Document_and_Entity_Informatio
Document and Entity Information (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Nov. 12, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Echo Automotive, Inc. | ' |
Entity Central Index Key | '0001453420 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Amendment Flag | 'false | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well Known Seasoned Issuer | 'No | ' |
Entity Common Stock, Par Value Per Share | $0.00 | ' |
Entity Common Stock, Shares Outstanding | ' | 86,978,019 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash | $245,605 | $1,879 |
Other current assets | 74,400 | 59,027 |
Total current assets | 320,005 | 60,906 |
Property and equipment, net | 758,460 | 154,497 |
Intangibles, net | 3,313,894 | 47,500 |
Total assets | 4,392,359 | 262,903 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 153,473 | 210,760 |
Accounts payable - related party | 27,073 | ' |
Bank overdraft | ' | 37,616 |
Accrued liabilities | 344,826 | 189,450 |
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 |
Total current liabilities | 1,343,418 | 687,826 |
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 |
TOTAL LIABILITIES | 1,892,702 | 1,269,612 |
Contingencies and commitments | ' | ' |
STOCKHOLDERS' DEFICIT | ' | ' |
Common stock, par value $.001, 650,000,000 shares authorized; 86,527,778 and 75,000,000 issued and outstanding as of Seoptember 30, 2013 and December 31, 2012, respectively | 86,528 | 75,000 |
Additional paid in capital | 9,085,015 | 2,060,417 |
Stock Subscription | -527,211 | -434,507 |
Accumulated deficit | -6,144,675 | -2,707,619 |
Total stockholders' deficit | 2,499,657 | -1,006,709 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $4,392,359 | $262,903 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Debt discount - current portion | $18,557 | $0 |
Debt discount - long-term portion | $480,716 | $9,214 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 650,000,000 | 650,000,000 |
Common stock, shares issued | 86,527,778 | 75,000,000 |
Common stock, shares outstanding | 86,527,778 | 75,000,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 46 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' | ' |
Revenues | $2,500 | ' | $3,100 | $6,100 | $133,456 |
OPERATING EXPENSES: | ' | ' | ' | ' | ' |
General and administrative | 1,394,449 | 823,622 | 3,285,713 | 1,476,725 | 5,948,908 |
Selling and marketing | 17,162 | 5,345 | 28,775 | 7,388 | 110,465 |
Total operating expenses | 1,411,611 | 828,967 | 3,314,488 | 1,484,113 | 6,059,373 |
Operating loss | -1,409,111 | -828,967 | -3,311,388 | -1,478,013 | -5,925,917 |
Other expenses: | ' | ' | ' | ' | ' |
Interest expense | 68,130 | 21,218 | 125,668 | 43,696 | 218,758 |
Total other expense | 68,130 | 21,218 | 125,668 | 43,696 | 218,758 |
Loss before taxes | -1,477,241 | -850,185 | -3,437,056 | -1,521,709 | -6,144,675 |
Income tax provision | ' | ' | ' | ' | ' |
Net loss | ($1,477,241) | ($850,185) | ($3,437,056) | ($1,521,709) | ($6,144,675) |
Net loss per share | ' | ' | ' | ' | ' |
Basic and diluted | ($0.02) | ($0.03) | ($0.04) | ($0.05) | ' |
Weighted average common shares outstanding | ' | ' | ' | ' | ' |
Basic and diluted | 81,227,959 | 33,974,746 | 77,959,605 | 28,688,507 | ' |
Statements_of_Changes_in_Stock
Statements of Changes in Stockholders' Deficit (Unaudited) (USD $) | Common Stock | Additional Paid In Capital | Stock Subscriptions | Accumulated Deficit | Total |
Balance, beginning at Nov. 25, 2009 | ' | ' | ' | ' | ' |
Balance, beginning, shares at Nov. 25, 2009 | ' | ' | ' | ' | ' |
Member contributions | 800 | 2,524 | ' | ' | 3,324 |
Member contributions, shares | 800,288 | ' | ' | ' | ' |
Net loss | ' | ' | ' | -5,555 | -5,555 |
Balance, ending at Dec. 31, 2009 | 800 | 2,524 | ' | -5,555 | -2,231 |
Balance, ending, shares at Dec. 31, 2009 | 800,288 | ' | ' | ' | ' |
Member contributions | 10,810 | 34,090 | ' | ' | 44,900 |
Member contributions, shares | 10,810,148 | ' | ' | ' | ' |
Member withdrawals | -722 | -2,278 | ' | ' | -3,000 |
Member withdrawals, shares | -722,282 | ' | ' | ' | ' |
Net loss | ' | ' | ' | -38,600 | -38,600 |
Balance, ending at Dec. 31, 2010 | 10,888 | 34,336 | ' | -44,155 | 1,069 |
Balance, ending, shares at Dec. 31, 2010 | 10,888,154 | ' | ' | ' | ' |
Member contributions | 15,128 | 47,707 | ' | ' | 62,835 |
Member contributions, shares | 15,128,188 | ' | ' | ' | ' |
Net loss | ' | ' | ' | -300,542 | -300,542 |
Balance, ending at Dec. 31, 2011 | 26,016 | 82,043 | ' | -344,697 | -236,638 |
Balance, ending, shares at Dec. 31, 2011 | 26,016,342 | ' | ' | ' | ' |
Member contributions | 26,484 | 83,516 | ' | ' | 110,000 |
Member contributions, shares | 26,483,658 | ' | ' | ' | ' |
Common stock of Canterbury | 22,500 | 1,777,532 | ' | ' | 1,800,032 |
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 | 75,000 | 2,060,417 | -434,507 | -2,707,619 | -1,006,709 |
Balance, ending, shares at Dec. 31, 2012 | 75,000,000 | ' | ' | ' | 75,000,000 |
Financing agreements | 5,000 | 495,000 | ' | ' | ' |
Financing agreements, shares | 5,000,000 | ' | ' | ' | ' |
Recognition of shares issuable in exchange for assets acquired | 6,528 | 4,402,417 | ' | ' | 4,408,945 |
Recognition of shares issuable 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 | ' | ' |
Recognition of contingent beneficial conversion feature and warrants | ' | 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 | $86,528 | $9,085,015 | ($527,211) | ($6,144,675) | $2,499,657 |
Balance, ending, shares at Sep. 30, 2013 | 86,527,778 | ' | ' | ' | 86,527,778 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | 46 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($3,437,056) | ($1,521,709) | ($6,144,675) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 280,451 | 24,369 | 324,192 |
Accretion of debt discount | 48,812 | ' | 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 | -74,400 |
Accounts payables | -57,287 | 74,151 | 142,959 |
Accounts payable- related party | 27,073 | ' | 27,073 |
Bank overdraft | -37,616 | ' | ' |
Accrued liabilities | 130,376 | 225,649 | 319,826 |
Related party advance | 26,603 | ' | 126,603 |
Net cash used in operating activities | -2,945,707 | -1,244,367 | -5,124,949 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of intangibles | ' | -50,000 | -50,000 |
Purchases of property and equipment | -216,863 | -140,538 | -412,601 |
Net cash used in investing activities | -216,863 | -190,538 | -462,601 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from stock subscriptions | 1,407,296 | 903,000 | 2,875,096 |
Proceeds from notes payable | 1,030,000 | 523,000 | 1,913,000 |
Principal repayments on notes payable | -31,000 | -12,000 | -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 |
Repayments to Company Officers on Advances | ' | ' | -159,250 |
Capital withdrawals | ' | ' | -3,000 |
Capital contributions | ' | ' | 111,059 |
Net cash provided by financing activities | 3,406,296 | 1,414,000 | 5,833,155 |
Increase (Decrease) in cash | 243,726 | -20,905 | 245,605 |
Cash, beginning of period | 1,879 | 101,359 | ' |
Cash, end of period | 245,605 | 80,454 | 245,605 |
Supplemental cash information | ' | ' | ' |
Shares issuable in exchange for assets acquired | 4,402,417 | ' | 4,402,417 |
Extinguishment of related party payable | ' | ' | 91,761 |
Debt extinguished with issuance of company stock | ' | 110,000 | 110,000 |
Recognition of contingent beneficial conversion feature and warrants | 538,871 | ' | 564,436 |
Extinguishment of related party payable with stock subscription | ' | ' | $97,693 |
Description_of_Business
Description of Business | 9 Months Ended |
Sep. 30, 2013 | |
Description Of Business | ' |
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. | |
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. | |
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. | |
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. |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Basis Of Presentation | ' |
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. | |
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 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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Summary Of Significant Accounting Policies | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
Note 3 – Summary of Significant Accounting Policies | |
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. | |
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 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. |
Balance_Sheet_Information
Balance Sheet Information | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Balance Sheet Information | ' | ||||||||
Balance Sheet Information | ' | ||||||||
Note 4: Balance Sheet Information | |||||||||
Balance sheet information is as follows: | |||||||||
September 30, | December 31, | ||||||||
2013 | 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, | December 31, | ||||||||
2013 | 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, | December 31, | ||||||||
2013 | 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 | ' | ||||||||
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 EchoDrive™’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: | |||||||||
Estimated | |||||||||
Purchase | Useful Life | ||||||||
Asset | Price | (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. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
Note 6: 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. | |
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. | |
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 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. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2013 | |
Debt | ' |
Debt | ' |
Note 7: 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. | |
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. | |
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. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
EQUITY | ' |
Note 8: Equity | |
$2,000,000 Financing Agreement | |
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. | |
$500,000 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. | |
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. | |
$1,500,000 Securities Agreement | |
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 | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
WarrantsAbstract | ' | ||||||||||||||||
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: | |||||||||||||||||
Number of Units | Weighted- | Weighted- | Intrinsic value | ||||||||||||||
Average Exercise | Average | ||||||||||||||||
Price | Remaining | ||||||||||||||||
Contractual Term | |||||||||||||||||
(in years) | |||||||||||||||||
Outstanding at December 31, 2012 | 342,000 | $ | 0.01 | ||||||||||||||
Grants | 9,879,036 | 0.7 | |||||||||||||||
Outstanding at September 30, 2013 | 10,221,036 | $ | 0.67 | 2.2 | $ | 102,375 | |||||||||||
Exercisable at September 30, 2013 | 10,221,036 | $ | 0.67 | 2.2 | $ | 102,375 | |||||||||||
The weighted-average grant date fair value for the nine months ended September 30, 2013 equaled $0.91 per share. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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 |
Going_Concern
Going Concern | 9 Months Ended |
Sep. 30, 2013 | |
Going Concern | ' |
GOING CONCERN | ' |
Note 11: 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. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments And Contingencies | ' |
Commitments and Contingencies | ' |
Note 12: Commitments and Contingencies | |
Litigation | |
The Company may from time to time be involved in legal proceedings arising from the normal course of business. | |
Note Payable Default and Dispute | |
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. | |
Former Service Provider Dispute | |
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. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
Note 13: 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 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. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Summary Of Significant Accounting Policies 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. | |
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. | |
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 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. |
Balance_Sheet_Information_Tabl
Balance Sheet Information (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Balance Sheet Information Tables | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
September 30, | December 31, | ||||||||
2013 | 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, | December 31, | ||||||||
2013 | 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, | December 31, | ||||||||
2013 | 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 Tables | ' | ||||||||
Schedule of Assets Acquired from Bright Automotive | ' | ||||||||
The following table summarizes the assets and liabilities assumed: | |||||||||
Estimated | |||||||||
Purchase | Useful Life | ||||||||
Asset | Price | (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 CleanFutures | ' | ||||||||
The following table summarizes the assets acquired: | |||||||||
Intangible Asset Acquired | Purchase Price | Estimated | |||||||
Useful Life | |||||||||
(years) | |||||||||
License Agreement | $ | 962,000 | 7 |
Warrants_Tables
Warrants (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Warrants Tables | ' | ||||||||||||||||
Schedule of Warrant Activity | ' | ||||||||||||||||
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: | |||||||||||||||||
Number of Units | Weighted- | Weighted- | Intrinsic value | ||||||||||||||
Average Exercise | Average | ||||||||||||||||
Price | Remaining | ||||||||||||||||
Contractual Term | |||||||||||||||||
(in years) | |||||||||||||||||
Outstanding at December 31, 2012 | 342,000 | $ | 0.01 | ||||||||||||||
Grants | 9,879,036 | 0.7 | |||||||||||||||
Outstanding at September 30, 2013 | 10,221,036 | $ | 0.67 | 2.2 | $ | 102,375 | |||||||||||
Exercisable at September 30, 2013 | 10,221,036 | $ | 0.67 | 2.2 | $ | 102,375 | |||||||||||
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: | |||||||||||||||||
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_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 |
Description_of_Business_Detail
Description of Business (Details Narrative) | 0 Months Ended |
Sep. 21, 2012 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Exchange agreement, shares issued to Echo members | 52,500,000 |
Exchange agreement, percentage of shares given | 100.00% |
Exchange agreement, shares received, percentage of total issued and outstanding | 70.00% |
Balance_Sheet_Information_Deta
Balance Sheet Information (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Property and Equipment, net | ' | ' |
Property and equipment, gross | $924,327 | $195,738 |
Less: Accumulated depreciation | -165,867 | -41,241 |
Property and equipment, net | 758,460 | 154,497 |
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 |
Equipment and tools | ' | ' |
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 |
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 |
Accrued liabilities | ' | ' |
Accrued expenses | $191,703 | $112,711 |
Accrued interest | 153,123 | 76,739 |
[AccruedLiabilitiesCurrent] | $344,826 | $189,450 |
Asset_Acquisition_Details_Narr
Asset Acquisition (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 6 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 | ' | 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 | ' | ' | ' | ' |
Proceeds from repayment of notes payable | ' | ' | ' | ' | 400,000 | ' | ' | ' |
Share price | ' | ' | $0.52 | ' | ' | ' | ' | ' |
Amortization expense | $78,290 | $152,075 | ' | ' | ' | ' | ' | ' |
Asset_Acquisition_Details
Asset Acquisition (Details) (USD $) | 0 Months Ended |
Apr. 05, 2013 | |
ATAH - Patents Acquired | ' |
Purchase price of assets acquired | $2,460,219 |
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 |
Useful life (years) of assets acquired | '5 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 $) | 0 Months Ended |
Apr. 05, 2013 | |
CleanFutures License Agreement | ' |
Purchase price of license assets acquired | $962,000 |
Useful life (years) of assets acquired | '7 years |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 46 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Related party advance | ' | ' | $26,603 | ' | $126,603 | ' |
Consulting fees paid to certain owners | 100,512 | 45,604 | 243,012 | 95,317 | 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 | ' | 153,123 | ' | 153,123 | 76,739 |
Accounts payable - related party | 27,073 | ' | 27,073 | ' | 27,073 | ' |
Shareholders | ' | ' | ' | ' | ' | ' |
Related party advance | ' | ' | 26,603 | ' | ' | ' |
Related Parties | ' | ' | ' | ' | ' | ' |
Accrued interest on related party notes | 37,647 | ' | 37,647 | ' | 37,647 | 24,236 |
Overpayment on stock subscription | 16,559 | ' | 16,559 | ' | 16,559 | ' |
Legal fees paid by related party | 10,514 | ' | 10,514 | ' | 10,514 | ' |
Accounts payable - related party | $27,073 | ' | $27,073 | ' | $27,073 | ' |
Debt_Details_Narrative
Debt (Details Narrative) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | 20-May-13 | Sep. 30, 2013 | Jun. 20, 2013 |
United Fleet Financing - Financing and Subordinated Promissory Note | United Fleet Financing - Financing and Subordinated Promissory Note | United Fleet Financing - Financing and Subordinated Promissory Note | United Fleet Financing - Financing and Subordinated Promissory Note | 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) | ' | ' | ' | ' | ' | $0.55 | ' | $0.70 |
Warrants issuable | ' | ' | ' | ' | ' | 2,727,272 | ' | ' |
Number of common shares per warrant | ' | ' | ' | ' | ' | 1.25 | ' | 2 |
Warrants, exercise price | ' | ' | ' | ' | ' | 0.65 | ' | 0.65 |
Proceeds from financing agreement | ' | ' | 664,000 | 830,000 | 830,000 | ' | 200,000 | ' |
Debt discount | 480,716 | 9,214 | 301,206 | 301,206 | 301,206 | ' | 200,000 | ' |
Warrants outstanding | ' | ' | 1,886,364 | 1,886,364 | 1,886,364 | ' | 714,286 | 714,286 |
Notes payable | ' | ' | ' | ' | ' | ' | ' | $200,000 |
Warrant term | ' | ' | ' | ' | ' | '1 year 6 months | ' | '5 years |
Interest rate | ' | ' | ' | ' | ' | ' | ' | 8.00% |
Equity_Details_Narrative
Equity (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | 16 Months Ended | 9 Months Ended | |||
Sep. 19, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jul. 03, 2013 | 31-May-12 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
$2,000,000 Financing Agreement | $2,000,000 Financing Agreement | $500,000 Financing Agreement | $2,000,000 UFF Financing Agreement | |||||
Financing agreement, maximum amount to be sold through sale of common stock | ' | ' | ' | ' | $2,000,000 | ' | $500,000 | ' |
Proceeds from the issuance of common stock and warrants | ' | 1,800,032 | ' | ' | ' | 2,000,000 | ' | 972,789 |
Shares issued | ' | ' | ' | ' | ' | 4,000,000 | 1,000,000 | ' |
Sale of common stock, per share price | ' | ' | ' | ' | $0.50 | ' | $0.50 | ' |
Number of common shares per warrant | ' | ' | ' | ' | 1 | ' | ' | ' |
Warrants, exercise price | ' | ' | ' | ' | 0.75 | ' | 0.75 | ' |
Shares issued during the period under the financing agreement | ' | ' | ' | ' | ' | ' | 1,000,000 | ' |
Stock Subscription | ' | -434,507 | -527,211 | ' | ' | ' | ' | ' |
Warrant term | ' | ' | ' | ' | '1 year 6 months | ' | '1 year 6 months | ' |
Warrants outstanding | ' | ' | ' | ' | ' | ' | ' | 2,210,884 |
Common stock, par value | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' |
Warrants_Details_Narrative
Warrants (Details Narrative) (USD $) | 1 Months Ended | 9 Months Ended | 3 Months Ended | 4 Months Ended | 9 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, 2013 | Sep. 30, 2013 | 20-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 | |
United Fleet Financing - Financing and Subordinated Promissory Note | United Fleet Financing - Financing and Subordinated Promissory Note | United Fleet Financing - Financing and Subordinated Promissory Note | United Fleet Financing - Financing and Subordinated Promissory Note | $2,000,000 UFF Financing Agreement | $2,000,000 UFF Financing Agreement | Related Party | Hartford Equity Inc | Newmarket Traders LTD | Third Party Lender | Third Party Lender | Related Party | |||
Weighted average grant-date fair value of warrants granted | $0.65 | $0.91 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants granted and vested | $249,638 | $21,956 | $298,041 | ' | $411,599 | ' | $442,994 | $531,031 | $6,150 | $914,338 | $224,298 | ' | ' | $37,725 |
Grants | 714,686 | ' | 1,509,091 | ' | 1,886,364 | ' | 1,833,611 | 2,210,884 | 3,000 | 4,000,000 | 1,000,000 | 19,500 | 58,500 | 9,000 |
Debt discount accreted | 9,205 | ' | 10,488 | ' | 11,285 | ' | ' | ' | 1,354 | ' | ' | ' | ' | 11,847 |
Exercise price of warrants | ' | ' | ' | ' | ' | 0.65 | ' | ' | ' | ' | ' | ' | ' | 0.01 |
Notes payable, amount per warrant | ' | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' | 10 | 10 | 10 |
Proceeds from financing agreement | ' | ' | 664,000 | 830,000 | 830,000 | ' | 806,789 | 972,789 | ' | ' | ' | ' | ' | ' |
Debt discount | ' | ' | $205,582 | ' | $301,206 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants_Details
Warrants (Details) (USD $) | 1 Months Ended | 9 Months Ended |
Jul. 31, 2013 | Sep. 30, 2013 | |
Warrants | ||
Number of Units | ' | ' |
Balance, beginning | ' | 342,000 |
Grants | 714,686 | 9,879,036 |
Balance, ending | ' | 10,221,036 |
Exercisable at period end | ' | 10,221,036 |
Weighted-average exercise price | ' | ' |
Exercise price of warrants, beginning | ' | 0.01 |
Grants | ' | 0.7 |
Exercise price of warrants | ' | 0.67 |
Exercisable at period-end | ' | 0.67 |
Weighted-Average Remaining Contractual Term (in years) | ' | ' |
Balance, ending | ' | '2 years 2 months 12 days |
Exercisable at year-end | ' | '2 years 2 months 12 days |
Intrinsic value | ' | ' |
Balance, ending | ' | $102,375 |
Exercisable at year-end | ' | $102,375 |
Warrants_Details_1
Warrants (Details 1) (Warrants, USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Lower Range | ' |
Exercise Price | $0.01 |
Stock Price | $0.26 |
Volatility | 153.81% |
Risk-free interest rate | 0.20% |
Expected Term | '1 year 6 months |
Upper Range | ' |
Exercise Price | $0.75 |
Stock Price | $1.37 |
Volatility | 205.42% |
Risk-free interest rate | 1.78% |
Expected Term | '5 years |
Basic_and_Diluted_Net_Loss_Per2
Basic and Diluted Net Loss Per Share (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Convertible notes payable | ' | ' | ' | ' |
Antidilutive securities | 3,735,044 | 1,175,953 | 3,735,044 | 1,175,953 |
Warrants | ' | ' | ' | ' |
Antidilutive securities | 10,221,036 | 314,285 | 10,221,036 | 314,285 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (Rod McKinley, Resigned Chief Financial Officer, USD $) | 0 Months Ended |
Oct. 15, 2013 | |
Rod McKinley, Resigned Chief Financial Officer | ' |
Base salary | $170,000 |
Options granted | 1,000,000 |
Options granted, exercise price | $0.25 |
Options vesting | 'initial vesting of 100,000 shares, 43,750 shares for each of quarters 1-12, and 93,750 shares for each of quartesr 13-16 |