Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 15, 2014 | Jun. 30, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | '5Barz International, Inc. | ' | ' |
Entity Central Index Key | '0001454124 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $15,481,059 |
Entity Common Stock, Shares Outstanding | ' | 175,773,105 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS: | ' | ' |
Cash | $450,215 | $48,308 |
Inventories | 161,900 | ' |
Note receivable | 65,000 | ' |
Prepaid expenses and deposits | 62,981 | 22,156 |
TOTAL CURRENT ASSETS | 740,096 | 70,464 |
FIXED ASSETS: | ' | ' |
Furniture & equipment, net | 225,983 | 4,406 |
OTHER ASSETS: | ' | ' |
Intangible assets | 3,387,406 | 3,387,406 |
Goodwill | 1,140,246 | 1,140,246 |
TOTAL OTHER ASSETS | 4,527,652 | 4,527,652 |
TOTAL ASSETS | 5,493,731 | 4,602,522 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable and accrued expenses | 1,450,167 | 2,445,410 |
Due to escrow agent | 52,321 | 52,321 |
Derivative liabilities | 60,018 | ' |
Lease obligation ( current portion ) | 60,000 | ' |
Notes payable | 410,183 | 993,554 |
TOTAL CURRENT LIABILITIES | 2,032,689 | 3,491,285 |
Related party loans | ' | 19,850 |
Lease obligation (non- current portion ) | 100,464 | ' |
TOTAL LIABILITIES | 2,133,153 | 3,511,135 |
STOCKHOLDERS' EQUITY | ' | ' |
Common stock, $.001 par value, 250,000,000 shares authorized; 163,909,191 and 117,418,281 shares issued and outstanding as of December 31, 2013 and December 31, 2012, respectively | 163,909 | 117,418 |
Capital in excess of par value | 7,721,140 | 3,226,802 |
Deficit accumulated during the development stage | -5,173,598 | -2,971,099 |
Accumulated other comprehensive income | 29,234 | 4,272 |
Non-controlling interest | 619,893 | 713,994 |
TOTAL STOCKHOLDERS' EQUITY | 3,360,578 | 1,091,387 |
TOTAL AND STOCKHOLDERS' EQUITY | $5,493,731 | $4,602,522 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 163,909,191 | 117,418,281 |
Common stock,outstanding | 163,909,191 | 117,418,281 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 12 Months Ended | 62 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Income Statement [Abstract] | ' | ' | ' |
Sales | ' | ' | ' |
Cost of Sales | ' | ' | ' |
Gross profit | ' | ' | ' |
Operating expenses: | ' | ' | ' |
Amortization and depreciation | 10,512 | 3,520 | 15,085 |
Bank charges and interest | 59,056 | 192,466 | 294,919 |
Sales and marketing expenses | 194,750 | 114,672 | 539,163 |
Research & development | 641,892 | 0 | 641,892 |
General and administrative expenses | 1,792,946 | 2,053,678 | 4,427,343 |
Stock based compensation | 601,113 | ' | 601,113 |
Total operating expenses | 3,300,269 | 2,364,336 | 6,519,515 |
(Loss) from operations | -3,300,269 | -2,364,336 | -6,519,515 |
Other income (expense): | ' | ' | ' |
Interest income | ' | ' | 16,666 |
Currency gains (losses) | ' | -5,215 | -567 |
Change in fair value of derivative liability | -60,018 | 630,086 | 570,068 |
Amortization of debt discount on derivative liability | ' | -132,897 | -132,897 |
Loss on termination of finance agreements | ' | -152,676 | -152,676 |
Loss on conversion of debt | ' | ' | -17,500 |
Change in warrant liability | 8,178 | -2,355 | 5,823 |
Gain on debt settlements | 1,073,009 | ' | 1,072,227 |
Total Other income | -1,003,669 | -336,943 | -1,361,145 |
Net (loss) before non-controlling interest | -2,296,600 | -2,027,393 | -5,158,370 |
Non-controlling interest share of net loss | -94,101 | 109,329 | 15,228 |
Net loss after non-controlling interest | -2,202,499 | -2,136,722 | -5,173,598 |
Basic loss per common share | ($0.02) | ($0.02) | ' |
Weighted average number of shares outstanding | 126,639,034 | 97,532,158 | ' |
Other comprehensive income | ' | ' | ' |
Foreign currency translation gain | 24,962 | 4,272 | ' |
Other comprehensive income | 24,962 | 4,272 | ' |
Comprehensive loss | ($2,177,537) | ($2,132,450) | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | 62 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($2,296,600) | ($2,027,393) | ($5,158,370) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Amortization & depreciation | 10,512 | 3,520 | 14,501 |
Amortization of debt discount | ' | 132,897 | 132,897 |
Non - controlling interest share of net loss | ' | ' | -257 |
Stock based compensation | 601,113 | 7,113 | 608,226 |
Change in fair value of derivative liability | 60,018 | -541,450 | -481,432 |
Change in debt discount on convertible notes | ' | 20,180 | 20,180 |
Change in warrant liability | -8,178 | 14,968 | 6,790 |
Common shares issued for services | 228,740 | 798,463 | 1,034,703 |
Gain on settlement of debts | -1,073,009 | ' | -1,073,009 |
Changes in operating assets and liabilities: | ' | ' | ' |
Change in inventory | -161,900 | ' | -161,900 |
Change in note receivable | -65,000 | ' | -65,000 |
Change in accounts payable and accrued expenses | 406,397 | 379,118 | 1,021,961 |
Change in prepaid expenses and deposits | -40,825 | -2,997 | -43,822 |
Change in unpaid interest and penalties on notes payable | 108,377 | 359,698 | 490,908 |
Change in amount due to escrow agent | ' | -712 | 52,321 |
Net cash from (used in) operating activities | -2,230,355 | -856,594 | -3,601,301 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Deposit on investment in CelLynx | ' | ' | -170,000 |
Cash in CelLynx - date of acquisition | ' | 3,260 | 3,260 |
Acquisition of intangible assets | ' | -4,808 | -4,808 |
Purchase of furniture and equipment assets | -62,293 | ' | -66,946 |
Net cash used in investing activities | -62,293 | -1,548 | -238,494 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Payments under line of credit agreement CelLynx | ' | ' | -250,152 |
Payment of amount due to CelLynx - intellectual property acquisition | ' | ' | -242,865 |
Proceeds from issuance of convertible notes | 35,000 | 293,500 | 442,139 |
Payments of amounts due to related party | -19,850 | -100,587 | -464,172 |
Proceeds used to settle notes payable | -357,583 | -68,318 | -425,901 |
Proceeds from issuance of common stock | 2,930,750 | 520,000 | 4,840,597 |
Proceeds from issuance of common stock by subsidiary - 5BARz AG | 91,276 | 203,230 | 371,131 |
Principal payments of capital leases | -10,000 | ' | -10,000 |
Subscription receivable | ' | 5,144 | ' |
Net cash provided by financing activities | 2,669,593 | 852,969 | 4,270,777 |
Effect of foreign currency exchange | 24,962 | 4,272 | 29,234 |
NET INCREASE IN CASH | 401,907 | -901 | 450,215 |
CASH, BEGINNING OF PERIOD | 48,308 | 49,209 | 0 |
CASH, END OF PERIOD | 450,215 | 48,308 | 450,215 |
Supplementary disclosure of Cash Flow Information | ' | ' | ' |
Cash paid for interest | 8,915 | 17,506 | 69,818 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ' | ' | ' |
Common stock issued upon acquisition of CelLynx Group, Inc. | ' | 250,000 | 250,000 |
Settlement of prepaid deposit upon acquisition of CelLynx Group, Inc. | ' | 170,000 | 170,000 |
Fair market value of notes converted upon acquisition of CelLynx Group, Inc. | ' | 455,000 | 455,000 |
Fair market value of net assets acquired | ' | 875,000 | 875,000 |
Conversion of notes payable - CelLynx Group,Inc. & 5BARz | 30,500 | 69,900 | 100,400 |
Investment in CelLynx intellectual property for shares | ' | 1,800,000 | 1,800,000 |
Replacement of common shares acquired with a convertible note | 80,000 | ' | 80,000 |
Issuance of convertible note in lieu of accounts payable | 147,428 | ' | 147,428 |
Shares issued to settle interest on notes payable | 7,500 | ' | 7,500 |
Settlement of accounts payable with common stock | 1,270,193 | ' | 1,270,193 |
Settlement of notes payable with common stock | 514,398 | ' | 514,398 |
Lease obligation | $160,464 | ' | $160,464 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders Equity (USD $) | Common Stock | Excess of Par Value | Subscription Receivable | Deficit Accumulated During Development Stage | Noncontrolling Interest | Other Comprehensive Income | Total |
Beginning Balance, Amount at Nov. 16, 2008 | ' | ' | ' | ' | ' | ' | ' |
Founder Shares Issued, Shares | 7,100,000 | ' | ' | ' | ' | ' | ' |
Founder Shares Issued, Amount | $7,100 | ' | ' | ' | ' | ' | $7,100 |
Issuance of Common Stock , shares | 1,776,100 | ' | ' | ' | ' | ' | ' |
Issuance of Common Stock , amount | 1,776 | 15,969 | ' | ' | ' | ' | 17,745 |
Stock Subscription Receivable | ' | ' | -425 | ' | ' | ' | -425 |
Net loss | ' | ' | ' | -4,888 | ' | ' | -4,888 |
Ending Balance, Amount at Dec. 31, 2008 | 8,876 | 15,969 | -425 | -4,888 | ' | ' | 19,532 |
Ending Balance, Shares at Dec. 31, 2008 | 8,876,100 | ' | ' | ' | ' | ' | ' |
Stock Subscription Receivable | ' | ' | 425 | ' | ' | ' | 425 |
Net loss | ' | ' | ' | -19,220 | ' | ' | -19,220 |
Ending Balance, Amount at Dec. 31, 2009 | 8,876 | 15,969 | ' | -24,108 | ' | ' | 737 |
Beginning Balance, Shares at Dec. 31, 2009 | 8,876,100 | ' | ' | ' | ' | ' | ' |
Initiated 18:1 stock split, Shares | 150,893,700 | ' | ' | ' | ' | ' | ' |
Initiated 18:1 stock split, Amount | 150,894 | -150,894 | ' | ' | ' | ' | ' |
Shares cancelled, Shares | -87,800,000 | ' | ' | ' | ' | ' | ' |
Shares cancelled, Amount | -87,800 | 87,800 | ' | ' | ' | ' | ' |
Issuance of Common Stock , shares | 15,600,000 | ' | ' | ' | ' | ' | ' |
Issuance of Common Stock , amount | 15,600 | -1,950 | ' | ' | ' | ' | 13,650 |
Net loss | ' | ' | ' | -29,122 | ' | ' | -29,122 |
Ending Balance, Amount at Dec. 31, 2010 | 87,570 | -49,075 | ' | -53,230 | ' | ' | -14,735 |
Ending Balance, Shares at Dec. 31, 2010 | 87,500,000 | ' | ' | ' | ' | ' | ' |
Beginning Balance, Amount at Nov. 30, 2010 | ' | ' | ' | ' | ' | ' | ' |
Shares issued - Investement in CelLynx Group Inc, shares | 15,600,000 | ' | ' | ' | ' | ' | ' |
Ending Balance, Amount at Dec. 31, 2010 | 87,570 | -49,075 | ' | -53,230 | ' | ' | -14,735 |
Ending Balance, Shares at Dec. 31, 2010 | 87,500,000 | ' | ' | ' | ' | ' | ' |
Issuance of Common Stock , shares | 2,182,290 | ' | ' | ' | ' | ' | ' |
Issuance of Common Stock , amount | 2,182 | 1,358,258 | ' | ' | ' | ' | 1,360,440 |
Shares issued for Services, shares | 75,000 | ' | ' | ' | ' | ' | ' |
Shares issued for Services, amount | 75 | 7,425 | ' | ' | ' | ' | 7,500 |
Conversion of convertible note, shares | 355,695 | ' | ' | ' | ' | ' | ' |
Conversion of convertible note, amount | 356 | 70,782 | ' | ' | ' | ' | 71,139 |
Proceeds on share sales - 5BARz AG | ' | 75,840 | ' | ' | ' | ' | 75,840 |
Net loss | ' | ' | ' | -781,147 | ' | ' | -781,147 |
Minority Interest | ' | ' | ' | ' | 528 | ' | 528 |
Ending Balance, Amount at Dec. 31, 2011 | 90,183 | 1,463,231 | 0 | -834,377 | 528 | ' | 719,565 |
Ending Balance, Shares at Dec. 31, 2011 | 90,182,785 | ' | ' | ' | ' | ' | ' |
Issuance of Common Stock , shares | 6,541,667 | ' | ' | ' | ' | ' | ' |
Issuance of Common Stock , amount | 6,542 | 513,458 | ' | ' | ' | ' | 520,000 |
Shares issued for Services, shares | 10,042,491 | ' | ' | ' | ' | ' | ' |
Shares issued for Services, amount | 10,042 | 778,421 | ' | ' | ' | ' | 798,463 |
Stock option expense | ' | 7,113 | ' | ' | ' | ' | 7,113 |
Conversion of convertible note, shares | 401,338 | ' | ' | ' | ' | ' | ' |
Conversion of convertible note, amount | 401 | 11,599 | ' | ' | ' | ' | 12,000 |
Proceeds on share sales - 5BARz AG | ' | 203,230 | ' | ' | ' | ' | 203,230 |
Shares issued - Investement in CelLynx Group Inc, shares | 1,250,000 | ' | ' | ' | ' | ' | ' |
Shares issued - Investement in CelLynx Group Inc, amount | 1,250 | 248,750 | ' | ' | ' | ' | 250,000 |
Intangible assets, shares | 9,000,000 | ' | ' | ' | ' | ' | ' |
Intangible assets, amount | 9,000 | 1,791,000 | ' | ' | ' | ' | 1,800,000 |
Elimination of Cellynx investement in 5Barz | ' | -1,800,000 | ' | ' | ' | ' | -1,800,000 |
Net loss | ' | ' | ' | -2,136,722 | 109,329 | ' | -2,027,393 |
Foreign Currency Gain | ' | ' | ' | ' | ' | 4,272 | 4,272 |
Other | ' | ' | ' | ' | 10,273 | ' | 10,273 |
Sale of non-controlling interest | ' | ' | ' | ' | 10,531 | ' | 10,531 |
Effect of CelLynx consolidation | ' | ' | ' | ' | 583,333 | ' | 583,333 |
Ending Balance, Amount at Dec. 31, 2012 | 117,418 | 3,226,802 | 0 | -2,971,099 | 713,994 | 4,272 | 1,091,387 |
Ending Balance, Shares at Dec. 31, 2012 | 117,418,281 | ' | ' | ' | ' | ' | ' |
Beginning Balance, Amount at Dec. 28, 2012 | ' | ' | ' | ' | ' | ' | ' |
Issuance of Common Stock , amount | 20,000 | ' | ' | ' | ' | ' | ' |
Shares issued for Services, amount | 112,500 | ' | ' | ' | ' | ' | ' |
Ending Balance, Amount at Dec. 31, 2012 | 117,418 | 3,226,802 | 0 | -2,971,099 | 713,994 | 4,272 | 1,091,387 |
Ending Balance, Shares at Dec. 31, 2012 | 117,418,281 | ' | ' | ' | ' | ' | ' |
Shares cancelled, Shares | -1,600,000 | ' | ' | ' | ' | ' | ' |
Shares cancelled, Amount | -1,600 | -78,400 | ' | ' | ' | ' | -80,000 |
Issuance of Common Stock , shares | 35,775,000 | ' | ' | ' | ' | ' | ' |
Issuance of Common Stock , amount | 35,775 | 2,894,975 | ' | ' | ' | ' | 2,930,750 |
Shares issued for Services, shares | 3,581,200 | ' | ' | ' | ' | ' | ' |
Shares issued for Services, amount | 3,581 | 225,159 | ' | ' | ' | ' | 228,740 |
Stock option expense | ' | 592,622 | ' | ' | ' | ' | 592,622 |
Conversion of convertible note, shares | 25,000 | ' | ' | ' | ' | ' | ' |
Conversion of convertible note, amount | 25 | 4,975 | ' | ' | ' | ' | 5,000 |
Shares issued for Debt, shares | 8,689,710 | ' | ' | ' | ' | ' | ' |
Shares issued for Debt, amount | 8,690 | 763,751 | ' | ' | ' | ' | 772,441 |
Proceeds on share sales - 5BARz AG | ' | 91,276 | ' | ' | ' | ' | 91,276 |
Share price adjustment, shares | 20,000 | ' | ' | ' | ' | ' | ' |
Share price adjustment, amount | 20 | -20 | ' | ' | ' | ' | 0 |
Net loss | ' | ' | ' | -2,202,499 | -94,101 | ' | -2,296,600 |
Foreign Currency Gain | ' | ' | ' | ' | ' | 24,962 | 24,962 |
Ending Balance, Amount at Dec. 31, 2013 | 163,909 | 7,721,140 | ' | -5,173,598 | 619,893 | 29,234 | 3,360,578 |
Ending Balance, Shares at Dec. 31, 2013 | 163,909,191 | ' | ' | ' | ' | ' | ' |
Beginning Balance, Amount at Dec. 29, 2013 | ' | ' | ' | ' | ' | ' | ' |
Shares issued for Services, amount | 71,750 | ' | ' | ' | ' | ' | ' |
Ending Balance, Amount at Dec. 31, 2013 | $163,909 | ' | ' | ' | ' | ' | ' |
Ending Balance, Shares at Dec. 31, 2013 | 163,909,191 | ' | ' | ' | ' | ' | ' |
Organization_Going_Concern_and
Organization, Going Concern and Development Stage | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Organization, Going Concern and Development Stage | ' |
Note 1 – Organization, Going Concern and Development Stage | |
The Company was incorporated under the laws of the State of Nevada on November 14, 2008. The Company was originally named “Bio-Stuff” and was a designated shell corporation from inception to the date of acquisition of the 5BARz assets. | |
In 2010 the Company changed its name to 5BARz International, Inc. and the Company acquired a set of agreements for certain intellectual property underlying the 5BARz™ products, and marketing rights. The 5BARz products are highly engineered wireless units referred to as “cellular network infrastructure devices”. The 5BARz™ device captures cell signal and provides a smart amplification and resend of that cell signal giving the user improved cellular reception in their home, office or while mobile. Pursuant to the agreements referred to above, the Company was engaged as the exclusive agent for the global sales and marketing of the 5BARz™ products. On March 29, 2012, 5BARz International, Inc. acquired a 60% controlling interest in CelLynx Group, Inc. and a 60% interest in the intellectual property underlying the 5BARz™ products. | |
On November 6, 2011, the Company incorporated a subsidiary Company in Zurich, Switzerland called 5BARz AG which is a 94.3% held subsidiary at December 31, 2013. This entity has been granted the license for the marketing and distribution rights for 5BARz™ products in Germany, Austria and Switzerland. . | |
These financial statements reflect the financial position for the Company and its subsidiary companies 5BARz AG, CelLynx Group Inc. and its wholly owned subsidiary CelLynx Inc. as at December 31, 2013. Results of operations for subsidiary Companies are reflected only from the date of acquisition of that subsidiary for the period indicated in the respective statement. | |
Going concern | |
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a development stage company and has not commenced planned principal operations. As shown in the accompanying consolidated financial statements, the Company has incurred recurring losses for the period from November 14, 2008 (date of inception) through December 31, 2013 of $5,158,370. The Company has negative cash flows from operations since inception of $3,601,301 and has an accumulated deficit of $5,173,598 at December 31, 2013. The Company has generated no revenues to date. The Company is seeking additional sources of equity or debt financing, and there is no assurance these activities will be successful. These factors raise substantial doubt about the Company’s ability to continue as a going concern and the Company’s continued existence is dependent upon adequate additional financing being raised to develop its sales and marketing program for the sales of 5BARz™ product and commence its planned operations. | |
The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. | |
Development stage | |
The Company is considered to be a development stage entity as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915. The Company has been a development stage entity since November 14, 2008 its inception. The Company has not generated any revenue to date. |
Summary_of_significant_account
Summary of significant accounting policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of significant accounting policies | ' | ||||||||||||||||
Note 2 - Summary of significant accounting policies | |||||||||||||||||
Basis of presentation | |||||||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements include the accounts of 5BARz International Inc., and its 94.3% owned subsidiary, 5BARz AG, and it’s 60% owned subsidiary CelLynx Group, Inc. and that Company’s 100% owned subsidiary CelLynx, Inc. All intercompany accounts and transactions have been eliminated upon consolidation. | |||||||||||||||||
Cash | |||||||||||||||||
Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of one year or less. | |||||||||||||||||
Use of estimates | |||||||||||||||||
The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include impairment analysis for long lived assets, income taxes, litigation and valuation of derivative instruments. Actual results could differ from those estimates. | |||||||||||||||||
Concentration of credit risk | |||||||||||||||||
Cash includes deposits in accounts maintained at financial institutions. Certain financial instruments, which subject the Company to concentration of credit risk, consist of cash. The Company maintains balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for the banks located in the United States. As of December 31, 2013 and 2012, the Company did not have any deposits in excess of federally-insured limits. To date, the Company has not experienced any losses in such accounts. | |||||||||||||||||
Research and Development Costs | |||||||||||||||||
Research and Development costs are charged to expense as incurred. The costs of materials and equipment that are required or constructed for research and development activities, and have alternative future uses (either in research and development, marketing or production), are classified as property and equipment and depreciated over their estimated useful lives. | |||||||||||||||||
Furniture & equipment | |||||||||||||||||
Furniture & equipment is recorded at historical cost and is depreciated using the straight-line method over their estimated useful lives. The useful life and depreciation method are reviewed periodically to ensure that the depreciation method and period are consistent with the anticipated pattern of future economic benefits. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains and losses on disposals are included in the results of operations. The useful life of the equipment is being depreciated over three to seven years. | |||||||||||||||||
Inventory | |||||||||||||||||
Inventories are carried at the lower of cost and net realizable value. Cost is determined using the weighted-average method. As of December 31, 2013 the Company’s inventory included 1,000 units of Road Warrior cellular networks extenders. | |||||||||||||||||
Goodwill and other intangible assets | |||||||||||||||||
The Company accounts for goodwill and intangible assets in accordance with the accounting guidance which requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. The Accounting Standards Codification (“Codification”) requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. | |||||||||||||||||
When testing goodwill for impairment, the Company may assess qualitative factors for some or all of its reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all of our reporting units and perform a detailed quantitative test of impairment (step 1). If the Company performs the detailed quantitative impairment test and the carrying amount of the reporting unit exceeds its fair value, the Company would perform an analysis (step 2) to measure such impairment. In 2013, the Company first performed a qualitative assessment to identify and evaluate events and circumstances to conclude whether it is more likely than not that the fair value of the Company’s reporting unit is less than its carrying amount. Based on the Company’s qualitative assessments, the Company concluded that a positive assertion can be made from the qualitative assessment that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. In accordance with the Codification, the Company reviews the carrying value of its intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset group, if any, exceeds its fair market value. No impairment was deemed to exist as of December 31, 2013 and 2012. | |||||||||||||||||
Long-Lived Assets Subject to Amortization | |||||||||||||||||
The Company amortizes intangible assets with finite lives over their estimated useful lives and reviews them for impairment annually or whenever an impairment exists. The Company continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company uses an estimate of the related undiscounted cash flows in measuring whether the long-lived asset should be written down to fair value. Measurement of the amount of impairment would be based on generally accepted valuation methodologies, as deemed appropriate. There were no long-lived assets impairment charges recorded during the years ended December 31, 2013 and 2012. | |||||||||||||||||
Revenue recognition | |||||||||||||||||
The Company's revenue recognition policies are in compliance with ASC Topic 605, “Revenue Recognition.” Revenue is recognized at the date of shipment to customers, and when the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. | |||||||||||||||||
Foreign currency translation | |||||||||||||||||
Transactions in foreign currencies have been translated into US dollars using the temporal method. The functional currency of the Company’s subsidiary 5BARz AG, is its local currency (Swiss Franc – CHF). Under this method, monetary assets and liabilities are translated at the year-end exchange rate. Non-monetary assets have been translated at the historical rate of exchange prevailing at the date of the transaction. Expenses have been translated at the exchange rate at the time of the transaction. Realized and unrealized foreign exchange gains and losses are included in operations. | |||||||||||||||||
Fair value of financial instruments | |||||||||||||||||
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities, approximate fair value due to the short-term nature of these instruments. | |||||||||||||||||
Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: | |||||||||||||||||
• | Level 1. Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
• | Level 2. Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. | ||||||||||||||||
• | Level 3. Significant unobservable inputs that cannot be corroborated by market data. | ||||||||||||||||
The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the assets that are measured at fair value on a recurring basis. | |||||||||||||||||
Consolidated | Quoted Prices in Active Markets for Identical Assets or Liabilities | Quoted Prices for Similar Assets or Liabilities in Active Markets | Significant | ||||||||||||||
Balance Sheet | (Level 1) | (Level 2) | Unobservable | ||||||||||||||
Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Derivative Liabilities: | |||||||||||||||||
31-Dec-13 | $ | 60,018 | $ | — | $ | — | $ | 60,018 | |||||||||
31-Dec-12 | $ | — | $ | — | $ | — | $ | — | |||||||||
The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis: | |||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Beginning balance | $ | — | $ | — | |||||||||||||
Aggregate fair value of conversion feature upon issuance | 57,995 | 469,332 | |||||||||||||||
Change in fair value of derivative liabilities | 2,023 | (469,332 | ) | ||||||||||||||
Ending balance | $ | 60,018 | $ | — | |||||||||||||
The derivative conversion feature liabilities are measured at fair value using the Black-Scholes pricing model and are classified within Level 3 of the valuation hierarchy. The significant assumptions and valuation methods that the Company used to determine fair value and the change in fair value of the Company’s derivative financial instruments are provided below: | |||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Stock price | $ | 0.25 | $ | 0.05 | |||||||||||||
Volatility | 211 | % | 240 | % | |||||||||||||
Risk-free interest rate | 0.04 | % | 0.04 | % | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Expected life | 0.002 years | 0.02 years | |||||||||||||||
Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivate liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting and finance department, which reports to the Chief Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting and finance department with support from the Company’s consultants and which are approved by the Chief Financial Officer. | |||||||||||||||||
Level 3 financial liabilities consist of the derivative liabilities for which there is no current market such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. | |||||||||||||||||
The Company uses the Black-Scholes option valuation model to value Level 3 financial liabilities at inception and on subsequent valuation dates. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as, volatility. | |||||||||||||||||
As of December 31, 2013 there were no transfers in or out of Level 3 from other levels in the fair value hierarchy. | |||||||||||||||||
Derivative Instruments | |||||||||||||||||
The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liability at the fair value of the instrument on the reclassification date. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation.” ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, the Company’s volatility is based on the historical volatility of the Company’s stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. | |||||||||||||||||
The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined in accordance with ASC 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/seller market transaction. | |||||||||||||||||
The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. | |||||||||||||||||
Income taxes | |||||||||||||||||
The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||||||||||||
Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company is open for examination for the years 2009, 2010, 2011, 2012 and 2013. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended December 31, 2013 and 2012. | |||||||||||||||||
Net loss per share | |||||||||||||||||
The Company reports loss per share in accordance with the ASC Topic 260, “Earnings Per Share.”, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. These potentially dilutive securities of 49,855,171 and 8,540,000, respectively were not included in the calculation of loss per common share for the years ended December 31, 2013 or 2012 because their effect would be anti-dilutive. The weighted average number of shares outstanding does not include reciprocal shareholdings, held by the Company’s subsidiary, CelLynx Group, Inc. which is reflected as a reduction in capital in excess of par value on the Company’s balance sheet. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In July 2012, the FASB issued ASU 2012-02, “Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment." This ASU simplifies how entities test indefinite-lived intangible assets for impairment which improve consistency in impairment testing requirements among long-lived asset categories. These amended standards permit an assessment of qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. For assets in which this assessment concludes it is more likely than not that the fair value is more than its carrying value, these amended standards eliminate the requirement to perform quantitative impairment testing as outlined in the previously issued standards. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, early adoption is permitted. The adoption of this standard did not have a material impact on the Company’s consolidated financial position and results of operations. | |||||||||||||||||
In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). The amendment requires disclosure of information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, disclosure is required, either on the face of the statement where net income is presented or in the notes, of significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The new requirements are effective for public companies in interim and annual reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02 as of January 1, 2013 did not have an impact on the Company's consolidated financial statements. | |||||||||||||||||
The FASB has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carry-forward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company has not yet determined the effect of the adoption of this standard and it is expected to have a material impact on the Company’s consolidated financial position and results of operations. | |||||||||||||||||
FASB, the Emerging Issues Task Force and the SEC have issued certain other accounting standards, updates, and regulations as of December 31, 2013 that will become effective in subsequent periods; however, management does not believe that any of those updates would have significantly affected our financial accounting measures or disclosures had they been in effect during 2013 or 2012, and it does not believe that any of those pronouncements will have a significant impact on our consolidated financial statements at the time they become effective. |
Furniture_and_Equipment
Furniture and Equipment | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Notes to Financial Statements | ' | ||||||
Furniture and Equipment | ' | ||||||
Note 3 – Furniture & equipment | |||||||
Furniture & Equipment consisted of the following at December 31, 2013 and December 31, 2012: | |||||||
31-Dec-13 | 31-Dec-12 | ||||||
Office furniture and equipment | $ | 70,804 | $ | 14,532 | |||
Research and development equipment (i) | 169,350 | - | |||||
Leasehold improvements | 6,940 | - | |||||
247,094 | 14,532 | ||||||
Accumulated amortization & depreciation | (21,111 | ) | -10,126 | ||||
Furniture & equipment net | $ | 225,983 | $ | 4,406 | |||
During the year ended December 31, 2013 the Company incurred amortization and depreciation expense of $10,985, (2012 - $1,451), and $15,558 from November 14, 2008 (date of inception) to December 31, 2013. | |||||||
(i) | The research and development equipment was subject to the terms of a capital lease agreement. (See Note 9) | ||||||
Long_lived_assets_and_goodwill
Long lived assets and goodwill subject to amortization | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Intangible assets and goodwill | ' | ||||||||
Note 4 – Long lived assets subject to amortization | |||||||||
Intangible assets are comprised of technology, trademarks and license rights which are recorded at cost. Patents and trademarks are amortized on a straight-line basis over a period not to exceed 20 years and 10 years, respectively. License rights are amortized over the period of the respective license agreement. | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Technology | $ | 3,015,794 | $ | 3,015,794 | |||||
Marketing and distribution agreement | 370,000 | 370,000 | |||||||
Trademarks | 264 | 264 | |||||||
License rights | 1,348 | 1,348 | |||||||
3,387,406 | 3,387,406 | ||||||||
Accumulated amortization | - | - | |||||||
Technology and other intangibles, net | $ | 3,387,406 | $ | 3,387,406 | |||||
During the years ended December 31, 2013 and 2012 no amortization has been recorded on technology and other intangibles. The intangible assets will commence amortization with the initial commercial production (2014) of products incorporating the related technology. The Company’s estimated technology amortization over the next five years is expected to be $887,000. | |||||||||
Marketing and distribution agreement will also commence amortization when the Company delivers its first product in 2014. | |||||||||
The estimated amortization of intangible assets for the five years ended December 31, 2018 and thereafter is as follows: | |||||||||
For the years ended | |||||||||
December 31, | Marketing and | Trademark & license | |||||||
Total | Technology | distribution agreement | agreements | ||||||
2014 | $ | 251,722 | $ | 177,400 | $ | 74,000 | $ | 322 | |
2015 | 251,722 | 177,400 | 74,000 | 322 | |||||
2016 | 251,722 | 177,400 | 74,000 | 322 | |||||
2017 | 251,722 | 177,400 | 74,000 | 322 | |||||
2018 | 251,724 | 177,400 | 74,000 | 324 | |||||
Future years | 2,128,794 | 2,128,794 | - | - | |||||
$ | 3,387,406 | $ | 3,015,794 | $ | 370,000 | $ | 1,612 | ||
Goodwill
Goodwill | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||
Goodwill | ' | ||||||
Note 5 - Goodwill | |||||||
The changes in the carrying amount of goodwill for the years ended December 31, 2013 and December 31, 2012 is as follows: | |||||||
31-Dec-13 | 31-Dec-12 | ||||||
Goodwill – beginning of year | $ | 1,140,246 | $ | - | |||
Acquisition of CelLynx Group, Inc. | - | 556,913 | |||||
Fair value of non-controlling interest | - | 583,333 | |||||
Goodwill – end of year | $ | 1,140,246 | $ | 1,140,246 | |||
Income_taxes
Income taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Schedule of Investments [Abstract] | ' | ||||||||
Income taxes | ' | ||||||||
Note 6 - Income taxes: | |||||||||
The domestic and foreign components of income (loss) before income taxes from continuing operations are as follows: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Domestic | $ | (2,251,545 | ) | $ | (1,882,912 | ) | |||
Foreign | (45,055 | ) | (144,481 | ) | |||||
Loss from continuing operation before | $ | (2,296,600 | ) | $ | (2,027,393 | ) | |||
provision for income taxes | |||||||||
The income tax provision (benefit) consists of the following: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Foreign | |||||||||
Current | $ | 0 | $ | 0 | |||||
Deferred | (9,912 | ) | (46,159 | ) | |||||
US federal | |||||||||
Current | 0 | 0 | |||||||
Deferred | (604,970 | ) | (980.972 | ) | |||||
State & local | |||||||||
Current | 0 | 0 | |||||||
Deferred | (214,066 | ) | (84,897 | ) | |||||
Total | (828,948 | ) | (1,112,028 | ) | |||||
Change in valuation allowance | 828,948 | 1,112,028 | |||||||
Income tax provision (benefit) | $ | 0 | $ | 0 | |||||
The provision (benefit) for income taxes using the statutory federal tax rate as compared to the Company’s effective tax rate is summarized as follows: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
US federal statutory income tax rate (benefit) | (34.0 | %) | (34.0 | %) | |||||
State income taxes | (5.8 | %) | (2.3 | %) | |||||
Fair value of beneficial conversion feature | 1 | % | (7.5 | %) | |||||
Acquired deferred balances | 0 | % | (11.2 | %) | |||||
Stock based compensation | 10.4 | % | 0 | % | |||||
Other permanent differences | 0.5 | % | 0.1 | % | |||||
Change in valuation allowance | 27.9 | % | 54.9 | % | |||||
Effective rate | 0 | % | 0 | % | |||||
The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Deferred tax assets | |||||||||
Net operating loss carryovers | $ | 2,077,660 | $ | 1,261,422 | |||||
R&D credit | 66,017 | 0 | |||||||
Accrued compensation | 202,375 | 167,355 | |||||||
Stock-based compensation | 2,833 | 2,833 | |||||||
Total deferred tax assets | 2,348,886 | 1,431,610 | |||||||
Valuation allowance | (2,163,259 | ) | (1,334,310 | ) | |||||
Deferred tax asset, net of valuation allowance | 185,627 | 97,300 | |||||||
Deferred tax liabilities | |||||||||
Fixed asset depreciation | (14,024 | ) | (170 | ) | |||||
Intangible asset amortization | (171,602 | ) | (97,130 | ) | |||||
Total deferred tax liabilities | (185,627 | ) | (97,300 | ) | |||||
Net deferred tax asset (liability) | $ | 0 | $ | 0 | |||||
As of December 31, 2013, the Company had approximately $5,075,000 and $2,950,000 of U.S. federal and state net operating loss carryovers (“NOL’s”), respectively, to offset future taxable income. As of December 31, 2012, the Company had approximately $3,375,000 and $1,159,000 of U.S. federal and state NOL’s, respectively, to offset future taxable income. The U.S. federal and state net operating loss carryovers begin expiring in 2025. In accordance with section 382 of the Internal Revenue Code, deductibility of the Company’s U.S. net operating loss carryovers may be subject to an annual limitation in the event of a change of control. Management has performed a preliminary evaluation as to whether a change in control has taken place, and has concluded that there was a change of control with respect to the NOL’s of CelLynx Group, Inc. when the Company acquired its 60% ownership interest in March 2012. | |||||||||
Therefore, the NOL’s of CelLynx Group Inc. will be subject to an annual limitation of approximately $8,700 as determined under the regulations. Due to the annual limitation, management has determined that $8,600,000 of the NOL’s of CelLynx Group, Inc. will expire unused and has reduced the related deferred tax asset accordingly. | |||||||||
The Company has not filed its tax return for the tax years 2011 (CelLynx), 2012 and 2013. The net operating losses and tax credit from those years will not be available until the Company files the tax returns. | |||||||||
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance for all periods. For the years ended December 31, 2013 and 2012, the change in the valuation allowance was $828,949 and $1,334,310, respectively. | |||||||||
The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as "unrecognized benefits." A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise's potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. | |||||||||
Interest costs related to unrecognized tax benefits are required to be calculated (if applicable) and would be classified as "Interest expense, net" in the statements of operation. Penalties would be recognized as a component of "General and administrative expenses." | |||||||||
No interest or penalties were recorded during the year ended December 31, 2013 and December 31, 2012. As of December 31, 2013 and December 31, 2012 no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. | |||||||||
The Company files U.S. federal and state income tax returns. These tax returns are subject to examination by tax authorities for years beginning in December 31, 2009. 5BARz AG files foreign tax returns in Switzerland. These tax returns are subject to examination by tax authorities for years beginning in 2011. | |||||||||
Foreign earnings are considered to be indefinitely reinvested; accordingly, no provision for US federal and state income taxes has been provided thereon. Upon repatriation of earnings, in the form of dividends or otherwise, the Company would be subject to both US income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred US income tax liability is not practicable due to recurring losses; however, unrecognized foreign tax credit carryforwards would be available to reduce some portion of the US liability. |
Cumulative_Sales_of_Stock
Cumulative Sales of Stock | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Common Stock | ' |
Note 7 - Cumulative sales of stock | |
Since its inception, we have issued shares of common stock as follows: | |
On November 14, 2008, the Companies Directors authorized the issuance of 7,100,000 founder shares at par value of $0.001. These shares are restricted under rule 144 of the Securities Exchange Commission. | |
On various days in December 2008, our Directors authorized the issuance of 1,776,100 shares of common stock at a price of $0.01 per share as fully paid and non-assessable to the subscriber. These shares are not restricted and are free trading. | |
On November 15, 2010, our Directors initiated a forward stock split of 18:1 and increased the authorized shares from 100,000,000 to 250,000,000 | |
On December 30, 2010, the Directors approved the cancellation of 87,800,000 shares of common stock. | |
On December 31, 2010, the Directors issued 15,600,000 shares in conjunction with the acquisition of certain assets, more fully described in Note 7. | |
On January 10, 2011 the Company issued 300,000 shares of common stock at a price of $1.00 per share for aggregate proceeds of $300,000. | |
On January 15, 2011 the Company issued 200,000 shares of common stock at a price of $1.00 per share for aggregate proceeds of $200,000. | |
On March 9, 2011 the Company issued 150,000 shares of common stock at a price of $1.00 per share for aggregate proceeds of $150,000. | |
On April 4, 2011 the Company issued 350,000 shares of common stock at a price of $1.00 per share for aggregate proceeds of $350,000. | |
On April 7, 2011 the Company issued 200,000 shares of common stock at a price of $1.00 per share for aggregate proceeds of $200,000. | |
On June 3, 2011 the Company issued 5,000 shares of common stock at a price of $0.70 per share for aggregate proceeds of $3,500. | |
On July 18, 2011 the Company issued 25,000 shares of common stock at a price of $1.00 per share for aggregate proceeds of $25,000. | |
On July 21, 2011 the Company issued 69,610 shares of common stock at a price of $0.20 per share for aggregate proceeds of $13,922. | |
On July 24, 2011 the Company issued 40,000 shares of common stock at a price of $0.50 per share for aggregate proceeds of $20,000. | |
On October 20, 2011 the Company issued 37,500 shares of common stock at a price of $0.20 per share for aggregate proceeds of $7,500 | |
On November 8, 2011 the Company issued 200,000 shares of common stock at a price of $0.15 per share for aggregate proceeds of $30,000. | |
On December 7, 2011 the Company issued 75,000 shares of common stock at a price of $0.10 per share for services provided in the amount of $7,500. | |
On December 15, 2011 the Company issued 455,180 shares of common stock at a price of $0.10 per share for aggregate proceeds of $45,518. | |
On December 1, 2011 the Company issued 355,695 shares of common stock at a price of $0.20 per share for conversion of a Convertible Debenture Agreement, dated August 15,2011 for a principal amount of Fifty Thousand Euros (€50,000), which bears interest at a rate of 8.5%. The aggregate proceeds amounted to $67,513. | |
On December 19, 2011 the Company issued 150,000 shares of common stock at a price of $0.10 per share for aggregate proceeds of $15,000. | |
In December 2011, 5BARz AG sold 21,000 common shares with a par value of 0.01 per share, at a price of CHF 3.00 ($3.26 US) per share, for aggregate proceeds of CHF 63,000 (US – $75,840). The proceeds received have been credited to additional paid in capital in these consolidated financial statements. | |
On January 12, 2012 the Company issued 300,000 shares of common stock at a price of $0.10 per share for services for aggregate proceeds of $30,000. | |
On February 1, 2012 the Company issued 1,500,000 shares of common stock at a price of $0.10 per share for services for aggregate proceeds of $150,000. | |
On February 1, 2012 the Company issued 50,000 shares of common stock at a price of $0.10 per share for services for aggregate proceeds of $5,000. | |
On February 7, 2012 the Company issued 500,000 shares of common stock at a price of $0.10 per share for aggregate proceeds of $50,000. | |
On February 29, 2012 the Company issued 100,000 shares of common stock for services at a price of $0.4799 per share for aggregate proceeds of $47,990. | |
On February 29, 2012 the Company issued 200,000 shares of common stock for services at a price of $0.10 per share for aggregate proceeds of $20,000. | |
On March 6, 2012 the Company issued 433,334 shares of common stock at a price of $0.12 per share for aggregate proceeds of $52,000. | |
On March 7, 2012 the Company issued 150,000 shares of common stock at a price of $0.12 per share for aggregate proceeds of $18,000. | |
On March 20, 2012 the Company issued 333,334 shares of common stock at a price of $0.15 per share for aggregate proceeds of $50,000. | |
On March 22, 2012 the Company issued 170,000 shares of common stock at a price of $0.15 per share for aggregate proceeds of $25,500. | |
On March 26, 2012 the Company issued 50,000 shares of common stock at a price of $0.12 per share for aggregate proceeds of $6,000. | |
On March 29, 2012 the Company issued 9,000,000 shares of common stock at a price of $0.20 per share in payment to CelLynx Group, Inc. for a 60% for aggregate proceeds of $1,800,000. The shares were issued to acquire the 5BARz cellular technology rights. | |
On March 29, 2012 the Company issued 1,250,000 shares of 5BARz common stock at a price of $0.20 per share for aggregate proceeds of $250,000, plus $170,000 cash, in payment to two founders of CelLynx Group Inc. for 63,412,638 common shares of CelLynx Group, Inc. | |
On April 2, 2012 the Company issued 250,000 shares of common stock for services, at a price of $0.12 per share for an aggregate value of $30,270. | |
On April 18, 2012 the Company issued 100,000 shares of common stock at a price of $0.15 per share for aggregate proceeds of $15,000. | |
On April 30, 2012 the Company issued 125,000 shares of common stock at a price of $0.12 per share for services for an aggregate value of $14,977. | |
On April 30, 2012 the Company issued 66,667 shares of common stock at a price of $0.15 per share for services for an aggregate value of $10,000. | |
On May 3, 2012 the Company issued 80,000 shares of common stock at a price of $0.10 per share for aggregate proceeds of $8,000. | |
On May 14, 2012 the Company issued 20,000 shares of common stock at a price of $0.10 per share for aggregate proceeds of $2,000. | |
On June 12, 2012 the Company issued 95,000 shares of common stock at a price of $0.10 per share for aggregate proceeds of $9,500. | |
On June 21, 2012 the Company issued 2,150,000 shares of common stock at a price of $0.10 per share for services for an aggregate value of $212,685. | |
On June 27, 2012 the Company issued 50,000 shares of common stock at a price of $0.10 per share for aggregate proceeds of $5,000. | |
On July 9, 2012 the Company issued 520,000 shares of common stock at a price of $0.10 per share for aggregate proceeds of $52,000. | |
On July 20, 2012 the Company issued 250,000 shares of common stock at a price of $0.20 per share for services for an aggregate value of $50,000. | |
On August 10, 2012 the Company issued 500,000 shares of common stock at a price of $0.05 per share for aggregate proceeds of $25,000. | |
On August 14, 2012 the Company issued 500,000 shares of common stock at a price of $0.05 per share for aggregate proceeds of $25,000. | |
On August 14, 2012 the Company issued 140,000 units at a price of $0.05 per unit for aggregate proceeds of $7,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term. | |
On September 5, 2012 the Company issued 100,000 units at a price of $0.05 per unit for aggregate proceeds of $5,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term. | |
On September 10, 2012 the Company issued 401,338 shares of common stock at a price of $0.0299 per share as partial conversion of a note payable in settlement of $12,000 due under that note. | |
On September 14, 2012 the Company issued 300,000 shares of common stock at a price of $0.05 per share for aggregate proceeds of $15,000. | |
On October 12, 2012 the Company issued 300,000 units at a price of $0.05 per unit for aggregate proceeds of $15,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term. | |
On October 26, 2012 the Company issued 100,000 shares of common stock at a price of $0.05 per share for aggregate proceeds of $5,000. | |
On December 7, 2012 the Company issued 3,300,824 shares of common stock at a price of $0.05 per share, for services with a total value of $165,041. | |
On December 12, 2012 the Company issued 400,000 units at a price of $0.05 per unit for aggregate proceeds of $20,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term. | |
On December 17, 2012 the Company issued 1,200,000 units at a price of $0.05 per unit for aggregate proceeds of $60,000. Each unit is comprised of one share and one warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term. | |
On December 31, 2012 the Company issued 2,250,000 shares for services at a price of $0.05 per share, for a total value of $112,500. | |
On January 25, 2013 the Company issued 100,000 shares and warrants in settlement of accounts payable for services rendered in the amount of $5,000. | |
On February 12, 2013 the Company issued 125,000 shares of common stock at a price of $0.06 per share as partial settlement of $7,500 due under a note payable. | |
On February 15, 2013 the Company issued 1,440,000 shares of common stock at a price of $0.05 per share, for services with a total value of $72,000. | |
On February 26, 2013 the Company issued 250,000 shares of common stock at a price of $0.04 per share, in settlement of accounts payable with a total value of $10,000. | |
On February 26, 2013 the Company issued 91,780 shares of common stock at a price of $0.05 per share, in settlement of accounts payabe, with a total value of $4,589. | |
On March 1, 2013 the Company issued 175,000 shares of common stock at a price of $0.05 per share, for services with a total value of $8,750. | |
On March 1, 2013 the Company issued 600,000 shares of common stock at a price of $0.05 per share, for aggregate proceeds of $30,000. | |
On March 17, 2013 the Company issued 513,827 shares of common stock at a price of $0.05 per share, in settlement of accounts payable with a total value of $25,691. | |
On March 31, 2013 the Company issued 100,000 shares of common stock at a price of $0.05 per share, in settlement of accounts payable with a total value of $5,000. | |
During the period from January 4, 2013 to June 21, 2013 the Company issued 11,735,000 units at a price of $0.05 per unit for aggregate proceeds of $586,750. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.20 per share acquired, with a two year warrant term. | |
On April 1, 2013 the Company issued 425,000 shares and warrants, with a two year term and $0.20 exercise price, in settlement of accounts payable with a total value of $21,250. | |
On April 10, 2013 the Company issued 600,000 shares of common stock at a price of $0.05 per share, for aggregate proceeds of $30,000. | |
On May 15, 2013 the Company issued 200,000 shares of common stock at a price of $0.05 per share for services with a total value of $10,000. | |
On May 23, 2013 the Company issued 200,000 shares and warrants, with a two year term and $0.20 exercise price, in settlement of accounts payable with a total value of $10,000. | |
On May 28, 2013 the Company issued 100,000 shares of common stock at a price of $0.05 per share, for debt with a total value of $5,000. | |
On July 1, 2013 the Company issued 331,200 shares and warrants, with a two year term and $0.20 exercise price, for services with a total value of $66,240. | |
During the period July 25, 2013 to March 6, 2014 the Company issued 29,215,000 units at a price of $0.10 per unit for aggregate proceeds of $2,921,500. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two year term on the attached warrant. The private placement includes proceeds of $637,500 which was raised subsequent to December 31, 2013, and is not included in the balance sheet at December 31, 2013. | |
On November 15, 2013 the Company issued 25,000 shares on partial conversion of a note payable at a price of $0.20 per share for a total debt reduction of $5,000. | |
During the period September 5, 2013 to November 18, 2013 the Company issued 6,044,103 units at a price of $0.10 per unit in order to settle debts, for proceeds of $604,411. Each is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two year term on the attached warrant. | |
On December 31, 2013 the Company issued 740,000 shares and warrants, with a two year term and a $0.30 exercise price for accounts payable with a total value of $74,000. | |
On December 31, 2013 the Company issued 1,435,000 shares and warrants, with a two year term and a $0.20 exercise price for services, with a total value of $71,750. |
Asset_Acquisiton_Agreement
Asset Acquisiton Agreement | 12 Months Ended | ||
Dec. 31, 2013 | |||
Notes to Financial Statements | ' | ||
Asset Acquisiton Agreement | ' | ||
Note 8 - Asset acquisition agreement: | |||
On December 31, 2010, the Company entered into three agreements as follows; | |||
(i) An “Amended and Restated Master Global Marketing and Distribution Agreement.” | |||
(ii) An asset purchase agreement | |||
(iii) A line of credit agreement and security agreement | |||
These agreements with CelLynx Group, Inc. provide for the exclusive global marketing and distribution of the 5BARz™ line of products and related accessories and a 50% ownership interest in the 5BARz™ intellectual property. In addition, a revolving line of credit facility has been made available to CelLynx. | |||
On March 29, 2012, the Company and CelLynx Group Inc. entered into an agreement which provided several amendments to the agreement referred to above. As a result of those amendments, the following arrangements between the Companies were established; | |||
i. 5BARz International, Inc. acquired a 60% interest in the patents and trademarks held by CelLynx Group Inc., referred to as the “5BARz™” technology. That interest in the technology was acquired for proceeds comprised of 9,000,000 shares of the common stock of the Company, valued at the date of acquisition at $0.20 per share or $1,800,000 USD. The acquisition agreement also clarified that the ownership interest in the intellectual property does represent that proportionate interest in income earned from the intellectual property. | |||
ii. The Company agreed to make available to CelLynx Group, Inc a revolving line of credit facility in the amount of $2.2 million dollars of which $730,879 has been advanced as of December 31, 2012. This revolving line of credit facility expires on October 5, 2013. Under the terms of the line of credit facility, the Company has the right to convert amounts due under the facility into common stock of CelLynx, at a conversion rate which is the lesser of a fixed conversion rate of $0.00015 per share or a variable rate which is calculated at 25% of the average lowest three closing bid prices of the CelLynx Group, Inc. common stock for a period which is ten (10) days prior to the date of conversion. This conversion rate was established previously by other parties that have funded CelLynx, and is being matched by 5BARz. At December 31, 2012, the Company had converted $139,200 of the amount due under the revolving line of credit facility for 854,745,971 shares of the capital stock of CelLynx Group, Inc. CelLynx is a consolidated subsidiary of 5BARz International Inc., since March 29, 2012. | |||
iii. Pursuant to the Master Global Marketing and Distribution agreement between 5BARz International Inc and Cellyx Group, Inc., the registrant was obligated to pay to CelLynx Group, Inc a royalty fee amounting to 50% of the Company’s Net Earnings, from products or license arrangements related to the 5BARz™ technology, in a ratio equal to the CelLynx proportionate interest in that technology. That fee would be paid on a quarterly basis, payable in cash or immediately available funds and shall be due and payable not later than 45 days following the end of each calendar quarter of the year. The asset acquisition agreement amendment referred to herein specified that the royalties would be paid in relation to the ownership of the intellectual property. In addition as a result of the recent acquisition of a 60% interest in CelLynx Group, Inc. by the registrant, this royalty item is an intercompany transaction which in the future will be eliminated upon consolidation in financial reporting of the consolidated financial results of 5BARz International Inc. and subsidiaries. | |||
Convertible_Securities
Convertible Securities | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||||
Convertible Securities | ' | ||||||||||||||||||
Note 9 – Convertible Securities | |||||||||||||||||||
Convertible Promissory Notes | |||||||||||||||||||
Unpaid | Note | Unpaid | Balance | Balance | |||||||||||||||
Note Principal | Terms | Interest & penalty | 31-Dec-13 | 31-Dec-12 | |||||||||||||||
Issue Date | |||||||||||||||||||
5BARz International, Inc. | |||||||||||||||||||
27-Feb-12 | $ | - | (a) | $ | - | $ | - | $ | 40,832 | ||||||||||
3-May-12 | - | (b) | - | - | 67,131 | ||||||||||||||
18-Sep-12 | - | (c) | - | - | 20,712 | ||||||||||||||
3-Feb-12 | - | (d) | - | 207,500 | |||||||||||||||
8-Jun-12 | 50,000 | (d) | 53,997 | 103,997 | 100,000 | ||||||||||||||
17-Dec-12 | 80,000 | (e) | 6,645 | 86,645 | — | ||||||||||||||
8-Jan-13 | 147,428 | (f) | 6,589 | 154,017 | — | ||||||||||||||
Notes payable – 5BARz International Inc. | $ | 277,428 | $ | 67,231 | $ | 344,659 | $ | 436,175 | |||||||||||
CelLynx Group Inc. | |||||||||||||||||||
November. 10, 2007 | $ | - | (g) | $ | - | $ | - | $ | 316,693 | ||||||||||
5-Apr-11 | - | (h) | - | - | 98,613 | ||||||||||||||
5-Jan-12 | - | (i) | - | - | 80,438 | ||||||||||||||
24-May-12 | 19,500 | (j) | 18,322 | 37,822 | 42,433 | ||||||||||||||
12-Sep-12 | 12,500 | (k) | 15,202 | 27,702 | 19,202 | ||||||||||||||
Notes payable CelLynx Group, Inc. | $ | 32,000 | $ | 33,524 | $ | 65,524 | $ | 557,379 | |||||||||||
Total | $ | 309,428 | $ | 100,755 | $ | 410,183 | $ | 993,554 | |||||||||||
(a) | On February 27, 2012, 5BARz International Inc., completed a transaction pursuant to a Promissory Note agreement (the “February 27, 2012 Note”), through which the Company borrowed $37,500. The Note bears interest at a rate of 8%, and is due on November 29, 2012, (the “Due Date”). The Company may settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principal amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principal amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note and accrued interest are convertible into common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid prices for the Company’s common stock for a period of 10 days prior to the date of notice of conversion. On September 10, 2012, the Company redeemed $12,000 payable on that note, by the issuance of 401,338 common shares at a price of $0.0299 per share. On January 4, 2013 the Company repaid $25,000 leaving a balance due of $2,771. That amount was paid in full on October 11, 2013 and the note was cancelled. | ||||||||||||||||||
(b) | On May 3, 2012, 5BARz International Inc., completed a transaction pursuant to a Promissory Note agreement (the “May 3, 2012 Note”), through which the Company borrowed $42,500. The proceeds were received by the Company on May 24, 2012. The Note bears interest at a rate of 8%, and is due on February 3, 2013, (the “Due Date”). The Company may settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principal amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principal amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note and accrued interest are convertible into common stock at the option of the holder at a variable conversion price equal to 55% of the average of the three lowest closing bid prices for the Company’s common stock for a period of 10 days prior to the date of notice of conversion. The note principal and accrued interest was paid in full on October 11, 2013 and the note was cancelled. | ||||||||||||||||||
(c) | On September 18, 2012, the Company completed a transaction pursuant to a Promissory Note agreement (the “September 18, 2012 Note”), through which the Company borrowed $13,500. The Note bears interest at a rate of 8%, and is due on March 17, 2013, (the “Due Date”). The Company may settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principal amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principal amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note and accrued interest are convertible at the option of the holder into common stock at a variable conversion price equal to 55% of the average of the three lowest closing bid prices for the Company’s common stock for a period of 10 days prior to the date of notice of conversion. The note principal and accrued interest was paid in full on October 11, 2013 and the note was cancelled. | ||||||||||||||||||
(d) | In January 2012, the Company negotiated potential agreements for a convertible debenture and an equity investment agreement with a private investment firm (La Jolla). On February 3, 2012 the investment firm advanced $100,000, and on June 8, 2013 they advanced $50,000 to the Company. As contemplated, the convertible debenture agreement provided that the investor could invest up to $500,000 and convert the principal and unpaid interest into a certain number of shares, 180 days from the date of the agreement. The equity investment agreement provided to Holder the right, from time to time during the term of the Agreement, to invest in the Company through the purchase of up to $5,000,000 of the Company’s Common Stock. Each purchase under this Agreement was to be made at 150% of the “Volume Weighted Average Price” (VWAP) on the day prior to the day the investment is made (the “Purchase Price”). Beginning on the date that is one hundred eighty (180) days following the Issue Date, Holder shall have the right to purchase Common Stock under this Agreement. Provided the VWAP is above $0.06, Holder shall purchase a minimum of $50,000 per month beginning two hundred ten (210) days from the Issue Date. | ||||||||||||||||||
On August 2, 2012 and August 13, 2012, the Company received conversion notices that materially conflict with the parties’ negotiations and the terms of the agreement. The Company offered to repay the amounts invested along with accrued interest and additional share compensation, but arrived at no settlement. | |||||||||||||||||||
On October 16, 2012, the investment firm filed a complaint in the federal court for the Northern District of California claiming breach of contract and seeking compensatory damages and alleged loss of profits of in excess of $2,500,000, based upon their $150,000 investment made under the putative agreements. La Jolla Cove Investors, Inc. v. 5BARz International, Inc., 3:12-CV-5333 (N.D. Cal.). On November 8, 2012, the Company filed an answer, affirmative defenses, and counterclaims, against the plaintiff. On January 3, 2013, the Company entered into a settlement agreement requiring payments in the aggregate amount of $300,000 yielding interest at 9%, and the issuance of 125,000 shares of the common stock of the Company. The Company issued the 125,000 shares on February 12, 2013. On March 13, 2013, an order granting entry of stipulated judgment was granted to La Jolla Cove Investors for payment by the Company of the $300,000 plus interest at 9%. During the year ended December 31, 2013 the Company repaid $220,000, leaving a balance of $103,997 payable at December 31, 2013. Subsequent to December 31, 2013 the Company paid $25,000 on February 7, 2014, leaving a residual balance due of $78,997. | |||||||||||||||||||
(e) | In December 2012, a shareholder purchased 1,600,000 common shares for $80,000. The Company included the shares in issued and outstanding shares as of December 31, 2012, but the investor never took possession of the shares. On January17, 2013, the security was amended to a convertible debenture with an 8% per annum yield and may be converted into common stock, 90 days after the inception of the agreement, at a price which is a 20% discount to market, but not less than $0.05 per share. During the year ended December 31, 2013, interest of $6,645 was accrued on the convertible debenture. In connection with the convertible debt, the Company recorded $21,747 of derivative liability as of December 31, 2013. | ||||||||||||||||||
(f) | On January 8, 2013 the Company entered into a convertible debenture agreement with a consultant in settlement of $147,428 payable to that consultant for services rendered. The convertible debenture yields interest at 8% per annum and may be converted into common stock, 90 days after the inception of the agreement, at a price which is a 20% discount to market, but not less than $0.05 per share. During year ended December 31, 2013, interest of $11,589 was accrued on the convertible debenture. In connection with the convertible debt the Company recorded $38,271 of derivative liability as of December 31, 2013. On November 15, 2013 the holder converted $5,000 of the amount due under the convertible debenture for 25,000 shares. At December 31, 2013 the principal and unpaid interest due was $154,017. | ||||||||||||||||||
(g) | On August 15, 2006, CelLynx, Inc. issued a secured promissory note (the “August 2006 Note”) for $250,000 to an unrelated entity “Holder”. On November 10, 2007, the August 2006 Note was amended (the “Amended Note”). At the date of the amendment, the Company was obligated to pay to the Holder $262,356 which represented the principal and accrued interest. In contemplation of the completion of the reverse merger, the Company and the holder reached an agreement whereby this Amended Note superseded the August 2006 Note. The principal amount of the Amended Note is $262,356, is unsecured and bears interest at 4% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then accrued but unpaid interest, shall be due and payable upon the earlier of (i) November 9, 2010 at the written request of the holder to the Company, or (ii) when, upon or after the occurrence of an event of default. The principal amount is convertible into 4.8% of the Company shares outstanding. On August 2, 2013 the Company entered into a settlement and release agreement with the holder of the unsecured promissory note, which required a payment by the Company on or before September 15, 2013 in the amount of $27,500, for the settlement of the full amount of the note payable in the principal amount of $262,356. On October 24, 2013, the parties agreed to settle the debt by issuance of 275,000 units at a price of $0.10 per unit with each unit comprised of one (1) common share of 5BARz and one share purchase warrant at $0.30, exercisable for a period of two years. | ||||||||||||||||||
At December 31, 2013 this promissory note along with accrued interest was paid in full. | |||||||||||||||||||
(h) | On April 5, 2011, CelLynx Group, Inc. entered into a Securities Purchase Agreement with a former director of Cellyx Group, Inc., in connection with the purchase of a Convertible Promissory Note. Pursuant to the convertible note agreement the former director loaned to CelLynx Group, Inc. the principal amount of $50,000. The Note bears interest at a rate of 8%, and was due on January 5, 2012. Pursuant to the terms of the note, the principal and accrued interest could have been converted into shares of the Company’s common stock, with the number of shares issuable determined by dividing the amount to be converted by the conversion price which is equal to 63% of the average of the three lowest trading prices of the Company’s common stock over the ten trading days prior to the date of the conversion. On November 8, 2013, the parties agreed to settle the note principal and accrued interest by issuance of 603,780 units at a price of $0.10 per unit with each unit comprised of one (1) common share of 5BARz and one share purchase warrant at $0.30, exercisable for a period of two years. At December 31, 2013, this note payable principal and accrued interest was paid in full. | ||||||||||||||||||
(i) | On January 5, 2012, CelLynx Group, Inc. issued a note in the amount of $50,000, by way of settlement of certain debts owed by the Company to Holder. The Note bears interest at a rate of 8%, and was due on July 3, 2012. Holder may convert principal and unpaid interest on the note into shares of the Company’s common stock, with the number of shares issuable determined to be the amount obtained by dividing the amount to be converted by the conversion price which is the lesser of $0.0013 per share or 63% of the average of the three lowest trading prices of the Company’s common stock over the ten trading days prior to the date of the conversion. On June 5, 2013 the Company entered into a settlement agreement with the holder of the convertible promissory note whereby it was agreed that provided that the Company made a payment of $35,000 on or before September 15, 2013, that the principal balance and accrued penalties and interest on the note and other accounts payable due to the creditor aggregating $170,000 will be settled in full. That cash payment was not made. On October 25, 2013 the parties agreed to settle the note principal and accrued interest and other payables aggregating $163,743 by issuance of 440,000 units at a price of $0.10 per unit with each unit comprised of one (1) common share of 5BARz and one share purchase warrant at $0.30, exercisable for a period of two years. At December 31, 2013, the note payable and accrued interest was paid in full. | ||||||||||||||||||
(j) | On May 24, 2012, CelLynx Group, Inc., completed a transaction pursuant to a Promissory Note agreement, through which the Company borrowed $37,500. The Note bears interest at a rate of 8%, and is due on November 24, 2012, (the “Due Date”). The Company may settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principal amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principal amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note and accrued interest are convertible into common stock at a variable conversion price equal to 51% of the average of the three lowest closing bid prices for CelLynx Group, Inc’s common stock for a period of 10 days prior to the date of notice of conversion. The Company redeemed $18,000 payable on that note, by the issuance of CelLynx Group, Inc. common shares. As of December 31, 2013 the note is past due. The value of the derivative liability associated with this note at December 31, 2013 was immaterial. The note principal and accrued interest outstanding at December 31, 2013 was $37,822. | ||||||||||||||||||
(k) | On September 12, 2012, CelLynx Group, Inc., completed a transaction pursuant to a Promissory Note agreement, through which the Company borrowed $12,500. The Note bears interest at a rate of 8%, and is due on March 12, 2013, (the “Due Date”). The Company may settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principal amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principal amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note and accrued interest are convertible into common stock at a variable conversion price equal to 51% of the average of the three lowest closing bid prices for CelLynx Group, Inc’s common stock for a period of 10 days prior to the date of notice of conversion. As of December 31, 2013 the note is past due. The value of the derivative liability associated with this note at December 31, 2013 was immaterial. The note principal and accrued interest outstanding at December 31, 2013 was $27,702. | ||||||||||||||||||
Capital_Lease_Obligation
Capital Lease Obligation | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Capital Lease Obligation | ' | ||||
Note 10 – Capital Lease Obligation | |||||
On November 1, 2013 the Company entered into a capital lease obligation for the acquisition of research and development equipment in San Diego, California. The lease requires a payment of $5,000 per month for thirty-six (36) months, representing minimum lease payments as follows; | |||||
2014 | $ | 60,000 | |||
2015 | $ | 60,000 | |||
2016 | $ | 50,000 | |||
Total | $ | 170,000 | |||
Interest (12%) | $ | 9,536 | |||
Capitalized valuation of equipment | $ | 160,464 | |||
During the year ended December 31, 2013 amortization expense of $7,056 was recorded on the R&D equipment (see Note 3). |
Options_and_Warrants
Options and Warrants | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Options And Warrants | ' | ||||||||||||
Options and Warrants | ' | ||||||||||||
Note 11 – Options and Warrants | |||||||||||||
Warrants – 5BARz International Inc. | |||||||||||||
The following table summarizes the warrant activity to December 31, 2013: | |||||||||||||
Number of | Weighted Average | Average Remaining | |||||||||||
Warrants | Exercise Price | Contractual Life | |||||||||||
Outstanding at December 31, 2012 | 2,140,000 | $ | 0.2 | 2 | |||||||||
Granted | 47,040,103 | $ | 0.26 | ||||||||||
Exercised | — | — | |||||||||||
Cancelled | 1,600,000 | $ | 0.2 | ||||||||||
Outstanding at December 31, 2013 | 47,580,103 | $ | 0.26 | 1.64 | |||||||||
Exercisable at December 31, 2013 | 47,580,103 | $ | 0.26 | 1.64 | |||||||||
Options – 5BARz International Inc. | |||||||||||||
At December 31, 2013, 5BARz International, Inc. has the following Options outstanding; | |||||||||||||
Number of Options | Weighted Average Exercise Price | Weighted Average | |||||||||||
Remaining Contractual | |||||||||||||
Life (years) | |||||||||||||
Outstanding – December 31, 2012 | — | — | |||||||||||
Granted | 4,000,000 | 0.1 | 2.5 | ||||||||||
Outstanding – December 31, 2013 | 4,000,000 | 0.1 | 2.5 | ||||||||||
Exercisable- December 31, 2013 | 1,079,452 | 0.1 | 2.5 | ||||||||||
Options – CelLynx Group, Inc. | |||||||||||||
At December 31, 2013, CelLynx Group Inc. has the following Options outstanding; | |||||||||||||
Number of Options | Weighted Average Exercise Price | Weighted Average | |||||||||||
Remaining Contractual | |||||||||||||
Life (years) | |||||||||||||
Outstanding – December 31, 2012 | 6,400,000 | 0.0008 | 2.5 | ||||||||||
Cancelled | 6,400,000 | 0.0008 | 2.5 | ||||||||||
Granted | 65,000,000 | 0.0002 | 4.6 | ||||||||||
Outstanding – December 31, 2013 | 65,000,000 | 0.0002 | 4.6 | ||||||||||
Exercisable- December 31, 2013 | 65,000,000 | 0.0002 | 4.6 | ||||||||||
Warrants – CelLynx Group, Inc. | |||||||||||||
The following table summarizes the warrant activity to December 31, 2012: | |||||||||||||
Number of | Weighted Average | Average Remaining | |||||||||||
Warrants | Exercise Price | Contractual Life | |||||||||||
Outstanding at December 31, 2012 | 5,930,000 | $ | 0.12 | ||||||||||
Granted | |||||||||||||
Exercised | — | — | |||||||||||
Expired | 1,430,000 | 0.12 | |||||||||||
Outstanding at December 31, 2013 | 4,500,000 | $ | 0.96 | 1.15 | |||||||||
Exercisable at December 31, 2013 | 4,500,000 | $ | 0.96 | 1.15 | |||||||||
Related_Party_Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Related Party Transaction | ' |
Note 12 - Related party transactions: | |
On December 30, 2010 the Company acquired by way of an assignment agreement all right title and interest in a set of agreements from a Company of which the President and Director is also the President and Director of the reporting Company. The proceeds to be paid for that assignment agreement was comprised of a note payable in the amount of $370,000, and the issuance of 15,600,000 shares of common stock. During the year ended December 31, 2013 the Company paid $19,850 of principal and interest, in full satisfaction of the note. During the year ended December 3, 2013, consulting fees were paid to a corporation controlled by the President and Director of the Company in the amount of $71,000, December 31, 2012 – Nil. | |
On September 18, 2013 and November 7, 2013 the Company paid $15,000 and $50,000 respectively to a consultant, pursuant to the terms of a promissory note. The note is non-interest bearing and due on demand. Subsequently, on November 21, 2013, that consultant became Chairman of the Board. On February 1, 2014, the promissory note was paid in full by offset of amounts due for unpaid consulting fees. |
Investment_in_5BARz_AG
Investment in 5BARz AG | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Investment in 5BARz AG | ' |
Note 13 – Investment in 5BARz AG | |
On October 6, 2011, the Company incorporated a subsidiary Company under the laws of Switzerland, in the Canton of Zurich, called 5BARz AG. 5BARz AG issued 10,000,000 common shares of which 5,100,000 are held by the Company, 450,000 are held by officers and a consultant to the Company and 4,450,000 were held in escrow for resale, by an independent escrow agent under the control of the Company. 5BARz AG issued the shares with a stated or par value of CHF 0.01 per share for proceeds of CHF 100,000 (US - $108,752). During the year ended December 31, 2013, sales of those securities held in escrow aggregated 30,000 shares sold for proceeds of $90,000 CHF ($100,710 USD). At December 31, 2013 the Company holds a 94.3% controlling interest in 5BArz AG represented by 9,428,000 shares. | |
On October 19, 2011, the registrant, 5BARz International Inc. entered into a Marketing and Distribution agreement with 5BARz AG, through which 5BARz AG holds the exclusive rights for the marketing and distribution of products produced under the 5BARz™ brand for markets in Switzerland, Austria and Germany. That agreement does not have a royalty payment requirement, and remains effective as long as 5BARz Ag is controlled by the Company. 5BARz Ag is a consolidated subsidiary of the Company in these financial statements. | |
Investment_in_CelLynx_Group_In
Investment in CelLynx Group, Inc. | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Investment in CelLynx Group, Inc. | ' | ||||||||||||
Note 14 – Investment in CelLynx Group, Inc. | |||||||||||||
On January 7, 2011 the Company entered into a stock purchase agreement with two founding shareholders of CelLynx Group, Inc. to acquire in aggregate 63,412,638 shares of the capital stock of CelLynx Group, Inc. for total proceeds of $634,126. At that date the Company had paid $170,000 as a deposit made under that agreement. On March 29, 2012 the Company entered into a securities exchange agreement and settlement agreement with each of the two founding shareholders of CelLynx Group, Inc. whereby in addition to the $170,000 paid, the Company issued 1,250,000 shares of common stock of the issuer in exchange for the 63,412,638 shares of CelLynx Group, Inc. and mutual releases were signed between the parties releasing each from any further obligation. | |||||||||||||
As provided in Note 7 above, on March 29, 2012, the Company converted $73,500 of convertible debt in CelLynx Group, Inc for the issuance of 350,000,000 shares in the capital stock of CelLynx Group, Inc. As a result, in combination with the shares acquired from existing shareholders referred to above, the registrant acquired a 60% controlling interest in CelLynx Group, Inc. and has accounted for that acquisition as a consolidate subsidiary of the registrant effective March 29, 2012. | |||||||||||||
On March 29, 2012, the Company acquired a 60% interest in CelLynx Group, Inc. a Company based in California, which was the owner of the 5BARz™ intellectual property and is in the business of the development and commercialization of that technology. The objective of the acquisition is to integrate the global commercialization of the 5BARz™ technology and products, into a combined business and operating strategy. The purchase price, which was settled in cash, shares, and the settlement of convertible debt was $875,000, as follows; | |||||||||||||
i. | Cash consideration paid | $ | 170,000 | ||||||||||
ii. | 1,250,000 common shares of the registrant issued at a market price of $0.20 per share | 250,000 | |||||||||||
iii. | Redemption of convertible debt for 350 million shares of CelLynx Group Inc. common stock | 455,000 | (a) | ||||||||||
Fair market value of consideration paid | $ | 875,000 | |||||||||||
(a) | The valuation of the debt instrument with an embedded conversion feature is calculated at the face value of the debt instrument of $73,500 plus the intrinsic value attributable to the conversion of the debt instrument at a 75% discount to market, based upon the lowest 3 closing bid prices of the common stock for a period of 30 days prior to the date of conversions. That intrinsic valuation is calculated to be $ 381,500. | ||||||||||||
The amounts recognized for each class of the acquiree’s assets and liabilities recognized at the acquisition date, March 29, 2012 are as follows; | |||||||||||||
Description | Net book value of CelLynx Group, Inc. consolidated assets and liabilities | Acquisition | Valuation attributed to assets acquired | ||||||||||
Adjustments (i) (ii) | |||||||||||||
Current assets | $ | 3,260 | $ | 3,260 | |||||||||
Technology, trademarks, and license | 44,718 | $ | 1,155,282 | (ii) | 1,200,000 | ||||||||
Investment in 5BARz (iii) | 1,800,000 | 1,800,000 | |||||||||||
Furniture and equipment | 2,113 | 2,113 | |||||||||||
Accounts payable and accruals | (1,752,628 | ) | (1,752,628 | ) | |||||||||
Notes payable (net of discount) | (403,076 | ) | (403,076 | ) | |||||||||
Accrued interest | (62,250 | ) | (62,250 | ) | |||||||||
Derivative liability | (5,495,425 | ) | 5,026,093 | (i) | (469,332 | ) | |||||||
LOC payable – 5BARz (net) | (586,525 | ) | 586,525 | (i) | — | ||||||||
Fair value non-controlling interest | (583,333 | ) | (583,333 | ) | |||||||||
Totals | $ | (6,449,813 | ) | $ | 6,184,567 | (265,246 | ) | ||||||
Goodwill | 1,140,246 | ||||||||||||
Purchase price | $ | 875,000 | |||||||||||
(i) | In determining the fair value of assets acquired, the Company eliminated the convertible debt owed to 5BARz and the derivative liability attributed to that debt. | ||||||||||||
(ii) | Fair value of technology, trademarks and license. | ||||||||||||
(iii) | Eliminates in consolidation | ||||||||||||
As of December 31, 2013, the Company had a 60% interest in CelLynx Group, Inc. | |||||||||||||
Subsequent to the date of acquisition, 5BARz International Inc. converted amounts of debt due from CelLynx Group Inc.. On April 13, 2012 the company converted $7,700 of debt in exchange for 51,333,333 shares of CelLynx and on May 17, 2012 5BARz converted $58,500 dollars of debt due from CelLynx for 390,000,000 shares of CelLynx and on May 15, 2013 the Company converted $9,375 dollars of debt due from CelLynx for 375,000,000 shares of CelLynx Group, Inc.. As a result of these conversions, the Company maintained its equity interest in CelLynx Group, Inc. at 60%. | |||||||||||||
Unaudited pro forma combined financial information | |||||||||||||
The following presents the unaudited pro forma combined financial information, as if the CelLynx acquisition had occurred as of January 1: | |||||||||||||
For the Year Ended December 31, 2012 | |||||||||||||
Revenues | $ | 0 | |||||||||||
Net loss after non-controlling interest | $ | (1,070,117 | ) | ||||||||||
Pro forma basic and diluted net loss per common share | $ | (0.01 | ) | ||||||||||
Pro forma weighted average common shares outstanding – basic and diluted | 97,833,528 | ||||||||||||
The pro forma combined results of operations are not necessarily indicative of the results of operations that actually would have occurred had the acquisition of CelLynx been completed as of January 1, 2012, nor are they necessarily indicative of future consolidated results. | |||||||||||||
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Litigation | ' |
Note 15 - Litigation | |
Prior to the Company’s investment in CelLynx, on July 19, 2010 certain claims for unpaid wages were filed against CelLynx, Inc. Judgements were obtained commencing in August 2011 for back wages by some of its former employees. Some of those claims have been partially paid and others were expected to be paid in the normal course of business or were to be otherwise defended. Those claims have now been incorporated into California Labor Commission awards in favor of those former employees. Those awards total approximately $263,000 depending on interest charges. It is the Company’s intention to pay these amounts. As of December 31, 2013 the Company accrued $263,000 in its financial statements. | |
On October 16, 2012, a complaint was filed in the federal court for the Northern District of California against 5BARz International Inc. and does 1 through 10, claiming breach of contract and seeking compensatory damages and alleged loss of profits of in excess of $2,500,000, based upon a $150,000 investment made by LA Jolla Cove Investors under certain putative agreements. La Jolla Cove Investors Inc. v. 5BARz International, Inc., 3:12-CV-5333 (N.D. Cal.). On January 3, 2013, the Company and La Jolla Cove Investors, Inc. entered into an agreement for the settlement of the lawsuit for proceeds of $300,000 plus accrued interest from the date of the settlement agreement at a rate of 9%, plus the delivery of 125,000 shares of the common stock of the Company. On January 13, 2013 a stipulation dismissing action without prejudice and without award of attorney’s fees or costs was entered. On March 8, 2013 as a result not meeting the stipulated payment schedule, La Jolla Cove was awarded a judgment in the amount of $300,000 plus accrued interest at a rate of 9% from the date of the settlement agreement. During the year ended December 31, 2013, the Company issued the 125,000 shares and made payments aggregating $220,000. Notes payable reflected in the consolidated financial statements at December 31, 2013 include $103,997 of unpaid principal and interest remaining outstanding on this claim. | |
On March 22, 2013 a complaint was filed in the Supreme Court of the State of New York, County of Nassau against 5BARz International Inc, Daniel Bland and James Vandeberg, by Asher Enterprises, Inc. claiming repayment of three Promissory notes in the principal amount of $81,000, penalties and interest. Asher Enterprises, Inc. vs. 5BARz International Inc.., Daniel Bland and James Vandeberg 13-003472(County of Nassau) The claims allege that damages in the amount of the greater of; (i) 200% x $81,000, the remaining outstanding principal amount of the Note, together with accrued and unpaid interest in the unpaid principal amount of the Notes, plus default interest; or (ii) the “parity value” of the “default amount” paid in shares as defined in the terms of the agreements. On October 15, 2013 the notes payable principal and interest were settled in full by payment of $70,805, and a Stipulation of Discontinuance was filed with the court with respect the above referenced action. | |
The Company’s subsidiary CelLynx Group, Inc. has received a Cease Trading Order from the British Columbia Securities Commission (BCSC) in 2012 alleging that the Company is in violation of the British Colombia reporting requirements. The BCSC has assumed that since two the Company's Directors are domiciled in BC that the company is controlled out of BC and therefore subject to its reporting requirements. The Company denies that premise and is appealing the issuance of the CTO. No directors of the Company are currently resident in British Columbia. | |
In addition to the above, the Company may become involved in legal proceedings in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
Subsequent Events | ' |
Note 16 Subsequent events | |
Sales of Common Stock | |
During the period January 31, 2014 to March 6, 2014 the Company issued 6,375,000 units at a price of $0.10 per unit for aggregate proceeds of $637,500. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two year term on the attached warrant. | |
During the period March 7, 2014 to March 14, 2014 the Company issued 3,733,333 units at a price of $0.15 per unit for aggregate proceeds of $560,000. Each unit is comprised of one share and one share purchase warrant to acquire a second share at a price of $0.30 per share acquired, with a two year term on the attached warrant. | |
On January 15, 2014 the Company issued 100,000 shares at a price of $0.167 per share for the settlement of notes payable with a total value of $16,700. | |
On February 10, 2014 the Company issued 405,581 shares at a price of $0.2465 per share for services with a total value of $100,000. | |
On February 10, 2014 the Company issued 1,250,000 shares at a price of $0.23 per share for services with a total value of $287,500. | |
Issuance of Employee and Director Stock Options | |
On January 13, 2014 the Board of Directors of the Company granted options to acquire 8,150,000 common shares, to certain Directors, employees and consultants of the Company, pursuant to the Stock Incentive Plan established by the Company on May 17, 2013. The options have an exercise price of $0.17 per share and are subject to variable vesting periods ranging from immediate vesting to vesting over the period ended January 13, 2015. | |
Delivery of Initial Commercial Order | |
In early 2014 the Company delivered its first commercial order, comprised of 1,000 Road Warrior, cellular network extenders to a purchaser in Mexico City, Mexico. |
Summary_of_significant_account1
Summary of significant accounting policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
Basis of presentation | |||||||||||||||||
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements include the accounts of 5BARz International Inc., and its 94.3% owned subsidiary, 5BARz AG, and it’s 60% owned subsidiary CelLynx Group, Inc. and that Company’s 100% owned subsidiary CelLynx, Inc. All intercompany accounts and transactions have been eliminated upon consolidation. | |||||||||||||||||
Cash | ' | ||||||||||||||||
Cash | |||||||||||||||||
Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of one year or less. | |||||||||||||||||
Use of estimates | ' | ||||||||||||||||
Use of estimates | |||||||||||||||||
The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include impairment analysis for long lived assets, income taxes, litigation and valuation of derivative instruments. Actual results could differ from those estimates. | |||||||||||||||||
Concentration of credit risk | ' | ||||||||||||||||
Concentration of credit risk | |||||||||||||||||
Cash includes deposits in accounts maintained at financial institutions. Certain financial instruments, which subject the Company to concentration of credit risk, consist of cash. The Company maintains balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for the banks located in the United States. As of December 31, 2013 and 2012, the Company did not have any deposits in excess of federally-insured limits. To date, the Company has not experienced any losses in such accounts. | |||||||||||||||||
Research and development costs | ' | ||||||||||||||||
Research and Development Costs | |||||||||||||||||
Research and Development costs are charged to expense as incurred. The costs of materials and equipment that are required or constructed for research and development activities, and have alternative future uses (either in research and development, marketing or production), are classified as property and equipment and depreciated over their estimated useful lives. | |||||||||||||||||
Equipment | ' | ||||||||||||||||
Furniture & equipment | |||||||||||||||||
Furniture & equipment is recorded at historical cost and is depreciated using the straight-line method over their estimated useful lives. The useful life and depreciation method are reviewed periodically to ensure that the depreciation method and period are consistent with the anticipated pattern of future economic benefits. Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains and losses on disposals are included in the results of operations. The useful life of the equipment is being depreciated over three to seven years. | |||||||||||||||||
Inventory | ' | ||||||||||||||||
Inventory | |||||||||||||||||
Inventories are carried at the lower of cost and net realizable value. Cost is determined using the weighted-average method. As of December 31, 2013 the Company’s inventory included 1,000 units of Road Warrior cellular networks extenders. | |||||||||||||||||
Goodwill and other intangible assets | ' | ||||||||||||||||
Goodwill and other intangible assets | |||||||||||||||||
The Company accounts for goodwill and intangible assets in accordance with the accounting guidance which requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. The Accounting Standards Codification (“Codification”) requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. | |||||||||||||||||
When testing goodwill for impairment, the Company may assess qualitative factors for some or all of its reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this qualitative assessment for some or all of our reporting units and perform a detailed quantitative test of impairment (step 1). If the Company performs the detailed quantitative impairment test and the carrying amount of the reporting unit exceeds its fair value, the Company would perform an analysis (step 2) to measure such impairment. In 2013, the Company first performed a qualitative assessment to identify and evaluate events and circumstances to conclude whether it is more likely than not that the fair value of the Company’s reporting unit is less than its carrying amount. Based on the Company’s qualitative assessments, the Company concluded that a positive assertion can be made from the qualitative assessment that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount. In accordance with the Codification, the Company reviews the carrying value of its intangibles and other long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the asset or asset group to the undiscounted cash flows that the asset or asset group is expected to generate. If the undiscounted cash flows of such assets are less than the carrying amount, the impairment to be recognized is measured by the amount by which the carrying amount of the asset or asset group, if any, exceeds its fair market value. No impairment was deemed to exist as of December 31, 2013 and 2012. | |||||||||||||||||
Long-Lived Assets Subject to Amortization | ' | ||||||||||||||||
Long-Lived Assets Subject to Amortization | |||||||||||||||||
The Company amortizes intangible assets with finite lives over their estimated useful lives and reviews them for impairment annually or whenever an impairment exists. The Company continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company uses an estimate of the related undiscounted cash flows in measuring whether the long-lived asset should be written down to fair value. Measurement of the amount of impairment would be based on generally accepted valuation methodologies, as deemed appropriate. There were no long-lived assets impairment charges recorded during the years ended December 31, 2013 and 2012. | |||||||||||||||||
Revenue recognition | ' | ||||||||||||||||
Revenue recognition | |||||||||||||||||
The Company's revenue recognition policies are in compliance with ASC Topic 605, “Revenue Recognition.” Revenue is recognized at the date of shipment to customers, and when the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. | |||||||||||||||||
Foreign currency translation | ' | ||||||||||||||||
Foreign currency translation | |||||||||||||||||
Transactions in foreign currencies have been translated into US dollars using the temporal method. The functional currency of the Company’s subsidiary 5BARz AG, is its local currency (Swiss Franc – CHF). Under this method, monetary assets and liabilities are translated at the year-end exchange rate. Non-monetary assets have been translated at the historical rate of exchange prevailing at the date of the transaction. Expenses have been translated at the exchange rate at the time of the transaction. Realized and unrealized foreign exchange gains and losses are included in operations. | |||||||||||||||||
Fair value of financial instruments | ' | ||||||||||||||||
Fair value of financial instruments | |||||||||||||||||
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities, approximate fair value due to the short-term nature of these instruments. | |||||||||||||||||
Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: | |||||||||||||||||
• | Level 1. Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
• | Level 2. Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. | ||||||||||||||||
• | Level 3. Significant unobservable inputs that cannot be corroborated by market data. | ||||||||||||||||
The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the assets that are measured at fair value on a recurring basis. | |||||||||||||||||
Consolidated | Quoted Prices in Active Markets for Identical Assets or Liabilities | Quoted Prices for Similar Assets or Liabilities in Active Markets | Significant | ||||||||||||||
Balance Sheet | (Level 1) | (Level 2) | Unobservable | ||||||||||||||
Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Derivative Liabilities: | |||||||||||||||||
31-Dec-13 | $ | 60,018 | $ | — | $ | — | $ | 60,018 | |||||||||
31-Dec-12 | $ | — | $ | — | $ | — | $ | — | |||||||||
The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis: | |||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Beginning balance | $ | — | $ | — | |||||||||||||
Aggregate fair value of conversion feature upon issuance | 57,995 | 469,332 | |||||||||||||||
Change in fair value of derivative liabilities | 2,023 | (469,332 | ) | ||||||||||||||
Ending balance | $ | 60,018 | $ | — | |||||||||||||
The derivative conversion feature liabilities are measured at fair value using the Black-Scholes pricing model and are classified within Level 3 of the valuation hierarchy. The significant assumptions and valuation methods that the Company used to determine fair value and the change in fair value of the Company’s derivative financial instruments are provided below: | |||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Stock price | $ | 0.25 | $ | 0.05 | |||||||||||||
Volatility | 211 | % | 240 | % | |||||||||||||
Risk-free interest rate | 0.04 | % | 0.04 | % | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Expected life | 0.002 years | 0.02 years | |||||||||||||||
Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivate liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting and finance department, which reports to the Chief Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting and finance department with support from the Company’s consultants and which are approved by the Chief Financial Officer. | |||||||||||||||||
Level 3 financial liabilities consist of the derivative liabilities for which there is no current market such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. | |||||||||||||||||
The Company uses the Black-Scholes option valuation model to value Level 3 financial liabilities at inception and on subsequent valuation dates. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as, volatility. | |||||||||||||||||
As of December 31, 2013 there were no transfers in or out of Level 3 from other levels in the fair value hierarchy. | |||||||||||||||||
Derivative Instruments | ' | ||||||||||||||||
Derivative Instruments | |||||||||||||||||
The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liability at the fair value of the instrument on the reclassification date. | |||||||||||||||||
Stock-based Compensation | ' | ||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation.” ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under ASC 718, the Company’s volatility is based on the historical volatility of the Company’s stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. | |||||||||||||||||
The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined in accordance with ASC 718 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/seller market transaction. | |||||||||||||||||
The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income taxes | |||||||||||||||||
The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||||||||||||
Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company is open for examination for the years 2009, 2010, 2011, 2012 and 2013. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the years ended December 31, 2013 and 2012. | |||||||||||||||||
Net loss per share | ' | ||||||||||||||||
Net loss per share | |||||||||||||||||
The Company reports loss per share in accordance with the ASC Topic 260, “Earnings Per Share.”, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. These potentially dilutive securities of 49,855,171 and 8,540,000, respectively were not included in the calculation of loss per common share for the years ended December 31, 2013 or 2012 because their effect would be anti-dilutive. The weighted average number of shares outstanding does not include reciprocal shareholdings, held by the Company’s subsidiary, CelLynx Group, Inc. which is reflected as a reduction in capital in excess of par value on the Company’s balance sheet. | |||||||||||||||||
Recent accounting pronouncements | ' | ||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In July 2012, the FASB issued ASU 2012-02, “Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment." This ASU simplifies how entities test indefinite-lived intangible assets for impairment which improve consistency in impairment testing requirements among long-lived asset categories. These amended standards permit an assessment of qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. For assets in which this assessment concludes it is more likely than not that the fair value is more than its carrying value, these amended standards eliminate the requirement to perform quantitative impairment testing as outlined in the previously issued standards. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, early adoption is permitted. The adoption of this standard did not have a material impact on the Company’s consolidated financial position and results of operations. | |||||||||||||||||
In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). The amendment requires disclosure of information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, disclosure is required, either on the face of the statement where net income is presented or in the notes, of significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The new requirements are effective for public companies in interim and annual reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02 as of January 1, 2013 did not have an impact on the Company's consolidated financial statements. | |||||||||||||||||
The FASB has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carry-forward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company has not yet determined the effect of the adoption of this standard and it is expected to have a material impact on the Company’s consolidated financial position and results of operations. | |||||||||||||||||
FASB, the Emerging Issues Task Force and the SEC have issued certain other accounting standards, updates, and regulations as of December 31, 2013 that will become effective in subsequent periods; however, management does not believe that any of those updates would have significantly affected our financial accounting measures or disclosures had they been in effect during 2013 or 2012, and it does not believe that any of those pronouncements will have a significant impact on our consolidated financial statements at the time they become effective. |
Summary_of_Accounting_Policies
Summary of Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Summary Of Accounting Policies Tables | ' | ||||||||||||||||
Fair Value of Financial instruments Assets and Liabilities | ' | ||||||||||||||||
Consolidated | Quoted Prices in Active Markets for Identical Assets or Liabilities | Quoted Prices for Similar Assets or Liabilities in Active Markets | Significant | ||||||||||||||
Balance Sheet | (Level 1) | (Level 2) | Unobservable | ||||||||||||||
Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Derivative Liabilities: | |||||||||||||||||
31-Dec-13 | $ | 60,018 | $ | — | $ | — | $ | 60,018 | |||||||||
31-Dec-12 | $ | — | $ | — | $ | — | $ | — | |||||||||
Level 3 financial liabilities that are measured at fair value on a recurring basis | ' | ||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Beginning balance | $ | — | $ | — | |||||||||||||
Aggregate fair value of conversion feature upon issuance | 57,995 | 469,332 | |||||||||||||||
Change in fair value of derivative liabilities | 2,023 | (469,332 | ) | ||||||||||||||
Ending balance | $ | 60,018 | $ | — | |||||||||||||
Fair Value of Financial instruments Black-Scholes option pricing models | ' | ||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Stock price | $ | 0.25 | $ | 0.05 | |||||||||||||
Volatility | 211 | % | 240 | % | |||||||||||||
Risk-free interest rate | 0.04 | % | 0.04 | % | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Expected life | 0.002 years | 0.02 years |
Furniture_Equipment_Tables
Furniture & Equipment (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Notes to Financial Statements | ' | ||||||
Furniture & Equipment | ' | ||||||
31-Dec-13 | 31-Dec-12 | ||||||
Office furniture and equipment | $ | 70,804 | $ | 14,532 | |||
Research and development equipment (i) | 169,350 | - | |||||
Leasehold improvements | 6,940 | - | |||||
247,094 | 14,532 | ||||||
Accumulated amortization & depreciation | (21,111 | ) | -10,126 | ||||
Furniture & equipment net | $ | 225,983 | $ | 4,406 |
Long_lived_assets_and_goodwill1
Long lived assets and goodwill subject to amortization (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Intangible Assets | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Technology | $ | 3,015,794 | $ | 3,015,794 | |||||
Marketing and distribution agreement | 370,000 | 370,000 | |||||||
Trademarks | 264 | 264 | |||||||
License rights | 1,348 | 1,348 | |||||||
3,387,406 | 3,387,406 | ||||||||
Accumulated amortization | - | - | |||||||
Technology and other intangibles, net | $ | 3,387,406 | $ | 3,387,406 | |||||
Estimated amortization of intangible assets | ' | ||||||||
For the years ended | |||||||||
December 31, | Marketing and | Trademark & license | |||||||
Total | Technology | distribution agreement | agreements | ||||||
2014 | $ | 251,722 | $ | 177,400 | $ | 74,000 | $ | 322 | |
2015 | 251,722 | 177,400 | 74,000 | 322 | |||||
2016 | 251,722 | 177,400 | 74,000 | 322 | |||||
2017 | 251,722 | 177,400 | 74,000 | 322 | |||||
2018 | 251,724 | 177,400 | 74,000 | 324 | |||||
Future years | 2,128,794 | 2,128,794 | - | - | |||||
$ | 3,387,406 | $ | 3,015,794 | $ | 370,000 | $ | 1,612 |
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||
Goodwill | ' | ||||||
31-Dec-13 | 31-Dec-12 | ||||||
Goodwill – beginning of year | $ | 1,140,246 | $ | - | |||
Acquisition of CelLynx Group, Inc. | - | 556,913 | |||||
Fair value of non-controlling interest | - | 583,333 | |||||
Goodwill – end of year | $ | 1,140,246 | $ | 1,140,246 |
Income_taxes_Tables
Income taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Schedule of Investments [Abstract] | ' | ||||||||
Domestic and Foreign components of income (loss) before income taxes | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Domestic | $ | (2,251,545 | ) | $ | (1,882,912 | ) | |||
Foreign | (45,055 | ) | (144,481 | ) | |||||
Loss from continuing operation before | $ | (2,296,600 | ) | $ | (2,027,393 | ) | |||
provision for income taxes | |||||||||
Income tax provision (benefit) | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Foreign | |||||||||
Current | $ | 0 | $ | 0 | |||||
Deferred | (9,912 | ) | (46,159 | ) | |||||
US federal | |||||||||
Current | 0 | 0 | |||||||
Deferred | (604,970 | ) | (980.972 | ) | |||||
State & local | |||||||||
Current | 0 | 0 | |||||||
Deferred | (214,066 | ) | (84,897 | ) | |||||
Total | (828,948 | ) | (1,112,028 | ) | |||||
Change in valuation allowance | 828,948 | 1,112,028 | |||||||
Income tax provision (benefit) | $ | 0 | $ | 0 | |||||
Reconciliation of statutory and effective income tax rate | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
US federal statutory income tax rate (benefit) | (34.0 | %) | (34.0 | %) | |||||
State income taxes | (5.8 | %) | (2.3 | %) | |||||
Fair value of beneficial conversion feature | 1 | % | (7.5 | %) | |||||
Acquired deferred balances | 0 | % | (11.2 | %) | |||||
Stock based compensation | 10.4 | % | 0 | % | |||||
Other permanent differences | 0.5 | % | 0.1 | % | |||||
Change in valuation allowance | 27.9 | % | 54.9 | % | |||||
Effective rate | 0 | % | 0 | % | |||||
Deferred Tax asset and liability | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Deferred tax assets | |||||||||
Net operating loss carryovers | $ | 2,077,660 | $ | 1,261,422 | |||||
R&D credit | 66,017 | 0 | |||||||
Accrued compensation | 202,375 | 167,355 | |||||||
Stock-based compensation | 2,833 | 2,833 | |||||||
Total deferred tax assets | 2,348,886 | 1,431,610 | |||||||
Valuation allowance | (2,163,259 | ) | (1,334,310 | ) | |||||
Deferred tax asset, net of valuation allowance | 185,627 | 97,300 | |||||||
Deferred tax liabilities | |||||||||
Fixed asset depreciation | (14,024 | ) | (170 | ) | |||||
Intangible asset amortization | (171,602 | ) | (97,130 | ) | |||||
Total deferred tax liabilities | (185,627 | ) | (97,300 | ) | |||||
Net deferred tax asset (liability) | $ | 0 | $ | 0 |
Convertible_Securities_Tables
Convertible Securities (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Convertible Securities Tables | ' | ||||||||||||||||||
Convertible Promissory Note | ' | ||||||||||||||||||
Unpaid | Note | Unpaid | Balance | Balance | |||||||||||||||
Note Principal | Terms | Interest & penalty | 31-Dec-13 | 31-Dec-12 | |||||||||||||||
Issue Date | |||||||||||||||||||
5BARz International, Inc. | |||||||||||||||||||
27-Feb-12 | $ | - | (a) | $ | - | $ | - | $ | 40,832 | ||||||||||
3-May-12 | - | (b) | - | - | 67,131 | ||||||||||||||
18-Sep-12 | - | (c) | - | - | 20,712 | ||||||||||||||
3-Feb-12 | - | (d) | - | 207,500 | |||||||||||||||
8-Jun-12 | 50,000 | (d) | 53,997 | 103,997 | 100,000 | ||||||||||||||
17-Dec-12 | 80,000 | (e) | 6,645 | 86,645 | — | ||||||||||||||
8-Jan-13 | 147,428 | (f) | 6,589 | 154,017 | — | ||||||||||||||
Notes payable – 5BARz International Inc. | $ | 277,428 | $ | 67,231 | $ | 344,659 | $ | 436,175 | |||||||||||
CelLynx Group Inc. | |||||||||||||||||||
November. 10, 2007 | $ | - | (g) | $ | - | $ | - | $ | 316,693 | ||||||||||
5-Apr-11 | - | (h) | - | - | 98,613 | ||||||||||||||
5-Jan-12 | - | (i) | - | - | 80,438 | ||||||||||||||
24-May-12 | 19,500 | (j) | 18,322 | 37,822 | 42,433 | ||||||||||||||
12-Sep-12 | 12,500 | (k) | 15,202 | 27,702 | 19,202 | ||||||||||||||
Notes payable CelLynx Group, Inc. | $ | 32,000 | $ | 33,524 | $ | 65,524 | $ | 557,379 | |||||||||||
Total | $ | 309,428 | $ | 100,755 | $ | 410,183 | $ | 993,554 |
Captial_Lease_Obligation_Table
Captial Lease Obligation (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Captial Lease Obligation Tables | ' | ||||
Minimum Lease Payments | ' | ||||
2014 | $ | 60,000 | |||
2015 | $ | 60,000 | |||
2016 | $ | 50,000 | |||
Total | $ | 170,000 | |||
Interest (12%) | $ | 9,536 | |||
Capitalized valuation of equipment | $ | 160,464 |
Options_and_Warrants_Tables
Options and Warrants (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Options And Warrants Tables | ' | ||||||||||||
Warrants - 5BARz International Inc. | ' | ||||||||||||
Number of | Weighted Average | Average Remaining | |||||||||||
Warrants | Exercise Price | Contractual Life | |||||||||||
Outstanding at December 31, 2012 | 2,140,000 | $ | 0.2 | 2 | |||||||||
Granted | 47,040,103 | $ | 0.26 | ||||||||||
Exercised | — | — | |||||||||||
Cancelled | 1,600,000 | $ | 0.2 | ||||||||||
Outstanding at December 31, 2013 | 47,580,103 | $ | 0.26 | 1.64 | |||||||||
Exercisable at December 31, 2013 | 47,580,103 | $ | 0.26 | 1.64 | |||||||||
Options- 5BARz International Inc. | ' | ||||||||||||
Number of Options | Weighted Average Exercise Price | Weighted Average | |||||||||||
Remaining Contractual | |||||||||||||
Life (years) | |||||||||||||
Outstanding – December 31, 2012 | — | — | |||||||||||
Granted | 4,000,000 | 0.1 | 2.5 | ||||||||||
Outstanding – December 31, 2013 | 4,000,000 | 0.1 | 2.5 | ||||||||||
Exercisable- December 31, 2013 | 1,079,452 | 0.1 | 2.5 | ||||||||||
Options-CelLynx Group, Inc. | ' | ||||||||||||
Number of Options | Weighted Average Exercise Price | Weighted Average | |||||||||||
Remaining Contractual | |||||||||||||
Life (years) | |||||||||||||
Outstanding – December 31, 2012 | 6,400,000 | 0.0008 | 2.5 | ||||||||||
Cancelled | 6,400,000 | 0.0008 | 2.5 | ||||||||||
Granted | 65,000,000 | 0.0002 | 4.6 | ||||||||||
Outstanding – December 31, 2013 | 65,000,000 | 0.0002 | 4.6 | ||||||||||
Exercisable- December 31, 2013 | 65,000,000 | 0.0002 | 4.6 | ||||||||||
Warrants - CelLynx Group, Inc. | ' | ||||||||||||
Number of | Weighted Average | Average Remaining | |||||||||||
Warrants | Exercise Price | Contractual Life | |||||||||||
Outstanding at December 31, 2012 | 5,930,000 | $ | 0.12 | ||||||||||
Granted | |||||||||||||
Exercised | — | — | |||||||||||
Expired | 1,430,000 | 0.12 | |||||||||||
Outstanding at December 31, 2013 | 4,500,000 | $ | 0.96 | 1.15 | |||||||||
Exercisable at December 31, 2013 | 4,500,000 | $ | 0.96 | 1.15 |
Investment_in_CelLynx_Group_In1
Investment in CelLynx Group, Inc. (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Acquistion of Cellynx Group, Inc. | ' | ||||||||||||
i. | Cash consideration paid | $ | 170,000 | ||||||||||
ii. | 1,250,000 common shares of the registrant issued at a market price of $0.20 per share | 250,000 | |||||||||||
iii. | Redemption of convertible debt for 350 million shares of CelLynx Group Inc. common stock | 455,000 | (a) | ||||||||||
Fair market value of consideration paid | $ | 875,000 | |||||||||||
Assets and Liabilities recognized at acquisition date | ' | ||||||||||||
Description | Net book value of CelLynx Group, Inc. consolidated assets and liabilities | Acquisition | Valuation attributed to assets acquired | ||||||||||
Adjustments (i) (ii) | |||||||||||||
Current assets | $ | 3,260 | $ | 3,260 | |||||||||
Patented and unpatented technology, trademarks, and license | 44,718 | $ | 1,155,282 | (ii) | 1,200,000 | ||||||||
Investment in 5BARz (iii) | 1,800,000 | 1,800,000 | |||||||||||
Furniture and equipment | 2,113 | 2,113 | |||||||||||
Accounts payable and accruals | (1,752,628 | ) | (1,752,628 | ) | |||||||||
Notes payable (net of discount) | (403,076 | ) | (403,076 | ) | |||||||||
Accrued interest | (62,250 | ) | (62,250 | ) | |||||||||
Derivative liability | (5,495,425 | ) | 5,026,093 | (i) | (469,332 | ) | |||||||
LOC payable – 5BARz (net) | (586,525 | ) | 586,525 | (i) | — | ||||||||
Fair value non-controlling interest | (583,333 | ) | (583,333 | ) | |||||||||
Totals | $ | (6,449,813 | ) | $ | 6,184,567 | (265,246 | ) | ||||||
Goodwill | 1,140,246 | ||||||||||||
Purchase price | $ | 875,000 | |||||||||||
Pro Forma Combined Financial Information | ' | ||||||||||||
For the Year Ended December 31, 2012 | |||||||||||||
Revenues | $ | 0 | |||||||||||
Net loss after non-controlling interest | $ | (1,070,117 | ) | ||||||||||
Pro forma basic and diluted net loss per common share | $ | (0.01 | ) | ||||||||||
Pro forma weighted average common shares outstanding – basic and diluted | 97,833,528 |
Organization_and_Basis_of_Repo
Organization and Basis of Reporting (Details) | 12 Months Ended | 9 Months Ended |
Dec. 31, 2013 | Sep. 30, 2012 | |
5BARz AG | CelLynx Group, Inc. | |
Business Acquisition [Line Items] | ' | ' |
Agreement date | 6-Nov-11 | 29-Mar-12 |
Acquired interest | 94.30% | ' |
Ownership in Entity | ' | 'CeLlynx Inc. |
Percentage Owned | 60.00% | 100.00% |
Going_concern_Details
Going concern (Details) (USD $) | 62 Months Ended |
Dec. 31, 2013 | |
Going Concern Details | ' |
Net loss | $5,158,370 |
Negative Cash Flows | 3,601,301 |
Accumulated Deficit | $5,173,598 |
Summary_of_Accounting_Policies1
Summary of Accounting Policies (Details) (Level 3, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Level 3 | ' | ' |
Derivative Liabilities | ' | ' |
Aggregate fair value of conversion feature upon issuance | 57,995 | 469,332 |
Change in fair value of derivative liabilities | 2,023 | -469,332 |
Derivative Liabilities | $60,018 | ' |
Level 3 Valuation Methodolgy | ' | ' |
Stock Price | $0.25 | $0.05 |
Expected volatility | 211.00% | 240.00% |
Risk-free Interest | 0.04% | 0.04% |
Annual Dividend Yield | 0.00% | 0.00% |
Exepected Life (years) | '2 days | '2 months |
Net loss per share | ' | ' |
Dilutive securities | 49,855,171 | 8,540,000 |
Equipment_Details_Narrative
Equipment (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | $247,094 | $14,532 |
Accumulated depreciation | -21,111 | 10,126 |
Furniture & equipment net | 225,983 | 4,406 |
Office furniture and equipemnt | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | 70,804 | 14,532 |
Research and development equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | 169,350 | ' |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | $6,940 | ' |
Equipment_Additional_Details_N
Equipment Additional (Details Narrative) (USD $) | 12 Months Ended | 62 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Equipment Additional Details Narrative | ' | ' | ' |
Depreciation Expense | $10,985 | $1,451 | $15,558 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Intangible Assets, Gross | $3,387,406 | $3,387,406 |
Accumulated amortization | ' | ' |
Intangibles Assets, net | 3,387,406 | 3,387,406 |
Technology | ' | ' |
Intangible Assets, Gross | 3,015,794 | 3,015,794 |
Marketing and distribution agreement | ' | ' |
Intangible Assets, Gross | 370,000 | 370,000 |
Trademark and license agreement | ' | ' |
Intangible Assets, Gross | 264 | 264 |
License rights | ' | ' |
Intangible Assets, Gross | $1,348 | $1,348 |
Intangible_Assets_Details_Narr
Intangible Assets (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Estimated Amortization-2014 | $251,722 |
Estimated Amortization-2015 | 251,722 |
Estimated Amortization-2016 | 251,722 |
Estimated Amortization-2017 | 251,722 |
Estimated Amortization-2018 | 251,722 |
Estimated Amortization- Future years | 2,128,794 |
Total Estimated Amortization | 3,387,406 |
Patented and unpatented technology | ' |
Life of amortization | '5 years |
Total Estimated Amortization | 887,000 |
Technology | ' |
Estimated Amortization-2014 | 177,400 |
Estimated Amortization-2015 | 177,400 |
Estimated Amortization-2016 | 177,400 |
Estimated Amortization-2017 | 177,400 |
Estimated Amortization-2018 | 177,400 |
Estimated Amortization- Future years | 2,128,794 |
Total Estimated Amortization | 3,015,794 |
Marketing and distribution agreement | ' |
Estimated Amortization-2014 | 74,000 |
Estimated Amortization-2015 | 74,000 |
Estimated Amortization-2016 | 74,000 |
Estimated Amortization-2017 | 74,000 |
Estimated Amortization-2018 | 74,000 |
Total Estimated Amortization | 370,000 |
Trademark and license agreement | ' |
Estimated Amortization-2014 | 161 |
Estimated Amortization-2015 | 161 |
Estimated Amortization-2016 | 161 |
Estimated Amortization-2017 | 161 |
Estimated Amortization-2018 | 162 |
Total Estimated Amortization | $1,612 |
Maximum | ' |
Life of amortization | '20 years |
Minimum | ' |
Life of amortization | '10 years |
Goodwill_Goodwill_Details
Goodwill - Goodwill (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Goodwill- beginning of year | $1,140,246 | $1,140,246 |
Acquisition of Cellynx Group, Inc. | ' | 556,913 |
Fair value of non-controlling interest | ' | 583,333 |
Goodwill-end of year | $1,140,246 | $1,140,246 |
Domestic_and_Foreign_Component
Domestic and Foreign Components of income (loss) (Details) (USD $) | 12 Months Ended | 62 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Domestic And Foreign Components Of Income Loss Details | ' | ' | ' |
Domestic | ($2,251,545) | ($1,882,912) | ' |
Foreign | -45,055 | -144,481 | ' |
Net (loss) before non-controlling interest | ($2,296,600) | ($2,027,393) | ($5,158,370) |
Income_Tax_Provision_benefit_D
Income Tax Provision (benefit) (Details) (USD $) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Foreign | ' | ' |
Current | $0 | $0 |
Deferred | -9,912 | -46,159 |
US federal | ' | ' |
Current | 0 | 0 |
Deferred | -604,970 | -980 |
State & local | ' | ' |
Current | 0 | 0 |
Deferred | -214,066 | -84,897 |
Total | -828,948 | -1,112,028 |
Change in valuation allowance | 828,948 | 1,112,028 |
Income tax provision (benefit) | $0 | $0 |
Reconciliation_of_statutory_an
Reconciliation of statutory and effective income tax rate (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Investments [Abstract] | ' | ' |
US federal statutory income tax rate (benefit) | -34.00% | -34.00% |
State income taxes | -5.80% | -2.30% |
Fair value of beneficial conversion feature | 1.00% | -0.75% |
Acquired deferred balances | 0.00% | -1120.00% |
Stock based compensation | -10.40% | 0.00% |
Other permanent differences | -0.50% | -0.10% |
Change in valuation allowance | 27.90% | 54.90% |
Effective rate | 0.00% | 0.00% |
Deferred_Tax_asset_and_liabili
Deferred Tax asset and liability (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ' | ' |
Net operating loss carry-forwards | $2,077,660 | $1,261,422 |
R&D credit | 66,017 | 0 |
Accrued compensation | 202,375 | 167,355 |
Stock-based compensation | 2,833 | 2,833 |
Total deferred tax assets | 2,348,886 | 1,431,610 |
Valuation allowance | -2,163,259 | -1,334,310 |
Deferred tax asset, net of valuation allowance | 185,627 | 97,300 |
Deferred tax liabilities | ' | ' |
Fixed asset depreciation | -14,024 | -170 |
Intangible asset amortization | -171,602 | -97,130 |
Total deferred tax liabilities | -185,627 | -97,300 |
Net deferred tax assets (liability) | $0 | $0 |
Federal_income_tax_Details_Nar
Federal income tax (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Investments [Abstract] | ' | ' |
US Federal net operating loss | $5,075,000 | $3,375,000 |
State net operating loss | 2,950,000 | 1,159,000 |
Cellynx net operating loss annual limitation | 8,700 | ' |
Cellynx net operating loss | 8,600,000 | ' |
Change in valuation allowance | $828,949 | $1,334,310 |
Cumulative_Sales_of_Stock_2008
Cumulative Sales of Stock 2008-2010 (Details) | Nov. 13, 2008 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2008 | Nov. 30, 2010 |
Founders Shares | Common Stock | Common Stock | Common Stock | Common Stock | Stock Split | |
Issuance of restricted common stock/founders shares | 7,100,000 | ' | ' | ' | 1,776,100 | ' |
Forward stock split | ' | ' | ' | ' | ' | 18 |
Authorized Shares-before stock split | ' | ' | ' | ' | ' | 100,000,000 |
Authorized Shares-After Stock split | ' | ' | ' | 150,893,700 | ' | 250,000,000 |
Cancellation of Common Stock, shares | ' | 87,800,000 | ' | ' | ' | ' |
Common stock issued forAcquistions (in shares) | ' | 15,600,000 | 1,250,000 | ' | ' | ' |
Cumulative_Sales_of_Stock_2011
Cumulative Sales of Stock 2011 (Details) (USD $) | 1 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||||
Dec. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2011 | Dec. 19, 2011 | Dec. 15, 2011 | Dec. 07, 2011 | Nov. 08, 2011 | Oct. 20, 2011 | Jul. 24, 2011 | Jul. 21, 2011 | Jul. 18, 2011 | Jun. 03, 2011 | Apr. 07, 2011 | Apr. 04, 2011 | Mar. 09, 2011 | Jan. 15, 2011 | Jan. 10, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | |
Conversion Of Convertible Debenture | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | 5BARz | 5BARz | ||||||
Issuance of common stock (in shares) | ' | ' | ' | ' | ' | ' | 150,000 | 455,180 | 75,000 | 200,000 | 37,500 | 40,000 | 69,610 | 25,000 | 5,000 | 200,000 | 350,000 | 150,000 | 200,000 | 300,000 | 21,000 | ' |
Issuance of common stock | $17,745 | $2,930,750 | $520,000 | $1,360,440 | $13,650 | ' | $15,000 | $45,581 | $7,500 | $30,000 | $7,500 | $20,000 | $14,000 | $25,000 | $3,000 | $200,000 | $350,000 | $150,000 | $200,000 | $300,000 | $75,840 | ' |
Conversion of Convertible Debenture Agreement (in shares) | ' | ' | ' | ' | ' | 335,695 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Convertible Debenture Agreement (Euro's) | ' | ' | ' | ' | ' | $67,513 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price Per Unit | ' | ' | ' | ' | ' | ' | $0.10 | $0.10 | $0.10 | $0.15 | $0.20 | $0.50 | $0.20 | $1 | $0.70 | $1 | $1 | $1 | $1 | $1 | ' | $3.26 |
Cumulative_Sales_of_Stock_2012
Cumulative Sales of Stock 2012 (Details) (USD $) | 0 Months Ended | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mar. 06, 2014 | Dec. 31, 2013 | Nov. 15, 2013 | Jul. 03, 2013 | Jun. 30, 2013 | 28-May-13 | 23-May-13 | 15-May-13 | Apr. 10, 2013 | Apr. 02, 2013 | Mar. 31, 2013 | Mar. 17, 2013 | Mar. 01, 2013 | Feb. 26, 2013 | Feb. 15, 2013 | Feb. 12, 2013 | Jan. 25, 2013 | Dec. 31, 2012 | Dec. 17, 2012 | Dec. 12, 2012 | Dec. 07, 2012 | Oct. 26, 2012 | Oct. 12, 2012 | Sep. 14, 2012 | Sep. 10, 2012 | Sep. 05, 2012 | Aug. 14, 2012 | Aug. 10, 2012 | Jul. 20, 2012 | Jul. 09, 2012 | Jun. 27, 2012 | Jun. 21, 2012 | Jun. 12, 2012 | 14-May-12 | 3-May-12 | Apr. 30, 2012 | Apr. 18, 2012 | Apr. 02, 2012 | Mar. 26, 2012 | Mar. 22, 2012 | Mar. 20, 2012 | Mar. 07, 2012 | Mar. 05, 2012 | Feb. 29, 2012 | Feb. 07, 2012 | Feb. 01, 2012 | Jan. 12, 2012 | Dec. 31, 2008 | Nov. 18, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | ||||
Issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $17,745 | ' | $2,930,750 | $520,000 | $1,360,440 | $13,650 | |||
Common stock issued for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 228,740 | 798,463 | 7,500 | ' | |||
Stock Issued During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 772,441 | ' | ' | ' | |||
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Issuance of common stock (in shares) | 29,215,000 | [1] | 740,000 | [1] | ' | ' | ' | 100,000 | ' | 200,000 | 600,000 | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | 401,338 | ' | 500,000 | 500,000 | 250,000 | 200,000 | 50,000 | ' | 95,000 | 20,000 | 80,000 | ' | 100,000 | ' | 50,000 | 170,000 | 333,334 | 150,000 | 433,334 | 200,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Units Issued (in shares) | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | 425,000 | ' | ' | ' | ' | ' | ' | ' | 400,000 | 1,200,000 | 400,000 | ' | ' | 300,000 | 300,000 | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | |||
Issuance of common stock | 2,921,500 | ' | ' | ' | 586,750 | 50,000 | 10,000 | 10,000 | 30,000 | 21,250 | ' | ' | 30,000 | ' | ' | ' | ' | 20,000 | 60,000 | 20,000 | ' | 5,000 | 15,000 | 15,000 | 12,000 | 5,000 | 25,000 | 25,000 | 52,000 | 52,000 | 5,000 | ' | 9,500 | 2,000 | 8,000 | ' | 15,000 | ' | 6,000 | 25,500 | 50,000 | 18,000 | 52,000 | 20,000 | 50,000 | ' | ' | 1,776 | ' | 35,775 | 6,542 | 2,182 | 15,600 | |||
Common stock issued for services (in shares) | ' | 14,350,000 | [1] | ' | 331,200 | [1] | ' | ' | ' | ' | ' | ' | 100,000 | 513,827 | 175,000 | ' | 14,400,000 | ' | 100,000 | 2,250,000 | ' | ' | 3,300,824 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,150,000 | ' | ' | ' | 125,000 | ' | 250,000 | ' | ' | ' | ' | ' | 100,000 | ' | 1,500,000 | 300,000 | ' | ' | ' | ' | ' | ' | |
Common stock issued for services | ' | 71,750 | ' | 66,240 | ' | ' | ' | ' | ' | ' | 5,000 | 25,691 | 8,750 | ' | 72,000 | ' | 5,000 | 112,500 | ' | ' | 165,041 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 212,620 | ' | ' | ' | 14,977 | ' | 30,000 | ' | ' | ' | ' | ' | 47,990 | ' | 150,000 | 30,000 | ' | ' | 3,581 | 10,042 | 75 | ' | |||
Shares issued for Debt, shares | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | 125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,689,710 | ' | ' | ' | |||
Stock Issued During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,690 | ' | ' | ' | |||
Price Per Unit | $0.10 | $0.20 | $0.20 | $0.20 | ' | $0.05 | ' | $0.05 | $0.05 | ' | $0.05 | $0.05 | $0.05 | $0.04 | $0.05 | $0.06 | ' | $0.05 | $0.05 | $0.05 | $0.05 | $0.05 | $0.05 | $0.05 | $0.03 | $0.20 | $0.05 | $0.05 | $0.20 | $0.10 | $0.10 | $0.10 | $0.10 | $0.10 | $0.10 | $0.12 | $0.15 | $0.12 | $0.12 | $0.15 | $0.15 | $0.12 | $0.12 | $0.48 | $0.10 | $0.10 | $0.10 | ' | $0.10 | $0.20 | $0.05 | ' | ' | |||
Warrant price | 0.3 | 0.3 | ' | ' | ' | ' | 0.2 | ' | ' | 0.2 | 0.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.3 | 0.3 | ' | ' | ' | |||
Cash received for issuance of stock | 637,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,044,103 | ' | ' | ' | ' | |||
Settlement of debt for common stock | ' | 74,000 | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 604,411 | ' | ' | ' | ' | |||
Common Stock Additional | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Units Issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 140,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock issued for services (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 91,780 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | |||
Common stock issued for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,589 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000 | ' | ' | ' | ' | ' | ' | ' | |||
Price Per Unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | |||
[1] | Each unit is comprised of one share and one warrant to acquire a second share, with a two year warrant term. |
Cumulative_Sales_of_Stock_2013
Cumulative Sales of Stock 2013 (Details) (USD $) | 0 Months Ended | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mar. 06, 2014 | Dec. 31, 2013 | Nov. 15, 2013 | Jul. 03, 2013 | Jun. 30, 2013 | 28-May-13 | 23-May-13 | 15-May-13 | Apr. 10, 2013 | Apr. 02, 2013 | Mar. 31, 2013 | Mar. 17, 2013 | Mar. 01, 2013 | Feb. 26, 2013 | Feb. 15, 2013 | Feb. 12, 2013 | Jan. 25, 2013 | Dec. 31, 2012 | Dec. 17, 2012 | Dec. 12, 2012 | Dec. 07, 2012 | Oct. 26, 2012 | Oct. 12, 2012 | Sep. 14, 2012 | Sep. 10, 2012 | Sep. 05, 2012 | Aug. 14, 2012 | Aug. 10, 2012 | Jul. 20, 2012 | Jul. 09, 2012 | Jun. 27, 2012 | Jun. 21, 2012 | Jun. 12, 2012 | 14-May-12 | 3-May-12 | Apr. 30, 2012 | Apr. 18, 2012 | Apr. 02, 2012 | Mar. 26, 2012 | Mar. 22, 2012 | Mar. 20, 2012 | Mar. 07, 2012 | Mar. 05, 2012 | Feb. 29, 2012 | Feb. 07, 2012 | Feb. 01, 2012 | Jan. 12, 2012 | Dec. 31, 2008 | Nov. 18, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | ||||
Issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $17,745 | ' | $2,930,750 | $520,000 | $1,360,440 | $13,650 | |||
Common stock issued for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 228,740 | 798,463 | 7,500 | ' | |||
Stock Issued During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 772,441 | ' | ' | ' | |||
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Issuance of common stock (in shares) | 29,215,000 | [1] | 740,000 | [1] | ' | ' | ' | 100,000 | ' | 200,000 | 600,000 | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | 401,338 | ' | 500,000 | 500,000 | 250,000 | 200,000 | 50,000 | ' | 95,000 | 20,000 | 80,000 | ' | 100,000 | ' | 50,000 | 170,000 | 333,334 | 150,000 | 433,334 | 200,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Units Issued (in shares) | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | 425,000 | ' | ' | ' | ' | ' | ' | ' | 400,000 | 1,200,000 | 400,000 | ' | ' | 300,000 | 300,000 | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | |||
Issuance of common stock | 2,921,500 | ' | ' | ' | 586,750 | 50,000 | 10,000 | 10,000 | 30,000 | 21,250 | ' | ' | 30,000 | ' | ' | ' | ' | 20,000 | 60,000 | 20,000 | ' | 5,000 | 15,000 | 15,000 | 12,000 | 5,000 | 25,000 | 25,000 | 52,000 | 52,000 | 5,000 | ' | 9,500 | 2,000 | 8,000 | ' | 15,000 | ' | 6,000 | 25,500 | 50,000 | 18,000 | 52,000 | 20,000 | 50,000 | ' | ' | 1,776 | ' | 35,775 | 6,542 | 2,182 | 15,600 | |||
Common stock issued for services (in shares) | ' | 14,350,000 | [1] | ' | 331,200 | [1] | ' | ' | ' | ' | ' | ' | 100,000 | 513,827 | 175,000 | ' | 14,400,000 | ' | 100,000 | 2,250,000 | ' | ' | 3,300,824 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,150,000 | ' | ' | ' | 125,000 | ' | 250,000 | ' | ' | ' | ' | ' | 100,000 | ' | 1,500,000 | 300,000 | ' | ' | ' | ' | ' | ' | |
Common stock issued for services | ' | 71,750 | ' | 66,240 | ' | ' | ' | ' | ' | ' | 5,000 | 25,691 | 8,750 | ' | 72,000 | ' | 5,000 | 112,500 | ' | ' | 165,041 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 212,620 | ' | ' | ' | 14,977 | ' | 30,000 | ' | ' | ' | ' | ' | 47,990 | ' | 150,000 | 30,000 | ' | ' | 3,581 | 10,042 | 75 | ' | |||
Common stock issued for debt, shares | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | 125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,689,710 | ' | ' | ' | |||
Stock Issued During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,690 | ' | ' | ' | |||
Price Per Unit | $0.10 | $0.20 | $0.20 | $0.20 | ' | $0.05 | ' | $0.05 | $0.05 | ' | $0.05 | $0.05 | $0.05 | $0.04 | $0.05 | $0.06 | ' | $0.05 | $0.05 | $0.05 | $0.05 | $0.05 | $0.05 | $0.05 | $0.03 | $0.20 | $0.05 | $0.05 | $0.20 | $0.10 | $0.10 | $0.10 | $0.10 | $0.10 | $0.10 | $0.12 | $0.15 | $0.12 | $0.12 | $0.15 | $0.15 | $0.12 | $0.12 | $0.48 | $0.10 | $0.10 | $0.10 | ' | $0.10 | $0.20 | $0.05 | ' | ' | |||
Warrant price | 0.3 | 0.3 | ' | ' | ' | ' | 0.2 | ' | ' | 0.2 | 0.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.3 | 0.3 | ' | ' | ' | |||
Cash received for issuance of stock | 637,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,044,103 | ' | ' | ' | ' | |||
Settlement of debt for common stock | ' | 74,000 | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 604,411 | ' | ' | ' | ' | |||
Common Stock Additional | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Units Issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 140,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock issued for services (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 91,780 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | |||
Common stock issued for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,589 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000 | ' | ' | ' | ' | ' | ' | ' | |||
Price Per Unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | |||
[1] | Each unit is comprised of one share and one warrant to acquire a second share, with a two year warrant term. |
Cumulative_Sales_of_Stock_Pric
Cumulative Sales of Stock Prices (Details) (USD $) | Mar. 06, 2014 | Dec. 31, 2013 | Nov. 18, 2013 | Nov. 15, 2013 | Jul. 03, 2013 | 28-May-13 | 15-May-13 | Apr. 10, 2013 | Mar. 31, 2013 | Mar. 17, 2013 | Mar. 01, 2013 | Feb. 26, 2013 | Feb. 15, 2013 | Feb. 12, 2013 | Dec. 31, 2012 | Dec. 17, 2012 | Dec. 12, 2012 | Dec. 07, 2012 | Oct. 26, 2012 | Oct. 12, 2012 | Sep. 14, 2012 | Sep. 10, 2012 | Sep. 05, 2012 | Aug. 14, 2012 | Aug. 10, 2012 | Jul. 20, 2012 | Jul. 09, 2012 | Jun. 27, 2012 | Jun. 21, 2012 | Jun. 12, 2012 | 14-May-12 | 3-May-12 | Apr. 30, 2012 | Apr. 18, 2012 | Apr. 02, 2012 | Mar. 26, 2012 | Mar. 22, 2012 | Mar. 20, 2012 | Mar. 07, 2012 | Mar. 05, 2012 | Feb. 29, 2012 | Feb. 07, 2012 | Feb. 01, 2012 | Jan. 12, 2012 | Dec. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 30, 2011 |
Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Conversion Of Convertible Debenture | Common Stock for Services | Excess of Par Value | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | Maximum | Maximum | Maximum | Maximum | Maximum | Maximum | |
Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||
Price Per Unit | $0.10 | $0.20 | $0.10 | $0.20 | $0.20 | $0.05 | $0.05 | $0.05 | $0.05 | $0.05 | $0.05 | $0.04 | $0.05 | $0.06 | $0.05 | $0.05 | $0.05 | $0.05 | $0.05 | $0.05 | $0.05 | $0.03 | $0.20 | $0.05 | $0.05 | $0.20 | $0.10 | $0.10 | $0.10 | $0.10 | $0.10 | $0.10 | $0.12 | $0.15 | $0.12 | $0.12 | $0.15 | $0.15 | $0.12 | $0.12 | $0.48 | $0.10 | $0.10 | $0.10 | $0.20 | $0.10 | $3.26 | $0.10 | $0.10 | $0.05 | $0.50 | $0.10 | $0.10 | $0.20 | $0.70 | $1 | $0.20 | $0.20 | $0.05 | $0.20 | $0.15 | $0.15 | $1 | $1 | $1 |
Convertible_Promissory_Notes_D
Convertible Promissory Notes (Details) (USD $) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Unpaid Note Principal | $309,428 | ' |
Unpaid Interest & penalty | 100,753 | ' |
Notes Payable | 410,183 | 993,554 |
Note a | ' | ' |
Issue Date | 27-Feb-12 | ' |
Unpaid Note Principal | 37,500 | ' |
Unpaid Interest & penalty | ' | ' |
Notes Payable | ' | 40,832 |
Note b | ' | ' |
Issue Date | 3-May-12 | ' |
Unpaid Note Principal | 42,500 | ' |
Unpaid Interest & penalty | ' | ' |
Notes Payable | ' | 67,131 |
Note c | ' | ' |
Issue Date | 18-Sep-12 | ' |
Unpaid Note Principal | 13,500 | ' |
Unpaid Interest & penalty | ' | ' |
Notes Payable | ' | 20,712 |
Note d | ' | ' |
Issue Date | 3-Feb-12 | ' |
Unpaid Note Principal | 100,000 | ' |
Unpaid Interest & penalty | ' | ' |
Notes Payable | ' | 207,500 |
Note d-2 | ' | ' |
Issue Date | 8-Jun-12 | ' |
Unpaid Note Principal | 50,000 | ' |
Unpaid Interest & penalty | 53,997 | ' |
Notes Payable | 103,997 | 100,000 |
Note e | ' | ' |
Issue Date | 17-Dec-12 | ' |
Unpaid Note Principal | 80,000 | ' |
Unpaid Interest & penalty | 6,645 | ' |
Notes Payable | ' | ' |
Note f | ' | ' |
Issue Date | 8-Jan-13 | ' |
Unpaid Note Principal | 147,428 | ' |
Unpaid Interest & penalty | 6,589 | ' |
Notes Payable | 154,017 | ' |
5BARz | ' | ' |
Unpaid Note Principal | 277,428 | ' |
Unpaid Interest & penalty | 67,231 | ' |
Notes Payable | $344,659 | $436,175 |
Convertible_Promissory_Notes_D1
Convertible Promissory Notes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Principal Amount | $309,428 | ' |
Note Payable | 410,183 | 993,554 |
Note a | ' | ' |
Issue Date | 27-Feb-12 | ' |
Principal Amount | 37,500 | ' |
Date of Maturity | 29-Nov-12 | ' |
Interest Rate per annum | 8.00% | ' |
Date | 10-Sep-12 | ' |
Note paid off | 12,000 | ' |
Common stock issued for debt, shares | 401,338 | ' |
Date of arrangement | 28-Sep-12 | ' |
Date Due | 31-Dec-12 | ' |
Aggregate payments | 25,000 | ' |
Price per share | $0.03 | ' |
Note balance payoff | 2,771 | ' |
Note Payable | ' | 40,832 |
Note b | ' | ' |
Issue Date | 3-May-12 | ' |
Principal Amount | 42,500 | ' |
Date of Maturity | 3-Feb-13 | ' |
Interest Rate per annum | 8.00% | ' |
Note Payable | ' | 67,131 |
Note c | ' | ' |
Issue Date | 18-Sep-12 | ' |
Principal Amount | 13,500 | ' |
Date of Maturity | 17-Mar-13 | ' |
Interest Rate per annum | 8.00% | ' |
Accrued interest | 16,154 | ' |
Note Payable | ' | 20,712 |
Note d | ' | ' |
Issue Date | 3-Feb-12 | ' |
Principal Amount | 100,000 | ' |
Note Payable | ' | 207,500 |
Convertible Debenture Agreement | 500,000 | ' |
Convertible Debenture issued to investor | 150,000 | ' |
Note Receivable exchange for convertible debenture | 400,000 | ' |
Interest Rate | 9.00% | ' |
Alleged damages | 2,500,000 | ' |
Note d-2 | ' | ' |
Issue Date | 8-Jun-12 | ' |
Principal Amount | 50,000 | ' |
Note Payable | 103,997 | 100,000 |
Note e | ' | ' |
Issue Date | 17-Dec-12 | ' |
Principal Amount | 80,000 | ' |
Interest Rate per annum | 8.00% | ' |
Common stock issued for debt, shares | 1,600,000 | ' |
Price per share | $0.05 | ' |
Accrued interest | 6,645 | ' |
Note Payable | ' | ' |
Derivative Liability | 21,747 | ' |
Note f | ' | ' |
Issue Date | 8-Jan-13 | ' |
Principal Amount | 147,428 | ' |
Common stock issued for debt, shares | 25,000 | ' |
Price per share | $0.05 | ' |
Accrued interest | 11,589 | ' |
Note Payable | 154,017 | ' |
Convertible Debenture issued to investor | 5,000 | ' |
Derivative Liability | $38,271 | ' |
Convertible_Promissory_Notes_D2
Convertible Promissory Notes (Details Narrative) (Parenthetical) | 12 Months Ended |
Dec. 31, 2013 | |
Note payments | ' |
Terms of note | ' |
The Company may settle that note within the first 90 days following the issue date by paying to the Lender 140% of the principle amount of the note plus accrued interest. The Company may settle the note during the period which is 91 days from the issue date of the note to 180 days from the issue date of the note by payment of 150% of the principle amount of the note plus accrued interest. In the event that the note is not repaid 180 days from the date of issue, the note is convertible into common stock. | |
Note d | ' |
Terms of note | ' |
On November 8, 2012, the Company filed an answer, affirmative defenses, and counterclaims, against the plaintiff. On January 3, 2013, the Company entered into a settlement agreement requiring payments in the aggregate amount of $300,000 yielding interest at 9%, and the issuance of 125,000 shares of the common stock of the Company. The Company issued the 125,000 shares on February 12, 2013. On March 13, 2013, an order granting entry of stipulated judgment was granted to La Jolla Cove Investors for payment by the Company of the $300,000 plus interest at 9%. The $300,000 along with 9% interest aggregated $319,307 and has been accrued at September 30, 2013. During the quarter ended September 30, 2013 the Company repaid $70,000, leaving a balance of $249,307 payable at September 30, 2013. Subsequent to September 30, 2013 the Company paid $50,000 on October 23, 2013 and $50,000 on November 12, 2013, leaving a residual balance due of $149,307. |
Cellynx_Group_Inc_Convertibles
Cellynx Group, Inc. - Convertibles Promissory Notes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Unpaid Note Principal | $309,428 | ' |
Unpaid Interest Penalty | 100,753 | ' |
Notes Payable | 410,183 | 993,554 |
Note g | ' | ' |
Issue Date | 10-Nov-07 | ' |
Unpaid Note Principal | 262,356 | ' |
Notes Payable | ' | 316,693 |
Note h | ' | ' |
Issue Date | 5-Apr-11 | ' |
Notes Payable | ' | 98,613 |
Note i | ' | ' |
Issue Date | 5-Jan-12 | ' |
Notes Payable | ' | 80,438 |
Note j | ' | ' |
Issue Date | 24-May-12 | ' |
Unpaid Note Principal | 19,500 | ' |
Unpaid Interest Penalty | 18,322 | ' |
Notes Payable | 37,822 | 42,433 |
Note k | ' | ' |
Issue Date | 12-Sep-12 | ' |
Unpaid Note Principal | 12,500 | ' |
Unpaid Interest Penalty | 15,202 | ' |
Notes Payable | 27,702 | 19,202 |
CelLnyx | ' | ' |
Unpaid Note Principal | 32,000 | ' |
Unpaid Interest Penalty | 33,524 | ' |
Notes Payable | $65,524 | $557,379 |
Cellynx_Group_Inc_Convertibles1
Cellynx Group, Inc. - Convertibles Promissory Notes (Details Narrative) (USD $) | 12 Months Ended | 62 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Face Amount | $309,428 | ' | $309,428 |
Settlement of debt | -1,073,009 | ' | -1,073,009 |
Common Stock issued for debt, amount | 772,441 | ' | ' |
Note Payable | 410,183 | 993,554 | 410,183 |
Note g | ' | ' | ' |
Issue Date | 10-Nov-07 | ' | ' |
Promissory Note | 250,000 | ' | 250,000 |
Face Amount | 262,356 | ' | 262,356 |
Interest Rate per annum | 4.00% | ' | 4.00% |
Settlement of debt | 27,500 | ' | ' |
Common stock issued for debt, shares | 275,000 | ' | ' |
Price per share | $0.10 | ' | $0.10 |
Note Payable | ' | 316,693 | ' |
Note h | ' | ' | ' |
Issue Date | 5-Apr-11 | ' | ' |
Promissory Note | 50,000 | ' | 50,000 |
Interest Rate per annum | 8.00% | ' | 8.00% |
Common stock issued for debt, shares | 603,780 | ' | ' |
Price per share | $0.10 | ' | $0.10 |
Note Payable | ' | 98,613 | ' |
Note i | ' | ' | ' |
Issue Date | 5-Jan-12 | ' | ' |
Promissory Note | 50,000 | ' | 50,000 |
Interest Rate per annum | 8.00% | ' | 8.00% |
Settlement of debt | 170,000 | ' | ' |
Common stock issued for debt, shares | 440,000 | ' | ' |
Price per share | $0.10 | ' | $0.10 |
Note Payable | ' | 80,438 | ' |
Note j | ' | ' | ' |
Issue Date | 24-May-12 | ' | ' |
Promissory Note | 37,500 | ' | 37,500 |
Face Amount | 19,500 | ' | 19,500 |
Interest Rate per annum | 8.00% | ' | 8.00% |
Settlement of debt | 18,000 | ' | ' |
Note Payable | 37,822 | 42,433 | 37,822 |
Note k | ' | ' | ' |
Issue Date | 12-Sep-12 | ' | ' |
Face Amount | 12,500 | ' | 12,500 |
Interest Rate per annum | 8.00% | ' | 8.00% |
Note Payable | $27,702 | $19,202 | $27,702 |
Cellynx_Group_Inc_Convertibles2
Cellynx Group, Inc. - Convertibles Promissory Notes (Details Narrative) (Parenthetical) | 12 Months Ended |
Dec. 31, 2013 | |
Note g | ' |
Terms | 'All unpaid principal, together with any then accrued but unpaid interest, shall be due and payable upon the earlier of (i) November 9, 2010 at the written request of the holder to the Company, or (ii) when, upon or after the occurrence of an event of default. The principal amount is convertible into 4.8% of the Company shares outstanding. |
Note h | ' |
Terms | 'convert principal and unpaid interest on the note into shares of the Company’s common stock, with the number of shares issuable determined by dividing the amount to be converted by the conversion price which is equal to 63% of the average of the three lowest trading prices of the Company’s common stock over the ten trading days prior to the date of the conversion. |
Note i | ' |
Terms | 'Holder may convert principal and unpaid interest on the note into shares of the Company’s common stock, with the number of shares issuable determined to be the amount obtained by dividing the amount to be converted by the conversion price which is the lesser of $0.0013 per share or 63% of the average of the three lowest trading prices of the Company’s common stock over the ten trading days prior to the date of the conversion. |
Capital_Lease_Obligation_Detai
Capital Lease Obligation (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Year 2014 | $60,000 |
Year 2015 | 60,000 |
Year 2016 | 50,000 |
Total Minimum lease payments | 170,000 |
Interest on Lease | 9,536 |
Capitalized valuation of R&D equipment | 160,464 |
Amortization expense of R&D equipment | $7,056 |
Warrant_Activity_5BARz_Interna
Warrant Activity - 5BARz International Inc. (Details) (USD $) (5BARz, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
5BARz | ' |
Warrant Activity | ' |
Outstanding Warrants, beginning | 2,140,000 |
Granted, Number of shares | 47,040,103 |
Cancelled, Number of shares | 1,600,000 |
Outstanding and exercisable, Number of Warrants | 47,580,103 |
Weighted Average Exericse Price | ' |
Outstanding at December 31, 2012 | $0.20 |
Granted, Weighted average exercise price | $0.26 |
Cancelled, Weighted average exercise price | $0.20 |
Outstanding and exercisable, Weighted average exercise price | $0.26 |
Outstanding, Average Remaining Contractual Life | '1 year 6 months 4 days |
Options_Exercisable_5BARz_Deta
Options Exercisable 5BARz (Details) (USD $) (5BARz, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
5BARz | ' |
Options exercisable [Abstract] | ' |
Beginning, Number of Options | 0 |
Options, Granted | 4,000,000 |
Options, Exercised | ' |
Options, Cancelled | ' |
Ending, Number of Options | 4,000,000 |
Ending,Number of Options, outstanding and exercisable | 1,079,452 |
Weighted Average Exercise Price | ' |
Weighted Average Exercise Price | $0 |
Weighted Average Exercise Price, Granted | $0.10 |
Weighted Average Exercise Price, Exercised | ' |
Weighted Average Exercise Price, Cancelled | $0 |
Weighted Average Exercise Price | $0.10 |
Weighted Average Remaining Contractual Life | '2 years 5 months 0 days |
Options_and_Warrants_5BARz_Det
Options and Warrants 5BARz (Details) (USD $) | 12 Months Ended | 62 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Stock options commitment expense | $601,113 | ' | $601,113 |
Options_Exercisable_CelLynx_De
Options Exercisable CelLynx (Details) (CelLynx, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
CelLynx | ' |
Options exercisable [Abstract] | ' |
Beginning, Number of Options | 6,400,000 |
Options, Granted | 65,000,000 |
Options, Cancelled | 6,400,000 |
Ending,Number of Options, outstanding and exercisable | 65,000,000 |
Weighted Average Exercise Price | ' |
Weighted Average Exercise Price | $0.00 |
Weighted Average Exercise Price, Granted | $0.00 |
Weighted Average Exercise Price, Cancelled | $0.00 |
Weighted Average Exercise Price | $0.00 |
Weighted Average Remaining Contractual Term, beginning | '2 years 5 months 0 days |
Weighted Average Remaining Contractual Life | '4 years 6 months 0 days |
Options_Assumptions_CelLynx_De
Options Assumptions CelLynx (Details) (CelLynx, USD $) (USD $) | 12 Months Ended | 62 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Stock options commitment expense | $601,113 | ' | $601,113 |
Warrant_Activity_CelLynx_Group
Warrant Activity - CelLynx Group, Inc. (Details) (USD $) (CelLynx Group, Inc., USD $) | 12 Months Ended |
Dec. 31, 2013 | |
CelLynx Group, Inc. | ' |
Warrant Activity | ' |
Outstanding Warrants, beginning | 5,930,000 |
Granted, Number of shares | ' |
Exercised, Number of shares | ' |
Expired, Number of shares | 1,430,000 |
Outstanding and exercisable, Number of Warrants | 4,500,000 |
Weighted Average Exericse Price | ' |
Outstanding at December 31, 2012 | $0.12 |
Granted, Weighted average exercise price | ' |
Exercised, Weighted average exercise price | ' |
Expired, Weighted average exercise price | $0.12 |
Outstanding and exercisable, Weighted average exercise price | $0.96 |
Outstanding, Average Remaining Contractual Life | '1 year 1 month 5 days |
Related_Party_transactions_Det
Related Party transactions (Details) (USD $) | 12 Months Ended | 62 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 07, 2013 | Sep. 18, 2013 | |
Related Party Transactions [Abstract] | ' | ' | ' | ' | ' |
Date of Agreement | 30-Dec-10 | ' | ' | ' | ' |
Proceeds from Note Payable | $370,000 | ' | ' | ' | ' |
Issuance of Common Stock | 15,600,000 | ' | ' | ' | ' |
Payment on Note | 19,850 | 100,587 | 464,172 | ' | ' |
Payment due to Related Party | ' | 19,850 | ' | 50,000 | 15,000 |
Consulting Fees | $71,000 | ' | ' | ' | ' |
Investment_in_5BARz_AG_Details
Investment in 5BARz AG (Details Narrative) (5BARz AG, USD $) | 0 Months Ended | 12 Months Ended |
Oct. 06, 2011 | Dec. 31, 2013 | |
5BARz AG | ' | ' |
Subsidiary or Equity Method Investee [Line Items] | ' | ' |
5BARz AG Common stock issued, shares | 10,000,000 | ' |
5BARz AG Common stock issued held by company, shares | 5,100,000 | 9,428,000 |
5BARz AG Common stock issued held by officers and a consultant, shares | 450,000 | ' |
5BARz AG Common stock in escrow, shares | 4,450,000 | ' |
5BARz AG Common stock, Par Value | '0.01 CHF | '0.01 CHF |
Common Stock Sold, in shares | ' | 30,000 |
Proceeds of Common Stock | $108,752 | $100,710 |
Acquired interest | ' | 94.30% |
Acquisition_of_CelLynx_Group_I
Acquisition of CelLynx Group, Inc.Description (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended |
Mar. 29, 2012 | Dec. 31, 2012 | Jan. 07, 2011 | Mar. 29, 2012 | |
CelLynx Group, Inc. | CelLynx Group, Inc. | |||
Common Stock recieved from CelLynx Group, Inc. | ' | ' | 63,412,638 | ' |
Purchase Price for common stok of CelLynx Group, Inc. | ' | $250,000 | $634,126 | ' |
Cash consideration paid | 170,000 | ' | 170,000 | ' |
Common Share of the registrant issued | ' | ' | 1,250,000 | ' |
Amount of credit facility converted to capital stock of CelLynx Group, Inc. | ' | ' | ' | 73,500 |
Amount of Shares of CelLynx Group, Inc. resulting from conversion of credit facility | ' | ' | ' | 350,000,000 |
Intrinsic value of embedded conversion feature | ' | ' | ' | $381,500 |
Investment_in_CelLynx_Group_In2
Investment in CelLynx Group, Inc. (Details) (USD $) | 1 Months Ended |
Mar. 29, 2012 | |
Business Combinations [Abstract] | ' |
Cash consideration paid | $170,000 |
1,250,000 common shares of the registrant issued at a market price of $0.20 per share | 250,000 |
Redemption of convertible debt for 350 million shares of Cellynx Group Inc. common stock | 455,000 |
Fair market value of consideration paid | $875,000 |
Investment_in_CelLynx_Group_In3
Investment in CelLynx Group, Inc. (Details) (Parenthetical) (USD $) | 1 Months Ended |
Mar. 29, 2012 | |
Common Stock For Cellynx | ' |
Common Share of the registrant issued | 1,250,000 |
Common Stock recieved from Cellynx Group, Inc. | 63,412,638 |
Common Stock | ' |
Price Per Unit | 0.2 |
Investment_in_CelLynx_Group_In4
Investment in CelLynx Group, Inc. - Assets and Liabilites recognized (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 29, 2012 | Mar. 29, 2012 | Mar. 29, 2012 |
Net book Value of Cellynx | Adjustments | Valuation attributed to assets acquired | |||
Current assets | ' | ' | $3,260 | ' | $3,260 |
Patents, trademarks, and license | ' | ' | 44,718 | 1,155,282 | 1,200,000 |
Investment in 5BARz | ' | ' | 1,800,000 | ' | 1,800,000 |
Furniture and equipment | ' | ' | 2,113 | ' | 2,113 |
Accounts payable and accruals | ' | ' | -1,756,628 | ' | -1,756,628 |
Notes payable (net of discount) | ' | ' | -403,076 | ' | -403,076 |
Accrued Interest | ' | ' | -62,250 | ' | -62,250 |
Derivative liability | ' | ' | -5,495,425 | -5,026,093 | -469,332 |
LOC payable-5BARz (net) | ' | ' | -586,525 | -586,525 | 0 |
Fair value non-controlling interest | ' | ' | ' | -583,333 | -583,333 |
Totals | ' | ' | -6,449,813 | 6,184,567 | -265,246 |
Goodwill | 1,140,246 | 1,140,246 | ' | ' | 1,140,246 |
Purchase price | ' | ' | ' | ' | $875,000 |
Acquisition_of_CelLynx_Group_I1
Acquisition of CelLynx Group, Inc. (Details Narrative) (CelLynx Group, Inc., USD $) | 0 Months Ended | ||
21-May-13 | 15-May-12 | Apr. 13, 2012 | |
CelLynx Group, Inc. | ' | ' | ' |
Conversion of debt | $9,375 | $58,500 | $7,700 |
Common Stock Recieved, share | 375,000,000 | 390,000,000 | 51,333,333 |
Acquisition_of_CelLynx_Group_I2
Acquisition of CelLynx Group, Inc. - Proforma Financial Statements(Details Narrative) (CelLynx Group, Inc., USD $) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Acquisition Of Cellynx Group Inc. - Proforma Financial Statementsdetails Narrative Cellynx Group Inc. Usd | ' |
Revenues | $0 |
Net loss | ($1,070,117) |
Pro forma basic and diluted net loss per common share | ($0.01) |
Pro forma weighted average common shares outstanding-basic and diluted | 97,833,528 |
Litigation_Details_Narrative
Litigation (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Stock Issued During Period | $772,441 |
Note payable | 103,997 |
Labor Commission | ' |
Date | '7/19/2010 |
Allegations | 'Unpaid Wages |
Alleged Damages | 263,003 |
LaJolla Cove Investors Inc. | ' |
Date | '10/16/2012 |
Allegations | 'Breach of contract |
Alleged Damages | 2,500,000 |
Legal Fees | 300,000 |
La Jolla Cove Dimissal | ' |
Date | '1/13/2013 |
Allegations | 'Dimssing Action |
Alleged Damages | 300,000 |
Interest Rate per annum | 9.00% |
Common stock issued for debt, shares | 125,000 |
Stock Issued During Period | 220,000 |
Asher Enterprises, Inc. | ' |
Date | '3/22/2013 |
Allegations | 'Repayment of notes |
Alleged Damages | 81,000 |
Payment on Loan | $70,805 |
Litigation_Details_Narrative_P
Litigation (Details Narrative) (Parenthetical) | 12 Months Ended |
Dec. 31, 2013 | |
LaJolla Cove Investors Inc. | ' |
Damages Sought | 'On January 3, 2013, the Company and La Jolla Cove Investors, Inc. entered into an agreement for the settlement of the lawsuit for proceeds of $300,000 plus accrued interest from the date of the settlement agreement at a rate of 9%, plus the delivery of 125,000 shares of the common stock of the Company. On January 13, 2013 a stipulation dismissing action without prejudice and without award of attorney’s fees or costs was entered. On March 8, 2013 as a result not meeting the stipulated payment schedule, La Jolla Cove was awarded a judgment in the amount of $300,000 plus accrued interest at a rate of 9% from the date of the settlement agreement. During the year ended December 31, 2013, the Company issued the 125,000 shares and made payments aggregating $220,000 in settlement of the amounts due. Notes payable reflected in the consolidated financial statements at December 31, 2013 include $103,997 of unpaid principle and interest remaining outstanding on this claim. |
Asher Enterprises, Inc. | ' |
Damages Sought | 'The claims allege that damages in the amount of the greater of; (i) 200% x $81,000, the remaining outstanding principle amount of the Note, together with accrued and unpaid interest in the unpaid principle amount of the Notes, plus default interest; or (ii) the “parity value” of the “default amount” paid in shares as defined in the terms of the agreements. The Company intends to file an appearance and defend against the law suit. |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 12 Months Ended | 62 Months Ended | 0 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Mar. 06, 2014 | Mar. 14, 2014 | Feb. 10, 2014 | Jan. 15, 2014 | Feb. 10, 2014 | ||
Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Additional Subsequent Event | ||||||
Units Issued | ' | ' | ' | ' | 6,375,000 | 3,733,333 | ' | ' | ' | |
Proceeds from Sale of Warrants | ' | ' | ' | ' | $637,500 | $560,000 | ' | ' | ' | |
Aggregate Proceeds | 228,740 | 798,463 | 7,500 | ' | ' | ' | ' | ' | ' | |
Shares issued for Services, shares | ' | ' | ' | ' | ' | ' | 405,581 | ' | 1,250,000 | |
Shares issued for Services, amount | 601,113 | ' | ' | 601,113 | ' | ' | 100,000 | ' | 287,500 | |
Common stock issued for debt, shares | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | |
Price of Stock | ' | ' | ' | ' | $0.30 | $0.30 | $0.25 | $0.17 | $0.23 | |
Price per share | ' | ' | ' | ' | $0.10 | [1] | $0.15 | ' | $0.17 | ' |
Stock Issued During Period | 772,441 | ' | ' | ' | ' | ' | ' | ' | ' | |
Settlement of debt for common stock | ' | ' | ' | ' | ' | ' | ' | $16,700 | ' | |
Strock option, shares | ' | ' | ' | ' | ' | ' | ' | 8,150,000 | ' | |
[1] | Each unit is comprised of one share and one warrant to acquire a second share, with a two year warrant term. |