. As no payment was made on the referenced note payable, the lender received the maximum monthly award each month the note was outstanding. Foregoing warrants are included within warrants granted in Note 9. | |||||||||
-3 | For every $10 outstanding at the end of each calendar month, the Company will issue the lender one warrant to purchase one share of the Company’s common stock at no more than $0.01 per share with no vesting requirement and a term of five years. The note was issued for $50,000 and the Company subsequently repaid $20,000, with $10,000 payments in both November and December 2012. Accordingly, the lender received 5,000 warrants each month from issuance through October 2012, 4,000 warrants in November 2012, and 3,000 warrants in December 2012. Foregoing warrants are included within warrants granted in Note 9. | |||||||||
-4 | The note payable agreement is convertible into 395,000 shares of the Company’s common stock. However, the lender is disputing the conversion terms of the agreement. Additionally, the Company is in default with regards to the note, as the outstanding balance is past due, and has offered to repay the lender in full. The Company is attempting to utilize on-going dialogue with the lender to resolve the dispute and cure the default. | |||||||||
As of December 31, 2012, the convertible notes payable are convertible into 1,654,524 common shares of the Company, of which 395,000 convertible shares are currently being disputed as previously discussed, and 922,857 warrants for shares of the Company’s common stock. In accordance with generally accepted accounting principles, the Company is required to consider as of the respective issuance date whether each convertible note payable was issued with a beneficial conversion feature. A beneficial conversion feature exists if the convertible notes payable may be convertible into common stock at an effective conversion price that is lower than the market price of a share of common stock on the date of issuance. The market price of the Company’s common stock as of each issuance date was less than the respective conversion price. Accordingly, the Company determined there to be no beneficial conversion features with regards to each convertible note payable. | ||||||||||
Interest expense incurred on all debt, which excludes the expense related to the accretion of the debt discount, was $68,836, $7,903, and $76,739 for the years ended December 31, 2012 and 2011 and for the period from inception (November 25, 2009) through December 31, 2012, respectively. Of the total interest expense incurred on all debt, approximately $22,549, $1,687, and $24,236 pertained to related party notes payable for the years ended December 31, 2012 and 2011 and for the period from inception (November 25, 2009) through December 31, 2012, respectively. Included within interest expense in the accompanying statement of operations for the year ended December 31, 2012 and the period from inception (November 25, 2009) through December 31, 2012, is $16,351 of expense related to the accretion of the debt discount recorded due to the issuance of the warrants associated with the notes payable. | ||||||||||
Line of Credit — Related Party | ||||||||||
On October 1, 2011, the Company entered into a revolving line of credit agreement and promissory note for a $100,000 original principal amount and an interest rate of 6.0% per annum (the “LOC”). Subsequent the execution of the promissory note, the Company borrowed an additional $10,000 under the same revolving line of credit agreement. The lender is immediate family of one of the members of Echo LLC and is considered a related party. Interest was required to be paid quarterly beginning January 1, 2012 through the maturity date of September 30, 2013. The LOC was amended in June of 2012 such that the quarterly interest payments were not required and interest was due September 30, 2013. | ||||||||||
Upon execution and delivery of the LOC, as additional consideration, the lender received, at no cost or expense to the lender, a twelve and one-half percent (12.50%) member interest in Echo LLC. In addition, the lender was afforded the unconditional right, but not the obligation, at any time after the loan amount was fully drawn down, to convert the existing loan indebtedness into an additional twelve and one-half (12.50%) member interest in Echo LLC. On September 10, 2012, $110,000 of the outstanding LOC balance was converted into additional member interest of Echo LLC in accordance with the line of credit agreement. Interest on the LOC was not converted and is included with accrued liabilities in the accompanying balance sheet as of December 31, 2012. The terms of the credit agreement further stipulate the agreement is satisfied in full and of no further force or effect upon the conversion. | ||||||||||
Notes Payable | ||||||||||
On May 30, 2012, the Company received $12,000 from a related party in exchange for a note payable that included detachable warrants. The Company issued the lender warrants to purchase 24,000 shares of the Company’s common stock at no more than $0.01 per share with no vesting requirement and a term of five years. The warrant issuance is included within warrants granted in Note 9. The note was paid in full during September 2012. | ||||||||||
Equity
Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Equity [Abstract] | ' | ' |
Equity | ' | ' |
Note 8: Equity | NOTE 10 — EQUITY | |
$2,000,000 Financing Agreement | At the closing of the Exchange Agreement, the Company issued a total of 52,500,000 shares of its common stock to the Echo LLC Members in exchange for 100% of the issued and outstanding units of Echo LLC. Immediately prior to the closing of the Exchange Agreement, the Company had 22,500,000 shares of common stock issued and outstanding. Immediately after the closing of the Exchange Agreement, the Company had 75,000,000 shares of common stock issued and outstanding. | |
In May 2012, the Company entered into a financing agreement to raise up to $2,000,000 through the sale of shares of its common stock at $0.50 per share and warrants to purchase one share of common stock of the Company with an exercise price of $0.75 per share, no vesting requirement and a term of 18 months. As of September 30, 2013, the Company had received all of the $2,000,000 and issued 4,000,000 shares of the Company’s common stock. See Note 9 for discussion on the issuance of the related warrants. | In May 2012, the Company entered into a financing agreement to raise up to $2,000,000 through the sale of shares of its common stock at $0.50 per share and warrants to purchase one share of common stock of the Company with an exercise price of $0.75 per share and a term of 18 months. Prior to the closing of the Exchange Agreement, $903,000 had been received for the issuance of common stock. The cash received was advanced to Echo LLC to provide working capital to continue its operations. Subsequent to the closing of the Exchange Agreement, the $903,000 of advances were eliminated in consolidation. | |
$500,000 Financing Agreement | In October and December 2012 the Company received an additional $465,000 for the right for 930,000 shares of common stock and $99,800 for the right for 199,600 shares of its common stock, respectively, as part of its $2,000,000 financing agreement. | |
During February and March 2013, the Company received gross proceeds of $500,000 from a private placement of 1,000,000 shares of the Company’s common stock at $0.50 per share and warrants to purchase 1,000,000 shares of the Company’s common stock with an exercise price equal to the lower (i) of $0.75 per share or (ii) the preceding 10 day volume-weighted volume average price per share of Company stock prior to the exercise date, no vesting requirement and a term of 18 months pursuant to a financing agreement with Newmarket Traders LTD. | The transaction services of $97,693 related to expenses paid for by stockholders of the Company, as discussed in Note 7, is included within stock subscription in the accompanying balance sheet as of December 31, 2012. | |
As of September 30, 2013 the Company issued 1,000,000 shares related to this agreement. See Note 9 for discussion on the issuance of the related warrants. | The Company has not issued any shares of its common stock related to the $2,000,000 financing agreement as of December 31, 2012. Said shares and warrants are to be issued upon receipt of the entire $2,000,000. | |
$1,500,000 Securities Agreement | The remaining $434,507 was treated as a subscription receivable as of December 31, 2012 and was received in January 2013. | |
On May 16, 2013, the Company entered into a securities purchase agreement with UFF pursuant to which UFF agreed to provide $1,500,000 of funding to the Company for working capital in exchange for the issuance of 2,727,273 units at a price of $0.55 per unit. Each unit consists of one share of common stock and a warrant to purchase 1.25 shares of the Company’s common stock at an exercise price equal to $0.65 per share, exercisable over five years. The $1,500,000 received was recorded as stock subscription receivable. | ||
As of September 30, 2013 the Company has received $972,789 in cash related to this agreement and issued 2,210,884 warrants as discussed in Note 9. As of September 30, 2013 the Company has not issued any shares of its common stock related to this agreement. | ||
On July 3, 2013, as part of an equity agreement, the Company filed with the Securities Exchange Commission a Form S-1 for the registration of its Common Stock, $.001 par value. The number of shares to be registered is 11,288,094. | ||
On October 15, 2013, Rod McKinley resigned as the Chief Financial Officer and Secretary of the Company. On September 19, 2013, as part of his resignation from the Company as its Chief Financial Officer, the Company agreed to issue 353,241 shares of common stock to him as severance. The shares were to be delivered upon his resignation. The shares were valued using the closing price of the Company’s stock on September 19, 2013, which was $0.25. The total value of the shares of $88,310 and was recorded as an expense during the three months ending September 30, 2013. The shares were delivered to him in October 2013. | ||
Warrants
Warrants | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||||||||||||
Warrants [Abstract] | ' | ' | |||||||||||||||||||||||||||
WARRANTS | ' | ' | |||||||||||||||||||||||||||
Note 9: Warrants | NOTE 9 — WARRANTS | ||||||||||||||||||||||||||||
As discussed in Note 8, the Company issued warrants during the nine months ended September 30, 2013. The following summarizes the warrant activity for the nine months ended September 30, 2013: | The following summarizes the warrant activity for the year ended December 31, 2012: | ||||||||||||||||||||||||||||
Weighted- Average | Weighted- Average Remaining | Weighted- | Weighted- | ||||||||||||||||||||||||||
Number of | Exercise | Contractual Term | Intrinsic | Number | Average | Average Remaining Contractual | |||||||||||||||||||||||
Units | Price | (in years) | value | of | Exercise | Term | Intrinsic | ||||||||||||||||||||||
Outstanding at December | 342,000 | $ | 0.01 | Units | Price | (in years) | value | ||||||||||||||||||||||
31, 2012 | Outstanding at December 31, | — | $ | — | — | $ | — | ||||||||||||||||||||||
Grants | 9,879,036 | 0.7 | 2011 | ||||||||||||||||||||||||||
Outstanding at | 10,221,036 | $ | 0.67 | 2.2 | $ | 102,375 | Grants | 342,000 | $ | 0.01 | |||||||||||||||||||
September 30, 2013 | Outstanding at December 31, | 342,000 | 0.01 | 4.6 | $ | 246,240 | |||||||||||||||||||||||
Exercisable at September | 10,221,036 | $ | 0.67 | 2.2 | $ | 102,375 | 2012 | ||||||||||||||||||||||
30, 2013 | Exercisable at December 31, 2012 | 342,000 | $ | 0.01 | 4.6 | $ | 246,240 | ||||||||||||||||||||||
The weighted-average grant date fair value for the nine months ended September 30, 2013 equaled $0.91 per share. | Throughout 2012, the Company entered into several note payable agreements that included detachable warrants with no vesting requirements, as discussed in Note 8. The weighted-average grant-date fair value of warrants granted during the year ended December 31, 2012 was $423. The total fair value of warrants granted and vested during the year ended December 31, 2012 was $25,565; which was recorded as a debt discount by the Company. During the year ended December 31, 2012, $16,351 of the discount was accreted to interest expense. The grant-date fair value of the warrants, and thus the debt discount, was valued using the Black-Scholes pricing model with the following assumptions: | ||||||||||||||||||||||||||||
On January 30, 2013, the Company issued 4,000,000 warrants to Hartford Equity, Inc. in conjunction with the $2,000,000 Financing Agreement discussed within Note 8. The grant-date fair value of these warrants was $914,388, which was calculated based on a pro-rata allocation of the grant-date fair value of the stock and warrants related to the $2,000,000 Financing Agreement to the proceeds received of $2,000,000. | Exercise price | $0.01 | |||||||||||||||||||||||||||
During February and March 2013, the Company issued a total of 1,000,000 warrants to Newmarket Traders LTD as discussed within Note 8. The grant-date fair value of these warrants was $224,298; which was calculated based on a pro-rata allocation of the grant-date fair value of the stock and warrants related to the $500,000 Financing Agreement to the proceeds received of $500,000. | Stock price | $0.00 - $0.72 | |||||||||||||||||||||||||||
In July, 2013, the Company issued a total of 714,286 warrants at an exercise price of $0.65 per share, and exercisable over a five year term relating to a $200,000 financing and security agreement and secured a convertible promissory note dated June 20, 2013 discussed in Note 7. The grant date fair value of the warrants issued was $249,638. A debt discount of $200,000 was recorded to reflect a beneficial conversion feature and warrants associated with the cash received, of which $9,205 was accreted to interest expense. | Volatility | 127.5% - 159.8% | |||||||||||||||||||||||||||
During the three months ended September 30, 2013, the Company issued 3,000 and 19,500 warrants to a related party lender and third party lender, respectively. During the nine months ended September 30, 2013 the Company issued 9,000 and 58,500 warrants to a related party lender and third party lender, respectively. The issuances were related to outstanding notes payable agreements with warrant features stating that for every $10 outstanding at the end of each calendar month the Company will issue the lender one warrant to purchase one share of the Company’s common stock at no more than $0.01 per share with no vesting requirement and a term of five years. The grant-date fair value of these warrants was $6,150 and $37,725, for the three and nine months ended September 30, 2013, respectively, which was recorded as a debt discount. During the three and nine months ended September 30, 2013, $1,354 and $11,847 of this debt discount was accreted to interest expense, respectively. | Risk-free interest rate | 0.26% - 0.34% | |||||||||||||||||||||||||||
During the three and nine months ended September 30, 2013, the Company issued 1,833,611 and 2,210,884 warrants, respectively, relating to a $1.5 million securities purchase agreement with UFF entered into on May 16, 2013. The issuances were related to proceeds received of $806,789 and $972,789 for the three and nine months ended September 2013, respectively. Pursuant to the agreement, the Company receives cash in exchange for the issuance of 2,727,273 units at a price of $0.55 per unit. Each unit consists of one share of common stock and a warrant to purchase 1.25 shares of the Company’s common stock at an exercise price equal to $0.65 per share, exercisable over five years. The grant date fair value of the warrants issued for the three and nine months ended September 30, 2013 was $442,994 and $531,031, respectively, which was calculated on a pro-rata allocation of the grant date fair value of the stock and warrants related to the $1.5 million securities agreement. | Expected Term | 2.5 years | |||||||||||||||||||||||||||
During the three and nine months ended September 30, 2013, the Company issued 1,509,091 and 1,886,364 warrants, respectively, relating to a $1.5 million financing and security agreement and a secured convertible subordinated promissory note with UFF entered into on May 20, 2013. The issuances were related to proceeds received of $664,000 and $830,000 for the three and nine months ended September 30, 2013, respectively. The grant date fair value of the warrants issued for the three and nine months ended September 30, 2013 was $298,041 and $411,599, respectively, of which $205,582 and $301,206, was allocated as a debt discount and beneficial conversion for the three and nine months ended September 2013, respectively. During the three and nine months ended September 30, 2013, $10,488 and $11,285, of this debt discount was accreted to interest expense, respectively. | |||||||||||||||||||||||||||||
The warrants issued during the nine months ended September 30, 2013 were valued using the Black-Scholes pricing model with the following range of assumptions: | |||||||||||||||||||||||||||||
Black-Scholes Pricing Model Assumptions | |||||||||||||||||||||||||||||
Exercise price | $0.01 - $0.75 | ||||||||||||||||||||||||||||
Stock price | $0.26 - $1.37 | ||||||||||||||||||||||||||||
Volatility | 153.81% - 205.42% | ||||||||||||||||||||||||||||
Risk-free interest rate | 0.20% - 1.78% | ||||||||||||||||||||||||||||
Expected Term | 1.5 - 5 years | ||||||||||||||||||||||||||||
Basic_and_Diluted_Net_Loss_Per
Basic and Diluted Net Loss Per Share | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Basic and Diluted Net Loss Per Share | ' | |||||||
Note 10: Basic and Diluted Net Loss Per Share | ||||||||
Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. For the three and nine months ended September 30, 2013 and 2012, the assumed exercise of exercisable warrants and conversion of convertible notes payable are anti-dilutive due to the Company’s net loss and are excluded from the determination of net loss per common share – diluted. Accordingly, net loss per common share – diluted equals net loss per common share – basic in all periods presented. | ||||||||
The following table summarizes the potential shares of common stock that were excluded from diluted net loss per share, because the effect of including these potential shares was antidilutive: | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
Convertible notes payable | 3,735,044 | 1,175,953 | ||||||
Warrants | 10,221,036 | 314,285 | ||||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Income Taxes [Abstract] | ' | |||||||
INCOME TAXES | ' | |||||||
NOTE 11 — INCOME TAXES | ||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. | ||||||||
Income taxes for the year ended December 31, 2012 are summarized as follows: | ||||||||
2012 | ||||||||
Current (benefit)/liability | $ | — | ||||||
Deferred provision | — | |||||||
Net income tax provision | $ | — | ||||||
A reconciliation of the differences between the effective and statutory income tax rates for year ended December 31, 2012 is as follows: | ||||||||
2012 | ||||||||
Amount | Percent | |||||||
Federal statutory rates | $ | -803,393 | 34 | % | ||||
State statutory rates | -165,405 | 7 | % | |||||
Income passed through to owners | 626,177 | -26 | % | |||||
Other | -45,553 | 1.9 | % | |||||
Changes in valuation allowance | 342,621 | -15 | % | |||||
Effective rate | $ | — | 0 | % | ||||
At December 31, 2012 deferred income tax assets and liabilities were comprised of: | ||||||||
2012 | ||||||||
Deferred tax assets (liabilities) – current | $ | — | ||||||
Deferred tax assets (liabilities) – long-term: | ||||||||
Net operating loss carryforwards | 428,547 | |||||||
Total net deferred tax assets | 428,547 | |||||||
Valuation allowance | -428,547 | |||||||
Net deferred tax assets | $ | — | ||||||
The Company has recorded as of December 31, 2012 a valuation allowance of $428,547, as it believes that it is more-likely-than-not that the deferred tax assets will not be realized in future years. Management has based its assessment on available historical and projected operating results. The valuation allowance for Canterbury Resources Inc., currently known as Echo Automotive Inc., as of December 31, 2011 equaled $38,097. | ||||||||
The Company has net operating loss carry-forwards totaling approximately $1,103,000 which expire between 2028 and 2032 and 2013 and 2032 for federal and state purposes, respectively. | ||||||||
Due to certain significant changes in ownership during the year ended December 31, 2012, some of the net operating losses are subject to limitation under Internal Revenue Code 382. | ||||||||
Amounts for 2011are not included in the above as Echo LLC was not subject to such taxation prior to the execution of the Exchange Agreement. | ||||||||
SEGMENT_INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2012 | |
Segment Information [Abstract] | ' |
SEGMENT INFORMATION | ' |
NOTE 13 — SEGMENT INFORMATION | |
The Company operates only one reporting segment. | |
Going_Concern
Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Going Concern [Abstract] | ' | ' |
Going Concern | ' | ' |
Note 11: Going Concern | NOTE 14 — GOING CONCERN | |
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the three and nine months ended September 30, 2013, the Company had a net loss of $1,477,241 and $3,437,056, respectively, as compared to a net loss of $850,185 and $1,521,709 for the three and nine months ended September 30, 2012, respectively. Additionally, the Company has incurred a net loss of $6,144,675 for the period from inception (November 25, 2009) to September 30, 2013. As of September 30, 2013, the Company had not emerged from the development stage. These circumstances result in substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and achieve a level of profitability. The Company intends to finance operations by issuing additional common stock, warrants and through bridge financing. The failure to achieve the necessary levels of profitability and obtain the additional funding would be detrimental to the Company. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. | The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the year ended December 31, 2012, the Company had a net loss of $2,362,922 as compared to a net loss of $300,542 for the year ended December 31, 2011. As of December 31, 2012, the Company has not emerged from the development stage. These circumstances result in substantial doubt as to the Company's ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company's ability to begin operations and achieve a level of profitability. The Company intends to finance operations by issuing additional common stock, warrants and through bridge financing. The failure to achieve the necessary levels of profitability and obtain the additional funding would be detrimental to the Company. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||
Commitments And Contingencies [Abstract] | ' | ' | ||||
Commitments and Contingencies | ' | ' | ||||
Note 12: Commitments and Contingencies | NOTE 12 — COMMITMENTS AND CONTINGENCIES | |||||
Litigation | Litigation | |||||
The Company may from time to time be involved in legal proceedings arising from the normal course of business. | The Company may from time to time be involved in legal proceedings arising from the normal course of business. There are no pending or threatened legal proceedings as of December 31, 2012. | |||||
Note Payable Default and Dispute | Building Lease | |||||
On August 16, 2013, the Company received notice of a lawsuit filed in the District Court of Clark County, Nevada filed by Portofino Investments II Limited Partnership (“Portofino”) against the Company regarding a convertible loan in the principal amount of $100,000. The lawsuit alleges that the Company has failed to repay the loan amount and interest that were due to Portofino under the convertible loan and that Portofino is entitled to judgment in the full amount due under such convertible loan, in addition to costs and expenses relating to the cause of action. The Company filed an answer to the complaint and an early case conference is scheduled for November 12, 2013. | The Company entered into two lease agreements to occupy lab facilities. The lease terms began on April 2012 and June 2012, respectively and both leases end on March 2014. The Company has the option to renew the facility leases for five subsequent two year periods. The Company also entered into a lease agreement to occupy its corporate headquarters in Scottsdale, AZ. The lease terms began on July 2012 and ended on November 2012. Starting in December 2012, the headquarters lease became a month-to-month lease with monthly rent approximating $1,000. | |||||
Former Service Provider Dispute | Future minimum rental payments required under the leases are as follows for the years ended December 31: | |||||
A former service provider of the Company has asserted various claims regarding the Company relating to activities that took place during 2012 and 2013. The Company has concluded an independent investigation, performed by a third party legal firm, into the merit of these claims and determined that they were either without merit or immaterial. The Company does not believe that any amounts that may potentially be paid as a result of any of these claims would have a material effect on its financial statements. | Year ended | |||||
31-Dec-13 | $ | 113,892 | ||||
31-Dec-14 | 28,680 | |||||
Total | $ | 142,572 | ||||
Rent expense amounted to $77,045 and $0 for the years ended December 31, 2012 and 2011, respectively, and $77,045 for the period from inception (November 25, 2009) through December 31, 2012. | ||||||
Effective March 2013, the Company entered into a new lease agreement for its corporate headquarters. The term of the lease is 39 months obligations for 2013, 2014, 2015, and 2016 are $17,362, $61,331, $71,402, and $30,064, respectively. | ||||||
License Agreements | ||||||
On February 1, 2012, the Company entered into a license agreement with CleanFutures (“CF”), for use of their intellectual property in exchange for a combination of royalties and warrants. | ||||||
The Company and CF determined that the original intent of the license agreement was not being met or adhered to. Therefore, the Company and CF voluntarily negotiated and on April 5, 2013 mutually agreed upon a revised license agreement that is more aligned with the actual metrics of the Company’s relationship with CF and superseded the agreement entered into on February 1, 2012. As part of the revised license agreement, the royalty payments and agreement to issue warrants noted above, were replaced by a promissory note issued by the Company for 1,850,000 shares of the Company’s restricted common stock. Considering the foregoing, the Company did not record royalty expense for the years ended December 31, 2012 and 2011 or for the period from inception (November 25, 2009) through December 31, 2012. See Note 15: Subsequent Events. | ||||||
On June 28, 2012, the Company entered into a license agreement with Bright Automotive, Inc. (“Bright”) which provides Echo LLC a royalty-free, perpetual, fully-paid up, worldwide, non-exclusive, non-transferable and non-sub-licensable limited license to use Bright’s Battery Management Software and CAD, and certain other intellectual property of Bright to develop, modify and/or sell, offer for sale, market, distribute, import and export derivative works. In consideration of the granting of the license, the Company paid to Bright a one-time up-front license fee in the amount of $50,000 which has been capitalized and depreciated over its estimated useful life of 10 years. | ||||||
Employment Agreements | ||||||
On April 21, 2012 the Company entered into an executive employment agreement with William Daniel Kennedy (the “Kennedy Agreement”), in connection with his service as Chief Executive Officer of the Company. In accordance with the Kennedy Agreement, Mr. Kennedy shall be entitled to a base salary of $220,000 per year. | ||||||
On April 21, 2012 the Company entered into an executive employment agreement with Jason Plotke (the “Plotke Agreement”), in connection with his service as President of Echo LLC. In accordance with the Plotke Agreement, Mr. Plotke shall be entitled to a base salary of $200,000 per year. | ||||||
On July 1, 2012 the Company entered into an executive employment agreement with Patrick van den Bossche (the “ van den Bossche Agreement”), in connection with his service as Chief Operating Officer and Managing Director of the Company. In accordance with the van den Bossche Agreement, Mr. van den Bossche shall be entitled to a base salary of $120,000 per year. | ||||||
Subsequent_Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Subsequent Events [Abstract] | ' | ' |
Subsequent Events | ' | ' |
Note 13: Subsequent Events | NOTE 15 — SUBSEQUENT EVENTS | |
On October 15, 2013, Rod McKinley resigned as the Chief Financial Officer and Secretary of the Company. As part of his resignation, Mr. McKinley received 353,241 shares of common stock as severance. | On April 5, 2013, the Company and CleanFutures came to mutual agreement on a replacement agreement in which the Company will provide a promissory note for 1,850,000 of restricted Company shares and the Company in turn will receive certain rights including perpetual use of the CleanFutures Patent and future Patent(s), a non-compete agreement in which CleanFutures will not be permitted to do business with any Company competitors, and CleanFutures has agreed to certain covenants that will assure that CleanFutures will for perpetuity not interfere with the Company’s business. This agreement superseded the existing license agreement between the Company and CleanFutures. | |
On October 15, 2013, the Board appointed Todd Lawson as Chief Financial Officer and Secretary of the Company with an effective start date of October 28, 2013. Pursuant to a written agreement, Mr. Lawson will receive a base salary of $170,000 per annum along with performance based bonus compensation, and an option to purchase up to 1,000,000 shares of the Company’s common stock at the strike price of $0.26 per share. The options vest quarterly over a four year period with an initial vesting of 100,000 shares, 43,750 shares for each of quarters 1 – 12, and 93,750 shares for each of quarters 13 – 16. All of the options expire on August 14, 2023. | In January 2013, the Bright assets, including all of its intellectual properties and patents, were auctioned off and were purchased by a third party entity. This third party entity has agreed to negotiate on a contractual relationship with the Company to give the Company access to the Bright assets. The contractual relationship will be evaluated as a potential variable interest entity. | |
Subsequent to the fiscal year ended December 31, 2012, in the first quarter 2013, the Company received gross proceeds of $500,000 from a private placement of 1,000,000 shares of the Company’s common stock and warrants to purchase 1,000,000 shares of the Company’s common stock with an exercise price of $0.75 per share pursuant to a financing agreement with Newmarket Traders LTD. | ||
EVENT_SUBSEQUENT_TO_THE_DATE_O
EVENT SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITORbS REPORT (UNAUDITED) | 12 Months Ended |
Dec. 31, 2012 | |
Subsequent Events [Abstract] | ' |
EVENT SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITORbS REPORT | ' |
NOTE 16 — EVENT SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITOR’S REPORT (UNAUDITED) | |
On August 16, 2013, the Company received notice of a lawsuit filed in the District Court of Clark County, Nevada filed by Portofino Investments II Limited Partnership (“Portofino”) against the Company regarding a convertible loan in the principal amount of $100,000. The lawsuit alleges that the Company has failed to repay the loan amount and interest that were due to Portofino under the convertible loan and that Portofino is entitled to judgment in the full amount due under such convertible loan, in addition to costs and expenses relating to the cause of action. The Company filed an answer to the complaint and an early case conference is scheduled for November 12, 2013. | |
A former service provider of the Company has asserted various claims regarding the Company relating to activities that took place during 2012 and 2013. The Company has concluded an independent investigation, performed by a third party legal firm, into the merit of these claims and determined that they were either without merit or immaterial. The Company does not believe that any amounts that may potentially be paid as a result of any of these claims would have a material effect on its financial statements. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2012 | ||||
Summary Of Significant Accounting Policies [Abstract] | ' | ' | |||
Principles of Consolidation | ' | ' | |||
Principles of Consolidation | Principles of Consolidation | ||||
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Echo Automotive, LLC and Advanced Technical Asset Holdings, LLC, beginning with their respective dates of acquisition. All significant intercompany accounts and transactions have been eliminated. | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Echo LLC, beginning with the dates of their respective acquisitions. All significant intercompany accounts and transactions have been eliminated. | ||||
Fair Value | ' | ' | |||
Fair Value | Fair Value | ||||
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC (“ASC 820-10”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. When determining fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. | Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC (“ASC 820-10”), fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. When determining fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. | ||||
The three levels of inputs that may be used to measure fair value are as follows: | The three levels of inputs that may be used to measure fair value are as follows: | ||||
Level 1. Quoted prices in active markets for identical assets or liabilities. | Level 1. Quoted prices in active markets for identical assets or liabilities. | ||||
Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), inputs that are other than quoted prices that are observable for the asset or liability or market corroborated inputs. | Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), inputs that are other than quoted prices that are observable for the asset or liability or market corroborated inputs. | ||||
Level 3. Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities, which may include internal data or valuation data received from the security issuer. | Level 3. Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities, which may include internal data or valuation data received from the security issuer. | ||||
The Company’s financial instruments include cash, accounts payable, accrued liabilities, related party advances, and notes payable. The carrying value of these instruments approximates fair value due to the short-term nature of such instruments. The Company used inputs that would qualify as Level 2 inputs to make its assessment of the approximate fair value of the notes payable. | The carrying amounts of the Company’s financial instruments, including cash, accounts payable, and debt obligations approximate fair value due to the short-term maturities of the instruments. The Company used other observable inputs that would qualify as Level 2 inputs to make its assessment of the approximate fair value of its cash, accounts payable, and debt obligations. | ||||
Cash and Cash Equivalents | ' | ' | |||
Cash and Cash Equivalents | |||||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2012 and 2011, cash and cash equivalents include cash on hand and cash in the bank. At times, cash deposits may exceed government-insured limits. | |||||
Long-lived Assets | ' | ' | |||
Long-lived Assets | |||||
The Company accounts for long-lived assets in accordance with the provisions of Financial Accounting Standards Board (“FASB”) ASC 360, Property, Plant and Equipment (“FASB ASC 360”). FASB ASC 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company did not recognize any impairment charges during the years ended December 31, 2012 and 2011 or for the period from inception (November 25, 2009) through December 31, 2012. | |||||
Intangibles | ' | ' | |||
Intangibles | |||||
Finite-lived intangible assets include intellectual property rights and are amortized on a straight-line basis over their estimated useful lives of 10 years. The Company continually evaluates the reasonableness of the useful lives of these assets. Finite-lived intangibles are tested for recoverability whenever events or changes in circumstances indicate the carrying amounts may not be recoverable. An impairment loss, if any, would be measured as the excess of the carrying value over the fair value determined by discounted future cash flows. | |||||
Plant, Property and Equipment | ' | ' | |||
Plant, Property and Equipment | |||||
Plant, property and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets and begins when the related assets are placed in service. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals greater than $1,000 are capitalized when incurred. Plant, property and equipment are reviewed each year to determine whether any events or circumstances indicate that the carrying amount of the assets may not be recoverable. | |||||
Depreciation is provided for on the straight-line method over the following estimated useful lives: | |||||
Equipment | 3 years | ||||
Vehicles | 3 years | ||||
Computers and electronic equipment | 3 years | ||||
Revenue Recognition | ' | ' | |||
Revenue Recognition | |||||
Revenue is recognized when the four criteria for revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) shipment or delivery has occurred; (3) the price is fixed or determinable and (4) collectability is reasonably assured. The Company has not recognized any revenue associated with its mission as stated above in the nature of operations footnote. Miscellaneous revenue relates to consulting projects and is recorded based on the four criteria for revenue recognition. | |||||
Advertising Expense | ' | ' | |||
Advertising Expense | |||||
The Company expenses advertising costs as incurred. Advertising expense charged to operating expenses was $8,309, $16,837, and $81,693 for the years ended December 31, 2012 and 2011 and for the period from inception (November 25, 2009) through December 31, 2012, respectively. | |||||
Income Taxes | ' | ' | |||
Income Taxes | |||||
Income taxes are accounted for using the asset and liability method as prescribed by ASC 740 “Income Taxes”. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance would be provided for those deferred tax assets for which if it is more likely than not that the related benefit will not be realized. | |||||
A full valuation allowance has been established against all net deferred tax assets as of December 31, 2012 based on estimates of recoverability. While the Company has optimistic plans for its business strategy, the Company determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to the Company’s ability to generate sufficient profits from the business model. | |||||
The Company is no longer subject to income tax examination by the United States federal, state or local tax authorities for years before 2008. The Company's tax returns are open for inspection for all tax years from 2008 to present. The Company's policy is to include interest and penalties related to unrecognized tax benefits within the Company's provision for (benefit from) income taxes. The Company recognized no amounts for interest and penalties related to unrecognized tax benefits in 2012, 2011 and the period from inception (November 25, 2009), through December 31, 2012 and as of December 31, 2012 and 2011, had no amounts accrued for interest and penalties. | |||||
Basic and Diluted Net Loss Per Share | ' | ' | |||
Basic and Diluted Net Loss Per Share | |||||
Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. For the years ended December 31, 2012 and 2011, the assumed exercise of exercisable warrants, totaling 342,000, and conversion of convertible notes payable, totaling 1,654,524, are anti-dilutive due to the Company’s net loss and are excluded from the determination of net loss per common share — diluted. Accordingly, net loss per common share — diluted equals net loss per common share — basic in all periods presented. | |||||
Recent Accounting Pronouncements | ' | ' | |||
Recent Accounting Pronouncements | |||||
In May 2011, the FASB issued Accounting Standards Update (“ASU”) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). This ASU represents the converged guidance of the FASB and the International Accounting Standards Board (“IASB”) (the Boards) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRSs. ASU 2011-04 is to be applied prospectively and is effective for annual reporting periods beginning after December 15, 2011, and interim periods within those annual periods. The adoption of ASU 2011-04 did not have a material impact on the Company’s consolidated financial statements. | |||||
In June 2011, the FASB issued ASU 2011-05 Comprehensive Income (Topic 220 — Presentation of Comprehensive Income) (“ASU 2011-05”). Under ASU 2011-05, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in ASU 2011-05 do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. ASU 2011-05 is effective for annual reporting periods beginning after December 15, 2011, and interim periods within those annual periods. The adoption of ASU 2011-05 did not have a material impact on the Company’s consolidated financial statements. | |||||
In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, (“ASU 2011-11”). ASU 2011-11 requires an entity to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Retrospective disclosure is required for all comparative periods presented. The adoption of ASU 2011-11 is not expected to have a material impact on the Company’s consolidated financial statements. | |||||
In August 2012, the FASB issued ASU No. 2012-03, Technical Amendments and Corrections to SEC Sections Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (“ASU 2012-03”). This update was issued in order to codify various amendments and fions included in SEC Staff Accounting Bulletin No. 114, SEC Release 33-9250, and ASU 2010-22, Accounting for Various Topics: Technical Corrections to SEC Paragraphs. The amendments and corrections included in this update are effective upon issuance. The adoption of ASU 2012-03 did not have an impact on the Company’s consolidated financial statements. | |||||
In October 2012, the FASB issued ASU No. 2012-04, Technical Corrections and Improvements, (“ASU 2012-04”). This update includes source literature amendments, guidance clarification, reference corrections and relocated guidance affecting a variety of topics in the Codification. The update also includes conforming amendments to the Codification to reflect ASC 820’s fair value measurement and disclosure requirements. The amendments in this update that will not have transition guidance are effective upon issuance. The amendments in this update that are subject to the transition guidance will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on the Company’s consolidated financial statements. | |||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||
Dec. 31, 2012 | ||||
Accounting Policies [Abstract] | ' | |||
Schedule of Estimated Useful lives of property, plant and equipment | ' | |||
Depreciation is provided for on the straight-line method over the following estimated useful lives: | ||||
Equipment | 3 years | |||
Vehicles | 3 years | |||
Computers and electronic equipment | 3 years | |||
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Schedule of Property and Equipment | ' | |||||||
Property, plant and equipment, at cost, consisted of the following as of December 31: | ||||||||
2012 | 2011 | |||||||
Equipment | $ | 81,206 | $ | — | ||||
Computers and electronic equipment | 18,863 | — | ||||||
Vehicles | 95,669 | 28,000 | ||||||
195,738 | 28,000 | |||||||
Less: Accumulated Depreciation | -41,241 | -3,094 | ||||||
$ | 154,497 | $ | 24,906 | |||||
Balance_Sheet_Information_Tabl
Balance Sheet Information (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Balance Sheet Information [Abstract] | ' | |||||||
Condensed Balance Sheet | ' | |||||||
September 30, 2013 | December 31, 2012 | |||||||
Property and equipment, net: | ||||||||
Office equipment/computer | $ | 108,967 | $ | 18,863 | ||||
Prototype Vehicles | 615,945 | 95,669 | ||||||
Equipment and tools | 199,415 | 81,206 | ||||||
$ | 924,327 | $ | 195,738 | |||||
Less: Accumulated depreciation | -165,867 | -41,241 | ||||||
$ | 758,460 | $ | 154,497 | |||||
Schedule of Intangible Assets | ' | |||||||
September 30, 2013 | December 31, 2012 | |||||||
Intangible assets, net: | ||||||||
Intangible assets | $ | 3,474,719 | $ | 52,500 | ||||
Less: Accumulated amortization | -160,825 | -5,000 | ||||||
$ | 3,313,894 | $ | 47,500 | |||||
Schedule of Accrued Liabilities | ' | |||||||
September 30, 2013 | December 31, 2012 | |||||||
Accrued liabilities: | ||||||||
Accrued expenses | $ | 191,703 | $ | 112,711 | ||||
Accrued interest | 153,123 | 76,739 | ||||||
$ | 344,826 | $ | 189,450 | |||||
Asset_Acquisition_Tables
Asset Acquisition (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Asset Acquisition [Abstract] | ' | |||||||
Schedule of Assets Acquired from Bright Automotive | ' | |||||||
The following table summarizes the assets and liabilities assumed: | ||||||||
Asset | Purchase Price | Estimated Useful Life (years) | ||||||
Patents | $ | 2,460,219 | 14 | |||||
Cash | 500,000 | N/A | ||||||
Show Auto (Vehicles) | 492,044 | 5 | ||||||
Computer Equipment | 19,682 | 3 | ||||||
Obligation to pay cash to Bright | -25,000 | N/A | ||||||
Obligation to issue shares to Bright | -326,945 | N/A | ||||||
Net assets | $ | 3,120,000 | ||||||
Schedule of Assets acquired from Clean Futures | ' | |||||||
The following table summarizes the assets acquired: | ||||||||
Intangible Asset Acquired | Purchase Price | Estimated Useful Life (years) | ||||||
License Agreement | $ | 962,000 | 7 | |||||
DEBT_Tables
DEBT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Debt | ' | ||||||||
Schedule of debt agreements outstanding | ' | ||||||||
Debt consisted of the following as of December 31: | |||||||||
2012 | 2011 | ||||||||
Line of credit – related party | $ | — | $ | 110,000 | |||||
Notes payable | |||||||||
7% note payable issued March 30, 2011, principal and interest due December 31, 2013. | 50,000 | 50,000 | |||||||
7% convertible note payable with related party issued March 31 2012, principal and interest due January 1, 2014.(1) | 50,000 | — | |||||||
7% convertible note payable issued July 27, 2012, principal and interest due July 27, 2014.(1) | 150,000 | — | |||||||
12% note payable with related party issued August 31, 2012, principal and interest due March 1, 2014, containing a warrant feature which requires the Company to issue warrants to purchase 22,000 shares of the Company’s common stock at no more than $0.01 per share with a term of five years.(2) | 11,000 | — | |||||||
12% convertible note payable issued October 25, 2012, principal and interest due January 1, 2014. The conversion feature enables either the Company or the lender to convert the outstanding balance into shares of the Company's common stock at a rate of one share per $0.50 of converted dollars. Upon conversion of the note, the Company shall issue the lender 30,000 warrants, each of which allows the lender to purchase one share of the Company's common stock at $0.01, with a term of 18 months. | 25,000 | — | |||||||
12% convertible note payable with related party issued April 11, 2012, principal and interest due April 11, 2014. The conversion feature enables either the Company or the lender to convert the outstanding balance into shares of the Company’s common stock at a rate of one share per $0.50 of converted dollars. Upon conversion of the note, the Company shall issue the lender 150,000 warrants, each of which allows the lender to purchase one share of the Company’s common stock at $0.01, with a term of 18 months. | 100,000 | — | |||||||
12% note payable with related party issued November 11, 2011, principal and interest due January 1, 2014. The conversion feature enables either the Company or the lender to convert the outstanding balance into shares of the Company’s common stock at a rate of one share per $0.375 of converted dollars. | 100,000 | 100,000 | |||||||
12% convertible note payable issued December 1, 2011, principal and interest due December 1, 2012.(4) | 100,000 | 100,000 | |||||||
12% convertible note payable issued May 30, 2011, principal and interest due January 1, 2014.(1) | 60,000 | — | |||||||
21% note payable issued July 13, 2012, principal and interest due January 1, 2014, containing a warrant feature which requires the Company to issue warrants to purchase 100,000 shares of the Company’s common stock at no more than $0.01 per share with a term of five years.(3) | 30,000 | — | |||||||
21% note payable issued July 13, 2012, principal and interest due January 1, 2014, containing a warrant feature which requires the Company to issue warrants to purchase 130,000 shares of the Company’s common stock at no more than $0.01 per share with a term of five years.(2) | 65,000 | — | |||||||
741,000 | 360,000 | ||||||||
Less debt discount | (9,214 | ) | — | ||||||
Less current portion of notes payable | (150,000 | ) | (250,000 | ) | |||||
Long-term notes payable | $ | 581,786 | $ | 110,000 | |||||
-1 | The note contains a conversion feature which enables either the Company or the lender to convert the outstanding balance into common stock of the Company at a rate of one share per $0.35 of converted dollars. The conversion feature was not exercised by either party as of December 31, 2012. Upon conversion of the note, for every share issued to the lender, the lender will receive one additional warrant to purchase one share of the Company’s common stock at a strike price of $0.75 with no vesting requirement and a term of 18 months. | ||||||||
-2 | For every $10 outstanding at the end of each calendar month, the Company will issue the lender one warrant to purchase one share of the Company’s common stock at no more than $0.01 per share with no vesting requirement and a term of five years. As no payment was made on the referenced note payable, the lender received the maximum monthly award each month the note was outstanding. Foregoing warrants are included within warrants granted in Note 9. | ||||||||
-3 | For every $10 outstanding at the end of each calendar month, the Company will issue the lender one warrant to purchase one share of the Company’s common stock at no more than $0.01 per share with no vesting requirement and a term of five years. The note was issued for $50,000 and the Company subsequently repaid $20,000, with $10,000 payments in both November and December 2012. Accordingly, the lender received 5,000 warrants each month from issuance through October 2012, 4,000 warrants in November 2012, and 3,000 warrants in December 2012. Foregoing warrants are included within warrants granted in Note 9. | ||||||||
-4 | The note payable agreement is convertible into 395,000 shares of the Company’s common stock. However, the lender is disputing the conversion terms of the agreement. Additionally, the Company is in default with regards to the note, as the outstanding balance is past due, and has offered to repay the lender in full. The Company is attempting to utilize on-going dialogue with the lender to resolve the dispute and cure the default. | ||||||||
INTANGIBLES_Tables
INTANGIBLES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Schedule of intangible assets | ' | |||||||
Management has estimated a 10 year useful life due to the risk of technological obsolescence of the intellectual property and the applications in which they are putting it in. | ||||||||
December 31, 2012 | December 31, 2011 | |||||||
Cost basis | $ | 50,000 | $ | — | ||||
Less: accumulated amortization | -2,500 | — | ||||||
$ | 47,500 | $ | — | |||||
Schedule of expected amortization | ' | |||||||
Future amortization is expected to be as follows: | ||||||||
2013 | $ | 5,000 | ||||||
2014 | 5,000 | |||||||
2015 | 5,000 | |||||||
2016 | 5,000 | |||||||
2017 | 5,000 | |||||||
Thereafter | 22,500 | |||||||
$ | 47,500 | |||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of Components of Income Tax Expense | ' | |||||||
Income taxes for the year ended December 31, 2012 are summarized as follows: | ||||||||
2012 | ||||||||
Current (benefit)/liability | $ | — | ||||||
Deferred provision | — | |||||||
Net income tax provision | $ | — | ||||||
Schedule of Income Tax Reconciliation | ' | |||||||
A reconciliation of the differences between the effective and statutory income tax rates for year ended December 31, 2012 is as follows: | ||||||||
2012 | ||||||||
Amount | Percent | |||||||
Federal statutory rates | $ | -803,393 | 34 | % | ||||
State statutory rates | -165,405 | 7 | % | |||||
Income passed through to owners | 626,177 | -26 | % | |||||
Other | -45,553 | 1.9 | % | |||||
Changes in valuation allowance | 342,621 | -15 | % | |||||
Effective rate | $ | — | 0 | % | ||||
Schedule of Deferred Tax Assets and Liabilities | ' | |||||||
At December 31, 2012 deferred income tax assets and liabilities were comprised of: | ||||||||
2012 | ||||||||
Deferred tax assets (liabilities) – current | $ | — | ||||||
Deferred tax assets (liabilities) – long-term: | ||||||||
Net operating loss carryforwards | 428,547 | |||||||
Total net deferred tax assets | 428,547 | |||||||
Valuation allowance | -428,547 | |||||||
Net deferred tax assets | $ | — | ||||||
Warrants_Tables
Warrants (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||||||||||||||||
Warrants [Abstract] | ' | ' | |||||||||||||||||||||||||||
Schedule of Warrant Activity | ' | ' | |||||||||||||||||||||||||||
The following summarizes the warrant activity for the nine months ended September 30, 2013: | The following summarizes the warrant activity for the year ended December 31, 2012: | ||||||||||||||||||||||||||||
Weighted- Average | Weighted- Average Remaining | Weighted- | Weighted- | ||||||||||||||||||||||||||
Number of | Exercise | Contractual Term | Intrinsic | Number | Average | Average Remaining Contractual | |||||||||||||||||||||||
Units | Price | (in years) | value | of | Exercise | Term | Intrinsic | ||||||||||||||||||||||
Outstanding at December | 342,000 | $ | 0.01 | Units | Price | (in years) | value | ||||||||||||||||||||||
31, 2012 | Outstanding at December 31, | — | $ | — | — | $ | — | ||||||||||||||||||||||
Grants | 9,879,036 | 0.7 | 2011 | ||||||||||||||||||||||||||
Outstanding at | 10,221,036 | $ | 0.67 | 2.2 | $ | 102,375 | Grants | 342,000 | $ | 0.01 | |||||||||||||||||||
September 30, 2013 | Outstanding at December 31, | 342,000 | 0.01 | 4.6 | $ | 246,240 | |||||||||||||||||||||||
Exercisable at September | 10,221,036 | $ | 0.67 | 2.2 | $ | 102,375 | 2012 | ||||||||||||||||||||||
30, 2013 | Exercisable at December 31, 2012 | 342,000 | $ | 0.01 | 4.6 | $ | 246,240 | ||||||||||||||||||||||
Schedule of Fair Value Assumptions | ' | ' | |||||||||||||||||||||||||||
The warrants issued during the nine months ended September 30, 2013 were valued using the Black-Scholes pricing model with the following range of assumptions: | The grant-date fair value of the warrants, and thus the debt discount, was valued using the Black-Scholes pricing model with the following assumptions: | ||||||||||||||||||||||||||||
Black-Scholes Pricing Model Assumptions | Exercise price | $0.01 | |||||||||||||||||||||||||||
Exercise price | $0.01 - $0.75 | Stock price | $0.00 - $0.72 | ||||||||||||||||||||||||||
Stock price | $0.26 - $1.37 | Volatility | 127.5% - 159.8% | ||||||||||||||||||||||||||
Volatility | 153.81% - 205.42% | Risk-free interest rate | 0.26% - 0.34% | ||||||||||||||||||||||||||
Risk-free interest rate | 0.20% - 1.78% | Expected Term | 2.5 years | ||||||||||||||||||||||||||
Expected Term | 1.5 - 5 years | ||||||||||||||||||||||||||||
Basic_and_Diluted_Net_Loss_Per1
Basic and Diluted Net Loss Per Share (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Schedule of earnings per share | ' | |||||||
The following table summarizes the potential shares of common stock that were excluded from diluted net loss per share, because the effect of including these potential shares was antidilutive: | ||||||||
September 30, | ||||||||
2013 | 2012 | |||||||
Convertible notes payable | 3,735,044 | 1,175,953 | ||||||
Warrants | 10,221,036 | 314,285 | ||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of future minimum rental payments required under leases | ' | ||||
Future minimum rental payments required under the leases are as follows for the years ended December 31: | |||||
Year ended | |||||
31-Dec-13 | $ | 113,892 | |||
31-Dec-14 | 28,680 | ||||
Total | $ | 142,572 | |||
Description_of_Business_Detail
Description of Business (Details Narrative) | 0 Months Ended | 9 Months Ended |
Sep. 21, 2012 | Sep. 30, 2013 | |
Exchange agreement, shares issued to Echo members | 52,500,000 | 52,500,000 |
Exchange agreement, percentage of shares given | 100.00% | ' |
Exchange agreement, shares received, percentage of total issued and outstanding | 70.00% | 70.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | 37 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | |
Amount At Which Betterments Or Renewals Are Capitalized | $1,000 | ' | ' |
Advertising Expense | $8,309 | $16,837 | $81,693 |
Finite-Lived Intangible Asset, Useful Life | '10 years | ' | ' |
Warrants | ' | ' | ' |
Antidilutive Securities | 342,000 | 342,000 | ' |
Convertible Debt [Member] | ' | ' | ' |
Antidilutive Securities | 1,654,524 | 1,654,524 | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2012 | |
Equipment | ' |
Estimated useful life | '3 years |
Vehicles | ' |
Estimated useful life | '3 years |
Computers and electronic equipment | ' |
Estimated useful life | '3 years |
OTHER_CURRENT_ASSETS_Details_N
OTHER CURRENT ASSETS (Details Narrative) (USD $) | Jun. 30, 2012 |
Amount Advanced To Landlord | $50,000 |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) (USD $) | 12 Months Ended | 37 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | |
Property Plant and Equipment Details Narrative | ' | ' | ' |
Depreciation expense | $38,147 | $3,094 | $41,241 |
PROPERTY_PLANT_AND_EQUIPMENT_D1
PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Gross | $924,327 | $195,738 | $28,000 |
Less: Accumulated Depreciation | -165,867 | -41,241 | -3,094 |
Property and equipment, net | 758,460 | 154,497 | 24,906 |
Equipment | ' | ' | ' |
Gross | ' | 81,206 | 0 |
Computers and electronic equipment | ' | ' | ' |
Gross | ' | 18,863 | 0 |
Vehicles | ' | ' | ' |
Gross | ' | $95,669 | $28,000 |
Balance_Sheet_Information_Deta
Balance Sheet Information (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property and equipment, net: | ' | ' | ' |
Property and equipment, gross | $924,327 | $195,738 | $28,000 |
Less: Accumulated depreciation | -165,867 | -41,241 | -3,094 |
Property and equipment, net | 758,460 | 154,497 | 24,906 |
Office Equipment/Computer | ' | ' | ' |
Property and equipment, net: | ' | ' | ' |
Property and equipment, gross | 108,967 | 18,863 | ' |
Prototype Vehicle | ' | ' | ' |
Property and equipment, net: | ' | ' | ' |
Property and equipment, gross | 615,945 | 95,669 | ' |
Machinery and Equipment [Member] | ' | ' | ' |
Property and equipment, net: | ' | ' | ' |
Property and equipment, gross | $199,415 | $81,206 | ' |
Balance_Sheet_Information_Deta1
Balance Sheet Information (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Intangible assets, net: | ' | ' | ' |
Intangible assets | $3,474,719 | $52,500 | ' |
Less: Accumulated amortization | -160,825 | -5,000 | ' |
Intangibles, net | $3,313,894 | $47,500 | ' |
Balance_Sheet_Information_Deta2
Balance Sheet Information (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accrued liabilities: | ' | ' | ' |
Accrued expenses | $191,703 | $112,711 | ' |
Accrued interest | 153,123 | 76,739 | ' |
Accrued liabilities | $344,826 | $189,450 | $7,903 |
Asset_Acquisition_Details_Narr
Asset Acquisition (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2013 | Apr. 05, 2013 | Apr. 05, 2013 | Sep. 30, 2013 | Mar. 31, 2014 | Sep. 30, 2013 | Mar. 31, 2013 | |
CleanFutures License Agreement | ATAH | ATAH | ATAH | ATAH | ATAH | |||
Bright Automotive | Bright Automotive | Bright Automotive | ||||||
Aggregate purchase price | ' | ' | ' | ' | ' | ' | ' | $500,000 |
Cash payment to acquire assets | ' | ' | ' | 100,000 | ' | 25,000 | 25,000 | 250,000 |
Notes payable disbursed for acquisition | ' | ' | ' | ' | ' | ' | ' | 250,000 |
Shares issued for acquisition, shares | ' | ' | 1,850,000 | 6,000,000 | ' | 277,778 | 27,778 | 305,556 |
Shares issued for acquisition, value | ' | 4,408,945 | 962,000 | 3,120,000 | ' | ' | ' | 326,945 |
Notes payable assumed in acquisition | ' | ' | ' | 400,000 | ' | ' | ' | ' |
Debt extinguished with issuance of company stock | ' | ' | ' | ' | 400,000 | ' | ' | ' |
Share price | ' | ' | $0.52 | ' | ' | ' | ' | ' |
Amortization expense | $78,290 | $152,075 | ' | ' | ' | ' | ' | ' |
Asset_Acquisition_Details
Asset Acquisition (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
ATAH - Patents Acquired | ' |
Purchase price of assets acquired | $2,460,219 |
Estimated Useful Life (years) of assets acquired | '14 years |
ATAH - Cash Acquired | ' |
Purchase price of assets acquired | 500,000 |
ATAH - Show Auto (Vehicles) Acquired | ' |
Purchase price of assets acquired | 492,044 |
Estimated Useful Life (years) of assets acquired | '5 years |
ATAH - Computer Equipment Acquired | ' |
Purchase price of assets acquired | 19,682 |
Estimated Useful Life (years) of assets acquired | '3 years |
ATAH - Obligation to pay cash to Bright | ' |
Purchase price of assets acquired | -25,000 |
ATAH - Obligation to issue shares to Bright | ' |
Purchase price of assets acquired | -326,945 |
ATAH - Net Assets Acquired | ' |
Purchase price of assets acquired | $3,120,000 |
Asset_Acquisition_Details_1
Asset Acquisition (Details 1) (CleanFutures License Agreement, USD $) | 9 Months Ended |
Sep. 30, 2013 | |
CleanFutures License Agreement | ' |
Purchase price of license agreement | $962,000 |
Estimated Useful Life (years) of assets acquired | '7 years |
INTANGIBLES_Details_Narrative
INTANGIBLES (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 37 Months Ended | 46 Months Ended | 12 Months Ended | 37 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | |
Licensing Agreement - Bright | Licensing Agreement - Bright | Licensing Agreement - Bright | ||||||||
Purchases of intangibles | ' | ' | $50,000 | $50,000 | ' | $50,000 | $50,000 | $50,000 | ' | ' |
Useful Life | ' | ' | ' | '10 years | ' | ' | ' | '10 years | ' | ' |
Amortization expense | $78,290 | $152,075 | ' | ' | ' | ' | ' | $2,500 | $0 | $2,500 |
INTANGIBLES_Details
INTANGIBLES (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cost basis | $3,474,719 | $52,500 | ' |
Less: Accumulated amortization | -160,825 | -5,000 | ' |
Intangibles, net | 3,313,894 | 47,500 | ' |
Licensing Agreement - Bright | ' | ' | ' |
Cost basis | ' | 50,000 | 0 |
Less: Accumulated amortization | ' | -2,500 | 0 |
Intangibles, net | ' | $47,500 | $0 |
INTANGIBLES_Details_1
INTANGIBLES (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
2013 | ' | $5,000 | ' |
2014 | ' | 5,000 | ' |
2015 | ' | 5,000 | ' |
2016 | ' | 5,000 | ' |
2017 | ' | 5,000 | ' |
Thereafter | ' | 22,500 | ' |
Finite-Lived Intangible Assets, Net | $3,313,894 | $47,500 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 37 Months Ended | 46 Months Ended | |||||
Sep. 21, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | |
Increase (Decrease) in Due to Related Parties | ' | ' | $100,000 | ' | $26,603 | ' | $100,000 | ' | $100,000 | ' | $126,603 |
Consulting fees paid to certain owners | ' | 100,512 | ' | 45,604 | 243,012 | 95,317 | 462,791 | 188,265 | ' | 662,056 | 905,068 |
Interest expense associated with related parties | ' | 4,498 | ' | 6,760 | 13,411 | 8,529 | ' | ' | ' | ' | 37,647 |
Accrued interest on related party notes | ' | 153,123 | 76,739 | ' | 153,123 | ' | 76,739 | ' | 76,739 | 76,739 | 153,123 |
Accounts payable - related party | ' | 27,073 | ' | ' | 27,073 | ' | ' | ' | ' | ' | 27,073 |
Exchange agreement, shares received, percentage of total issued and outstanding | 70.00% | ' | ' | ' | 70.00% | ' | ' | ' | ' | ' | ' |
Exchange agreement, shares issued to Echo members | 52,500,000 | ' | ' | ' | 52,500,000 | ' | ' | ' | ' | ' | ' |
Due to Officers or Stockholders, Current | ' | ' | 159,250 | ' | ' | ' | 159,250 | ' | 159,250 | 159,250 | ' |
Proceeds From Financing Agreement | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | 500,000 |
Share holders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Due to Related Parties | ' | ' | ' | ' | 26,603 | ' | ' | ' | ' | ' | ' |
Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest on related party notes | ' | 37,647 | 24,236 | ' | 37,647 | ' | 24,236 | ' | 24,236 | 24,236 | 37,647 |
Overpayment on stock subscription | ' | 16,559 | ' | ' | 16,559 | ' | ' | ' | ' | ' | 16,559 |
Legal fees paid by related party | ' | 10,514 | ' | ' | 10,514 | ' | ' | ' | ' | ' | 10,514 |
Proceeds From Financing Agreement | ' | ' | ' | ' | 2,000,000 | ' | 2,000,000 | ' | ' | ' | ' |
Former Canterbury CEO | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable - related party | ' | ' | 97,693 | ' | ' | ' | 97,693 | ' | 97,693 | 97,693 | ' |
Fees paid by the former Canterbury CEO related to the Exchange Agreement | ' | ' | ' | ' | ' | ' | 91,761 | ' | ' | ' | ' |
Routecloud | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting fees paid to certain owners | ' | ' | ' | ' | ' | ' | $0 | $0 | ' | $47,100 | ' |
Debt_Details_Narrative
Debt (Details Narrative) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 37 Months Ended | 46 Months Ended | 1 Months Ended | 9 Months Ended | 3 Months Ended | ||||||||||
30-May-12 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 10, 2012 | Oct. 01, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Nov. 30, 2012 | Oct. 31, 2012 | Sep. 30, 2013 | 20-May-13 | Sep. 30, 2013 | Jun. 20, 2013 | |
Convertible Notes Payable Issued July 27, 2012 [Member] | Notes Payable Issued July 13, 2012 [Member] | Notes Payable Issued July 13, 2012 [Member] | Notes Payable Issued July 13, 2012 [Member] | United Fleet Financing - Financing and Subordinated Promissory | United Fleet Financing - Financing and Subordinated Promissory | Emerald Private Equity Fund - Financing and Convertible Promissory Note | Emerald Private Equity Fund - Financing and Convertible Promissory Note | |||||||||||
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' |
Installment size | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 166,000 | ' | ' |
Debt conversion price to common stock (per price) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.35 | ' | ' | ' | ' | $0.55 | ' | $0.70 |
Warrants issuable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,727,272 | ' | ' |
Number of common shares per warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25 | ' | ' |
Warrants, exercise price | 0.01 | 0.01 | ' | 0.75 | ' | 0.75 | 0.75 | 0.01 | ' | ' | ' | 0.01 | ' | ' | ' | 0.65 | ' | 0.65 |
Proceeds from financing agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 830,000 | ' | 200,000 | ' |
Debt discount | ' | 480,716 | ' | 9,214 | 0 | 9,214 | 9,214 | 480,716 | ' | ' | ' | ' | ' | ' | 301,206 | ' | 200,000 | ' |
Warrants outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,886,364 | ' | 714,286 | 714,286 |
Notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 |
Warrant term | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '18 months | '5 years | ' | ' | ' | '18 months | ' | '5 years |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 7.00% | 21.00% | ' | ' | ' | ' | ' | 8.00% |
Convertible shares in dispute | ' | ' | ' | 395,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares convertible notes can be converted into | ' | ' | ' | 1,654,524 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issuable upon conversion | 24,000 | ' | ' | 922,857 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense prior to accretion of discount | ' | ' | ' | 68,836 | 7,903 | ' | 76,739 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense related party notes payable | ' | ' | ' | 22,549 | 1,687 | ' | 24,236 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of Discount | ' | 48,812 | ' | 16,351 | ' | 16,351 | 16,351 | 65,163 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit | ' | ' | ' | ' | ' | ' | ' | ' | 110,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest In Company | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Additional ship Interest Granted Upon Loc Conversion | ' | ' | ' | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Notes Issued | 12,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Description | ' | ' | ' | 'the lender was afforded the unconditional right, but not the obligation, at any time after the loan amount was fully drawn down, to convert the existing loan indebtedness into an additional twelve and one-half (12.50%) member interest in Echo LLC. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued for notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 | 4,000 | 5,000 | ' | ' | ' | ' |
Repayment of notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000 | $20,000 | ' | ' | ' | ' | ' |
Debt_Details
Debt (Details) (USD $) | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
30-May-12 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2011 | Oct. 01, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | |||||||||
Notes Payable Due December 31, 2013 | Notes Payable Due December 31, 2013 | Convertible Notes Payable with related party Issued March 31, 2012 | Convertible Notes Payable with related party Issued March 31, 2012 | Convertible Notes Payable Issued July 27, 2012 | Convertible Notes Payable Issued July 27, 2012 | Notes Payable with related party Issued August 31, 2012 | Notes Payable with related party Issued August 31, 2012 | Convertible Notes Payable Issued October 25, 2012 | Convertible Notes Payable Issued October 25, 2012 | Convertible Notes Payable with related party Issued April 11, 2012 | Convertible Notes Payable with related party Issued April 11, 2012 | Notes Payable with related party Issued November 11, 2011 | Notes Payable with related party Issued November 11, 2011 | Convertible Notes Payable Issued December 1, 2011 | Convertible Notes Payable Issued December 1, 2011 | Convertible Notes Payable Issued May 30, 2011 | Convertible Notes Payable Issued May 30, 2011 | Notes Payable Issued July 13, 2012 | Notes Payable Issued July 13, 2012 | Notes Payable Issued1 July 13, 2012 | Notes Payable Issued1 July 13, 2012 | Line of Credit with Related Party | Line of Credit with Related Party | ||||||||||||||
Issuance date | ' | ' | ' | ' | ' | 30-Mar-11 | 30-Mar-11 | 31-Mar-12 | ' | 27-Jul-12 | ' | 31-Aug-12 | ' | 25-Oct-12 | ' | 11-Apr-12 | ' | 11-Nov-11 | 11-Nov-11 | 1-Dec-11 | 1-Dec-11 | 30-May-11 | ' | 13-Jul-12 | ' | 13-Jul-12 | ' | ' | ' | ||||||||
Debt Outstanding | ' | $741,000 | ' | $360,000 | ' | $50,000 | $50,000 | $50,000 | [1] | ' | $150,000 | [1] | ' | $11,000 | [2] | ' | $25,000 | ' | $100,000 | ' | $100,000 | $100,000 | $100,000 | [3] | $100,000 | [3] | $60,000 | [1] | ' | $30,000 | [4] | ' | $65,000 | [2] | ' | ' | $110,000 |
Maturity Date | ' | ' | ' | ' | ' | 31-Dec-13 | 31-Dec-13 | 1-Jan-14 | ' | 27-Jul-14 | ' | 1-Mar-14 | ' | 1-Jan-14 | ' | 11-Apr-14 | ' | 1-Jan-14 | 1-Jan-14 | 1-Dec-12 | 1-Dec-12 | 1-Jan-14 | ' | 1-Jan-14 | ' | 1-Jan-14 | ' | ' | ' | ||||||||
Description of conversion and warrant terms | ' | ' | ' | ' | ' | ' | ' | 'Upon conversion of the note, for every share issued to the lender, the lender will receive one additional warrant to purchase one share of the Company’s common stock | ' | 'Upon conversion of the note, for every share issued to the lender, the lender will receive one additional warrant to purchase one share of the Company’s common stock | ' | 'requires the Company to issue warrants to purchase 22,000 shares of the Company’s common stock at no more than $0.01 per share with a term of five years. | ' | 'Upon conversion of the note, the Company shall issue the lender 30,000 warrants, each of which allows the lender to purchase one share of the Company's common stock at $0.01, with a term of 18 months. | ' | 'Upon conversion of the note, the Company shall issue the lender 150,000 warrants, each of which allows the lender to purchase one share of the Company’s common stock at $0.01, with a term of 18 months. | ' | ' | ' | ' | ' | ' | ' | 'requires the Company to issue warrants to purchase 100,000 shares of the Company’s common stock at no more than $0.01 per share with a term of five years. | ' | 'requires the Company to issue warrants to purchase 130,000 shares of the Company’s common stock at no more than $0.01 per share with a term of five years. | ' | ' | ' | ||||||||
Interest rate | ' | ' | ' | ' | 6.00% | ' | ' | 7.00% | ' | 7.00% | ' | 12.00% | ' | ' | 12.00% | 12.00% | ' | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | ' | 21.00% | ' | 21.00% | ' | ' | ' | ||||||||
Warrants issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,000 | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | 130,000 | ' | ' | ' | ||||||||
Exercise price of warrants | 0.01 | 0.75 | 0.01 | ' | ' | ' | ' | ' | ' | ' | ' | 0.01 | ' | 0.01 | ' | 0.01 | ' | ' | ' | ' | ' | ' | ' | 0.01 | ' | 0.01 | ' | ' | ' | ||||||||
Warrants issuable upon conversion | 24,000 | 922,857 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' | ' | ' | 395,000 | 395,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Conversion Rate | ' | ' | ' | ' | ' | ' | ' | $0.35 | ' | $0.35 | ' | ' | ' | $0.50 | ' | $0.50 | ' | $0.38 | $0.38 | ' | ' | $0.35 | ' | ' | ' | ' | ' | ' | ' | ||||||||
Grants | '5 years | ' | ' | ' | ' | ' | ' | '18 months | ' | '18 months | ' | '5 years | ' | '18 months | ' | '18 months | ' | ' | ' | ' | ' | '18 months | ' | '5 years | ' | '5 years | ' | ' | ' | ||||||||
Less debt discount | ' | -9,214 | -480,716 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Less current portion of notes payable | ' | -150,000 | -691,443 | -250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Long-term notes payable | ' | $581,786 | $549,284 | $110,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
[1] | The note contains a conversion feature which enables either the Company or the lender to convert the outstanding balance into common stock of the Company at a rate of one share per $0.35 of converted dollars. The conversion feature was not exercised by either party as of December 31, 2012. Upon conversion of the note, for every share issued to the lender, the lender will receive one additional warrant to purchase one share of the Company?s common stock at a strike price of $0.75 with no vesting requirement and a term of 18 months. | ||||||||||||||||||||||||||||||||||||
[2] | For every $10 outstanding at the end of each calendear month, the Company will issue the lender one warrant to purchase one share of the Company's common stock at no more than $0.01 per share with no vesting requirement and with a term of five years. As no payments were made on any of the referenced notes payable, each lender is entitled to their respective maximum monthly award each month the note was outstanding. Foregoing warrants are included within warrants granted in Note 9. | ||||||||||||||||||||||||||||||||||||
[3] | The note payable agreement is convertible into 395,000 shares of the Company's common stock. However, the lender is disputing the conversion terms of the agreement. Additionally, the Company is in default with regards to the note, as the outstanding balance is past due, and has offered to repay the lender in full. The Company is attempting to utilize on-going dialogue with the lender to resolve the dispute and cure the default. | ||||||||||||||||||||||||||||||||||||
[4] | For every $10 outstanding at the end of each calendar month, the Company will issue the lender one warrant to purchase one share of the Companybs common stock at no more than $0.01 per share with no vesting requirement and a term of five years. The note was issued for $50,000 and the Company subsequently repaid $20,000, with $10,000 payments in both November and December 2012. Accordingly, the lender received 5,000 warrants each month from issuance through October 2012, 4,000 warrants in November 2012, and 3,000 warrants in December 2012. Foregoing warrants are included within warrants granted in Note 9. |
Equity_Details_Narrative
Equity (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 46 Months Ended | 1 Months Ended | 16 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||
Sep. 19, 2013 | Sep. 21, 2012 | 30-May-12 | Dec. 31, 2012 | Oct. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Jul. 03, 2013 | Sep. 19, 2012 | Dec. 31, 2011 | 31-May-12 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | 16-May-13 | |
$2,000,000 Financing Agreement | $2,000,000 Financing Agreement | $500,000 Financing Agreement | $2,000,000 UFF Financing Agreement | 1,500,000 Securities Agreement | |||||||||||||
Financing agreement, maximum amount to be sold through sale of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,000,000 | ' | $500,000 | ' | ' |
Common stock of Canterbury | ' | ' | ' | ' | ' | ' | ' | 1,800,032 | ' | ' | ' | ' | ' | 2,000,000 | ' | 972,789 | ' |
Common stock of Canterbury, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | 1,000,000 | ' | ' |
Sale of common stock, per share price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | ' | $0.50 | ' | ' |
Warrants, exercise price | ' | ' | 0.01 | 0.75 | ' | 0.01 | ' | 0.75 | 0.01 | ' | ' | ' | 0.75 | ' | 0.75 | ' | 0.55 |
Member contributions, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' |
Stock Subscription | ' | ' | ' | -434,507 | ' | -527,211 | ' | -434,507 | -527,211 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant term | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '18 months | ' | '18 months | ' | ' |
Warrants outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,210,884 | ' |
Common stock, par value | ' | ' | ' | $0.00 | ' | $0.00 | ' | $0.00 | $0.00 | $0.00 | ' | $0.00 | ' | ' | ' | ' | $1.25 |
Common stock shares registered in S-1 filing | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,288,094 | ' | ' | ' | ' | ' | ' | ' |
Shares issued in severance to resigned CFO | 353,241 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Per share value of shares issued | $0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of shares issued in severance | 88,310 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exchange agreement, shares issued to Echo members | ' | 52,500,000 | ' | ' | ' | 52,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exchange agreement, percentage of shares given | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | ' | ' | 75,000,000 | ' | 86,527,778 | ' | 75,000,000 | 86,527,778 | ' | 22,500,000 | 26,016,342 | ' | ' | ' | ' | ' |
Common stock, shares outstanding | ' | ' | ' | 75,000,000 | ' | 86,527,778 | ' | 75,000,000 | 86,527,778 | ' | 22,500,000 | 26,016,342 | ' | ' | ' | ' | ' |
Proceeds from shares issuable in exchange for assets acquired | ' | ' | 903,000 | 99,800 | 465,000 | 500,000 | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable - related party | ' | ' | ' | ' | ' | 27,073 | ' | ' | 27,073 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Proceeds Under Securities Purchase Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 |
Issuance of Units Under Securities Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,727,273 |
Warrants_Details_Narrative
Warrants (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 46 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jul. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | 30-May-12 | Sep. 30, 2013 | Sep. 30, 2013 | 20-May-13 | Sep. 30, 2013 | 16-May-13 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Financing Agreement 2 [Member] | Financing and Security Agreement - United Fleet Financing [Member] | Financing and Security Agreement - United Fleet Financing [Member] | Financing and Security Agreement - United Fleet Financing [Member] | Hartford Equity Inc | Newmarket Traders LTD | Third Party Lender | Third Party Lender | Related Party | Related Party | ||||||||
Weighted average grant-date fair value of warrants granted | $0.65 | ' | $0.91 | ' | $423 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants granted and vested | $249,638 | $6,150 | ' | ' | $25,565 | ' | ' | $298,041 | $411,599 | ' | ' | $1,500,000 | $442,994 | $531,031 | $914,388 | $224,298 | ' | ' | ' | ' |
Grants in period | 714,286 | ' | ' | ' | ' | ' | ' | 1,509,091 | 1,886,364 | ' | ' | ' | 1,833,611 | 2,210,884 | 4,000,000 | 1,000,000 | 19,500 | 58,500 | 3,000 | 9,000 |
Debt discount accreted | ' | 1,354 | 11,847 | ' | 16,351 | ' | ' | 10,488 | 11,285 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, exercise price | ' | 0.01 | 0.01 | ' | 0.75 | 0.01 | 0.01 | ' | ' | 0.65 | ' | ' | 0.55 | 0.55 | ' | ' | ' | ' | ' | ' |
Notes payable, amount per warrant | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount | ' | ' | 200,000 | ' | ' | ' | ' | 205,582 | 301,206 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Financing Agreement | ' | ' | 500,000 | ' | ' | 500,000 | ' | 664,000 | 830,000 | ' | 972,789 | ' | 806,789 | ' | ' | 500,000 | ' | ' | ' | ' |
Interest Expense | ' | ' | $9,205 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of units under purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,727,273 | ' | ' | ' | ' | ' | ' |
Warrants_Details
Warrants (Details) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | 30-May-12 | Sep. 30, 2013 | Dec. 31, 2012 | |
Warrant [Member] | Warrant [Member] | |||||
Number of Units | ' | ' | ' | ' | ' | ' |
Warrants outstanding | ' | ' | ' | ' | 342,000 | ' |
Grants | 714,286 | ' | ' | ' | 9,879,036 | 342,000 |
Warrants outstanding | ' | ' | ' | ' | 10,221,036 | 342,000 |
Exercisable at period end | ' | ' | ' | ' | 10,221,036 | 342,000 |
Weighted-average exercise price | ' | ' | ' | ' | ' | ' |
Warrants, exercise price | ' | 0.01 | 0.75 | 0.01 | 0.01 | ' |
Grants | ' | ' | ' | ' | 0.7 | 0.01 |
Warrants, exercise price | ' | 0.01 | 0.75 | 0.01 | 0.67 | 0.01 |
Exercisable at period-end | ' | ' | ' | ' | 0.67 | 0.01 |
Weighted-Average Remaining Contractual Term (in years) | ' | ' | ' | ' | ' | ' |
Balance, beginning | ' | ' | ' | ' | '4 years 7 months 6 days | ' |
Balance, ending | ' | ' | ' | ' | '2 years 2 months 12 days | '4 years 7 months 6 days |
Exercisable at year-end | ' | ' | ' | ' | '2 years 2 months 12 days | '4 years 7 months 6 days |
Intrinsic value | ' | ' | ' | ' | ' | ' |
Balance, beginning | ' | ' | ' | ' | $246,240 | ' |
Balance, ending | ' | ' | ' | ' | $102,375 | $246,240 |
Exercisable at year-end | ' | ' | ' | ' | $102,375 | $246,240 |
Warrants_Details_1
Warrants (Details 1) (Warrant [Member], USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Exercise Price | ' | $0.01 |
Expected Term | ' | '2 years 6 months |
Lower Range | ' | ' |
Exercise Price | $0.01 | ' |
Stock Price | $0.26 | $0 |
Volatility | 153.81% | 127.50% |
Risk-free interest rate | 0.20% | 0.26% |
Expected Term | '1 year 6 months | ' |
Upper Range | ' | ' |
Exercise Price | $0.75 | ' |
Stock Price | $1.37 | $0.72 |
Volatility | 205.42% | 159.80% |
Risk-free interest rate | 1.78% | 0.34% |
Expected Term | '5 years | ' |
Basic_and_Diluted_Net_Loss_Per2
Basic and Diluted Net Loss Per Share (Details) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Convertible notes payable | ' | ' |
Antidilutive securities | 3,735,044 | 1,175,953 |
Warrants | ' | ' |
Antidilutive securities | 10,221,036 | 314,285 |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
Canterbury Resources, Inc. | ||
Operating Loss Carryforwards | $1,103,000 | ' |
Deferred Tax Assets, Valuation Allowance | $428,547 | $38,097 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 37 Months Ended | 46 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2013 | |
Current (benefit)/liability | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred provision | ' | ' | ' | ' | ' | ' | ' | ' |
Net income tax provision | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 37 Months Ended | 46 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2013 | |
Federal statutory rates | ' | ' | ' | ' | ($803,393) | ' | ' | ' |
Federal statutory rates, rate | ' | ' | ' | ' | 34.00% | ' | ' | ' |
State statutory rates | ' | ' | ' | ' | -165,405 | ' | ' | ' |
State statutory rates, rate | ' | ' | ' | ' | 7.00% | ' | ' | ' |
Income passed through to owners | ' | ' | ' | ' | 626,177 | ' | ' | ' |
Income passed through to owners, rate | ' | ' | ' | ' | -26.00% | ' | ' | ' |
Other | ' | ' | ' | ' | -45,553 | ' | ' | ' |
Other, rate | ' | ' | ' | ' | 1.90% | ' | ' | ' |
Changes in valuation allowance | ' | ' | ' | ' | 342,621 | ' | ' | ' |
Changes in valuation allowance, rate | ' | ' | ' | ' | -15.00% | ' | ' | ' |
Effective rate | ' | ' | ' | ' | ' | ' | ' | ' |
Effective rate, rate | ' | ' | ' | ' | 0.00% | ' | ' | ' |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | Dec. 31, 2012 |
Deferred tax assets (liabilities) - current | ' |
Deferred tax assets (liabilities) - long-term: Net operating loss carryforwards | 428,547 |
Total net deferred tax assets | 428,547 |
Valuation allowance | -428,547 |
Net deferred tax assets | ' |
SEGMENT_INFORMATION_Details_Na
SEGMENT INFORMATION (Details Narrative) | 12 Months Ended |
Dec. 31, 2012 | |
Segment | |
Number of Operating Segments | 1 |
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 37 Months Ended | 46 Months Ended | ||||
Dec. 31, 2009 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Sep. 30, 2013 | |
Net loss | ($5,555) | ($1,477,241) | ($850,185) | ($3,437,056) | ($1,521,709) | ($2,362,922) | ($300,542) | ($38,600) | ($2,706,124) | ($6,144,675) |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 37 Months Ended | 0 Months Ended | 12 Months Ended | |||||
Jun. 28, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Apr. 05, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Convertible Debt [Member] | Convertible Debt [Member] | Royalty Arrangement CleanFutures | Chief Executive Officer | President | Chief Operating Officer | |||||
Building Lease: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly rent expense | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Rent expense | ' | 77,045 | 0 | 77,045 | ' | ' | ' | ' | ' | ' |
License fee | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory note for restricted Company shares issued to CleanFutures for a noncompete agreement | ' | ' | ' | ' | ' | ' | 1,850,000 | ' | ' | ' |
Base salary, per year | ' | ' | ' | ' | ' | ' | ' | 220,000 | 200,000 | 120,000 |
Debt Instrument, Face Amount | ' | ' | ' | ' | $100,000 | $100,000 | ' | ' | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Dec. 31, 2012 |
31-Dec-13 | $113,892 |
31-Dec-14 | 28,680 |
Total | 142,572 |
New Lease Agreement | ' |
31-Dec-13 | 17,362 |
31-Dec-14 | 61,331 |
31-Dec-15 | 71,402 |
31-Dec-16 | $30,064 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 46 Months Ended | 3 Months Ended | 0 Months Ended | |||||
Sep. 19, 2013 | 30-May-12 | Dec. 31, 2012 | Oct. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Mar. 31, 2013 | Apr. 05, 2013 | Apr. 05, 2013 | Oct. 15, 2013 | |
Subsequent Event [Member] | Royalty Arrangement CleanFutures | Royalty Arrangement CleanFutures | Rod McKinley, Resigned Chief Financial Officer | ||||||||
Subsequent Event [Member] | Subsequent Event [Member] | ||||||||||
Base salary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $170,000 |
Options granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 |
Options granted, exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.26 |
Options vesting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'initial vesting of 100,000 shares, 43,750 shares for each of quarters 1 12, and 93,750 shares for each of quarters 13 16. All of the options expire on August 14, 2023. |
Promissory note for restricted Company shares issued to Clean Futures for a noncompete agreement | ' | ' | ' | ' | ' | ' | ' | ' | 1,850,000 | 1,850,000 | ' |
Proceeds from shares issuable in exchange for assets acquired | ' | $903,000 | $99,800 | $465,000 | $500,000 | ' | $500,000 | $500,000 | ' | ' | ' |
Common stock issued | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' |
Warrants issued | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' |
Exercise price of warrants | ' | 0.01 | 0.75 | ' | 0.01 | ' | 0.01 | 0.75 | ' | ' | ' |
Shares issued in severance to resigned CFO | 353,241 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 353,241 |
EVENT_SUBSEQUENT_TO_THE_DATE_O1
EVENT SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITORbS REPORT (Details Narrative) (Convertible Debt, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Convertible Debt | ' | ' |
Debt Instrument, Face Amount | $100,000 | $100,000 |