Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 14, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Forex International Trading Corp. | ' | ' |
Entity Central Index Key | '0001471781 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Type | '10-K | ' | ' |
Trading Symbol | 'fxit | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-Known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 278,663,366 | ' |
Entity Public Float | ' | ' | $1,532,649 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | ' | $618 |
Note and short-term receivables | 440,000 | 497,355 |
Prepaid expenses | ' | 10,845 |
Total current assets | 440,000 | 508,818 |
Property and equipment, net | 5,034 | 8,417 |
Other assets | 600,000 | ' |
Total assets | 1,045,034 | 517,235 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 123,797 | 88,955 |
Bank overdraft | 17 | ' |
Notes payable and accrued interest (net of debt discount of $0 and $100,000 as of December 31, 2013 and December 31, 2012, respectively) | 807,324 | 622,607 |
Total current liabilities | 931,138 | 711,562 |
Total liabilities | 931,138 | 711,562 |
Contingencies | ' | ' |
Stockholders' equity/(deficiency): | ' | ' |
Common stock, $0.00001 par value, 600,000,000 shares authorized; 247,303,586 and 38,888,586 shares issued and outstanding as of December 31, 2013 and December 31, 2012, respectively | 2,473 | 389 |
Treasury stock, at cost; 38,000 shares as of December 31, 2013 and December 31, 2012, respectively | -11,059 | -11,059 |
Additional paid-in capital | 2,238,943 | 1,641,027 |
Accumulated deficit | -2,116,461 | -1,824,684 |
Total stockholders' equity/(deficiency) | 113,896 | -194,327 |
Total liabilities and stockholders' equity/(deficiency) | 1,045,034 | 517,235 |
Series B Preferred stock | ' | ' |
Stockholders' equity/(deficiency): | ' | ' |
Preferred Stock, Value | ' | ' |
Series C Preferred Stock | ' | ' |
Stockholders' equity/(deficiency): | ' | ' |
Preferred Stock, Value | ' | ' |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Debt discount for notes payable and accrued interest (in dollars) | ' | $100,000 |
Common Stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock shares issued | 247,303,586 | 38,888,586 |
Common Stock, shares outstanding | 247,303,586 | 38,888,586 |
Treasury stock, shares | 38,000 | 38,000 |
Series B Preferred stock | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 45,000 | 45,000 |
Series C Preferred Stock | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 8,470 | 10,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | ' | ' |
Income from consulting activities | $100,000 | ' |
Total revenues | 100,000 | ' |
General and administrative expenses | 201,569 | 418,444 |
Loss from operations | -101,569 | -418,444 |
Other income (expenses): | ' | ' |
Interest income | 40,893 | 4,519 |
Interest Expense | -32,853 | -68,681 |
Amortization of debt discount | -100,000 | ' |
Loss on write-off of notes receivable | -98,248 | ' |
Recovery of allowance for credit losses | ' | 100,000 |
Loss on settlement of GV Global Payable | ' | -111,340 |
Loss on termination of joint venture | ' | -99,328 |
Total other income (expenses) | -190,208 | -174,830 |
Loss before income taxes | -291,777 | -593,274 |
Income tax expense | ' | ' |
Net loss | ($291,777) | ($593,274) |
Net loss per share: | ' | ' |
Basic and diluted (in dollars per share) | ($0.01) | ($0.02) |
Weighted average number of common shares outstanding: | ' | ' |
Basic and diluted (in shares) | 40,631,011 | 34,261,297 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIENCY) EQUITY (USD $) | Convertible Preferred Stock | Convertible Preferred Stock | Common Stock | Treasury Stock at Cost | Additional Paid In Capital | Accumulated Deficit | Total |
Series B Preferred stock | Series C Preferred stock | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |
USD ($) | |||||||
Balance at Dec. 31, 2011 | ' | ' | $343 | ($11,059) | $1,372,333 | ($1,231,410) | $130,207 |
Balance (in shares) at Dec. 31, 2011 | 45,000 | ' | 34,248,585 | 38,000 | ' | ' | ' |
Issuance of Series C preferred shares to convert GV Global payable to equity payable to equity | ' | ' | ' | ' | 222,340 | ' | 222,340 |
Issuance of Series C preferred shares to convert GV Global payable to equity payable to equity (in shares) | ' | 10,000 | ' | ' | ' | ' | ' |
Issuance of shares to former directors and officer for services rendered | ' | ' | 46 | ' | 46,354 | ' | 46,400 |
Issuance of shares to former directors and officer for services rendered (in shares) | ' | ' | 4,640,001 | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | ' | -593,274 | -593,274 |
Balance at Dec. 31, 2012 | ' | ' | 389 | -11,059 | 1,641,027 | -1,824,684 | -194,327 |
Balance (in shares) at Dec. 31, 2012 | 45,000 | 10,000 | 38,888,586 | 38,000 | ' | ' | ' |
Conversion of Series C Preferred Shares to Common Stock | ' | ' | 84 | ' | -84 | ' | ' |
Conversion of Series C Preferred Shares to Common Stock (in shares) | ' | -1,530 | 8,415,000 | ' | ' | ' | ' |
Common stock issued in exchange for Licensure Agreement | ' | ' | 2,000 | ' | 598,000 | ' | 600,000 |
Common stock issued in exchange for Licensure Agreement (in shares) | ' | ' | 200,000,000 | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | ' | -291,777 | -291,777 |
Balance at Dec. 31, 2013 | ' | ' | $2,473 | ($11,059) | $2,238,943 | ($2,116,461) | $113,896 |
Balance (in shares) at Dec. 31, 2013 | 45,000 | 8,470 | 247,303,586 | 38,000 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash Flows From Operating Activities: | ' | ' |
Net loss | ($291,777) | ($593,274) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' |
Recovery of allowance for credit loss | ' | -100,000 |
Depreciation of property and equipment | 3,383 | 5,527 |
Amortization of intangible assets | ' | 17,560 |
Amortization of debt discount | 100,000 | ' |
Shares issued to former directors and officer for services rendered | ' | 46,400 |
Loss on settlement of GV Global Note Payable | ' | 111,340 |
Bad debt expense | 98,248 | ' |
Prepaid expenses | 10,845 | -190 |
Accrued interest on notes receivable | -40,893 | -1,578 |
Accounts payable and accrued expenses | 34,842 | -145,820 |
Accrued interest on notes payable | 32,853 | 73,416 |
Net cash used in operating activities | -52,499 | -586,619 |
Cash flows from investing activities: | ' | ' |
Issuance of a note receivable | ' | -95,777 |
Collections received on notes receivable | ' | 1,419,900 |
Net cash provided by investing activities | ' | 1,324,123 |
Cash flows from financing activities: | ' | ' |
Payments made on a note payable | ' | -1,148,542 |
Cash inflow from "changes in bank overdraft | 17 | ' |
Proceeds from issuance of convertible debt | 42,500 | ' |
Proceeds from a note payable | 9,364 | ' |
Net cash (used in) provided by financing activities | 51,881 | -1,148,542 |
Net decrease in cash and cash equivalents | -618 | -411,038 |
Cash and cash equivalents, beginning of year | 618 | 411,656 |
Cash and cash equivalents, end of year | ' | 618 |
Cash paid during the year for: | ' | ' |
Interest | ' | 66,169 |
Income taxes | ' | ' |
NON-CASH ACTIVITIES: | ' | ' |
Conversion of GV Global payable to Series C preferred stock | ' | 111,000 |
Share issuance to acquire Micrologic license | 600,000 | ' |
Conversion of accrued expenses to note payable | ' | 155,241 |
Issuance of a convertible note payable to Vulcan Oil & Gas Inc., net of a debt discount of $100,000 | ' | 400,000 |
Receipt of secured note from Vulcan Oil & Gas Inc. | ' | $400,000 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Statement Of Cash Flows [Abstract] | ' |
Debt discount | $100,000 |
Organization_and_Nature_of_Bus
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2013 | |
Organization and Nature of Business [Abstract] | ' |
Organization and Nature of Business | ' |
1. Organization and Nature of Business | |
Forex International Trading Corp. (the “Company”) was incorporated on July 22, 2009, under the laws of the State of Nevada and is headquartered in El Segundo, California. On September 9, 2009, the Company filed Form S-1 Registration Statement to provide for the registration of securities under the Securities Act of 1933. The Company’s principal business activities have been to engage in foreign currency market trading for non-US resident professionals and retail clients over its web-based trading systems. While these trading operations have been closed, the Company continues to operate in the consulting segment of the foreign currency market, leveraging its contacts and knowledge, and its consulting expertise in the area of foreign exchange. In addition, the Company is analyzing investments in joint ventures and is selectively pursuing acquisitions. | |
Effective April 4, 2014, the Company filed with the State of Nevada a Certificate of Amendment to Articles of Incorporation changing the Company’s number of authorized shares to 600,000,000. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2013 | ||
Summary of Significant Accounting Policies [Abstract] | ' | |
Summary of Significant Accounting Policies | ' | |
2. Summary of Significant Accounting Policies | ||
Presentation and Basis of Financial Statements | ||
The accompanying consolidated financial statements include the accounts of Forex International Trading Corp. and its wholly owned subsidiary, DirectJV Investments, Inc. (together “Forex” or the Company”), and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | ||
All intercompany balances and transactions have been eliminated in consolidation. | ||
Use of Estimates | ||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include the useful lives of tangible and intangible assets, depreciation and amortization, allowances for doubtful accounts and loan losses, valuation of common and preferred stock issuances, and the valuation allowance on deferred tax assets. Actual results could differ from those estimates. | ||
Cash and Cash Equivalents | ||
The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. | ||
Notes and Short-Term Receivable | ||
The notes and short-term receivable are carried at cost, which approximates fair value. The Company measures the impairment of loans based on its historical loan collection experience and existing economic conditions. Impairment is recognized when management believes it is probable that payments will not be received on some portion of the loan, which is determined on an individual loan basis. The Company evaluates loans for impairment on an annual basis or when there are indications that the loan may not be collected. When management determines that a loan is impaired it is placed on non-accrual status, and an allowance for loan losses is established to recognize the estimated amount of impairment. Payments received on non-accrual loans are generally applied to the outstanding principal balance. Loans are removed from non-accrual status when management believes that the borrower will resume making the payments required by the loan agreement. | ||
Property and Equipment | ||
Property and equipment are stated at cost and the related depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Expenditures for repairs and maintenance are charged to operations as incurred. Renewals and betterments are capitalized. Upon the sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized in the results of operations. | ||
Leasehold improvements are amortized over the lesser of the estimated life of the asset or the lease term. | ||
As required by U.S. GAAP for long-lived assets, the Company evaluates the fair value of its property and equipment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Any impairment of value is recognized when the carrying amount of the asset exceeds its fair value. There were no impairment losses for the fiscal year ended December 31, 2013 and 2012. | ||
Fair value measurements | ||
Financial instruments and certain non-financial assets and liabilities are measured at their fair value as determined based on the assets highest and best use. GAAP has established a framework for measuring fair value that is based on a hierarchy that requires that the valuation technique used be based on the most objective inputs available for measuring a particular asset or liability. There are three broad levels in the fair value hierarchy that describe the degree of objectivity of the inputs used to determine fair value. The fair value hierarchy is set forth below: | ||
Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||
Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | ||
Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. They are based on best information available in the absence of level 1 and 2 inputs. | ||
The carrying value of financial instruments, which include cash and cash equivalents, notes receivable, notes payable, and accrued expenses, approximate their fair values due to the short-term nature of these financial instruments. | ||
Treasury Stock | ||
Treasury stock is recorded at cost. The re-issuance of treasury shares is accounted for on a first in, first-out basis and any difference between the cost of treasury shares and the re-issuance proceeds are charged or credited to additional paid-in capital. During 2011, the Company bought back 38,000 of its own shares. | ||
Income Taxes | ||
The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount of tax benefits expected to be realized. | ||
U.S. GAAP requires that, in applying the liability method, the financial statement effects of an uncertain tax position be recognized based on the outcome that is more likely than not to occur. Under this criterion the most likely resolution of an uncertain tax position should be analyzed based on technical merits and on the outcome that would likely be sustained under examination. The Company had no uncertain tax positions as of December 31, 2013. | ||
The Company's federal income tax returns are no longer subject to examination by the IRS for the years prior to 2010, and the related state income tax returns are no longer subject to examination by state authorities for the years prior to 2010. | ||
Revenue Recognition | ||
The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic | ||
605”). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. We had revenue of $100,000 and $0 for the years ended December 31, 2013 and 2012, respectively. | ||
During the year ended December 31, 2013, 100% of the Company’s revenue was related to consulting services provided to one company in the foreign exchange business. | ||
Share-Based Compensation | ||
In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively. No such expenses were recognized for the fiscal year ended December 31, 2013 and 2012. | ||
Earnings (Loss) Per Share | ||
In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. Because of the Company’s net losses, the effects of stock options, convertible notes, and convertible preferred stock would be anti-dilutive and accordingly, is excluded from the computation of earnings per share. Diluted loss per share has not been computed for the fiscal year ended December 31, 2013 and 2012 because any potential additional common shares would reduce the reported loss per share and therefore have an antidilutive effect. |
Liquidity_and_Going_Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2013 | |
Liquidity and Going Concern [Abstract] | ' |
Liquidity and Going Concern | ' |
3. Liquidity and Going Concern | |
The Company has generated revenues in the fiscal year 2013, but has had recurring losses from operations since inception, and has a negative working capital as of December 31, 2013. As of December 31, 2013, the Company has an accumulated deficit of $2,116,461. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Investments_Acquisitions_and_D
Investments, Acquisitions, and Divestiture | 12 Months Ended | |
Dec. 31, 2013 | ||
Investments, Acquisitions, and Divestiture [Abstract] | ' | |
Investments and Acquisitions and Divestiture | ' | |
4. Investments, Acquisitions, and Divestiture | ||
Investment in Private Company—Triple 8 | ||
On November 17, 2010, the Company entered into a Share Exchange Agreement, which closed on December 30, 2010, to acquire 17,924 common shares, representing 44.9% of the issued and outstanding shares of Triple 8 Limited (“Triple 8”) from A.P. Holdings Limited (“APH”) (the “APH Agreement”). In consideration for its purchase the Company issued 25,000,000 shares of common stock and a Note Payable (the “APH Note”) in the principal amount of $1,200,000, bearing interest at an annual rate of 6% and convertible into 6 million shares of common stock. The APH Note was originally due on February 15, 2011. Concurrently, certain shareholders agreed to surrender 70,000,000 shares of the Company’s common stock for cancellation to avoid diluting the ownership of the other existing shareholders. Following the purchase of Triple 8 shares from APH, the Company entered into another Share Exchange Agreement to acquire 1,996 common shares, or 5% of the issued and outstanding common shares of Triple 8, from the H.A.M. Group Limited (“HAM”). As a result, the Company’s ownership of Triple 8 increased to 49.9% of the issued and outstanding common shares. As consideration for its purchase, the Company issued HAM 12,000 shares of Series A Preferred Stock and a 6% Convertible Debenture for $600,000, due September 30, 2011 (the “HAM Note”). The Series A Preferred Stock has a stated value of $100 per share and is convertible into common stock at a conversion price of $0.30 per share, thus representing 4,000,000 shares of common stock of the Company. | ||
The Company defaulted on its note payable to APH and on its obligation under the HAM Note. In order to avoid costly litigation and the potential detrimental impact of a judgment against the Company, as a result of two defaults, the Company entered into an agreement on December 7, 2011 to annul its purchases of its ownership interest in Triple 8. As a part of the Annulment: | ||
· | Triple 8 agreed to pay the Company $2,001,000 (the “Triple Payments”) through November 2012. | |
· | The Company issued a new $1,000,000 promissory note (the "CDOO Note") to an assignee of HAM and APH as consideration for the termination of the APH Note and the HAM Note, which were both in default. The CDOO note had an annual interest rate of ten percent (10%) and was payable in full on November 30, 2012. | |
· | APH and HAM agreed to return all of their stock holdings to the Company for cancellation. | |
The Company has received Triple 8 Payments in the aggregate amount of $2,001,000 and had paid the CDOO note in the aggregate amount of $1 million as per the terms of the agreements during the year ended December 31, 2012. | ||
Joint Venture – Vulcan Oil & Gas Inc. | ||
On February 13, 2012, Direct JV Investments Inc. ("JV"), a wholly-owned subsidiary of the Company entered into a Joint Venture Agreement (the "JV Agreement") with Vulcan Oil & Gas Inc. ("Vulcan"), whereby the Company would from time to time provide financing to certain Vulcan alternative, green and solar energy projects (the "Projects") with the goal of sharing in any rebates awarded by the government on any of the Projects. Pursuant to the JV Agreement, JV provided Vulcan with $68,000 in cash (the Funding") and credit for inventory valued at $31,328 for a total investment value of $99,328 (the "Investment"). | ||
On January 7, 2013, effective December 31, 2012, the Company, JV and Vulcan entered into an agreement pursuant to which the JV Agreement was terminated. The Company issued to Vulcan a 4% convertible promissory note in the principal amount of $500,000 (the "Forex Note") and Vulcan issued to the Company a 10% Secured and Collateralized Promissory Note in the principal amount of $400,000 (the "Vulcan Note" and collectively with the Forex Note, the "Notes") in consideration of the Forex Note. The Investment of $99,328 was written off as of December 31, 2012. | ||
The Forex Note maturity date is December 31, 2013, which can be extended by the Company for an additional one year at which point the 4% interest rate will increase to 10% per annum. The Forex Note may be prepaid without penalty. The Forex Note conversion price is the Variable Conversion Price, which is defined as 50% multiplied by the average of the lowest three trading prices of the Company's common stock on the OTCBB during the 10-day trading period ending on the latest complete day of trading on the OTCBB prior to the date of conversion. The Variable Conversion Price cannot be less than $0.002. At no time will Vulcan convert any amount of the Forex Note into common stock that would result in Vulcan owning more than 4.9% of the common stock outstanding of the Company. | ||
The Vulcan Note has a 10% one-time interest charge on the principal sum. The interest rate will be increased by an additional 4% per annum (e.g. 14% per annum) in the event the principal is not paid by the December 31, 2013 maturity date. The collateral or security of the Vulcan Note is 50,000 watts of solar modules. The Vulcan Note may be prepaid without penalty. | ||
After closing the Notes and recording of the difference as a debt discount, there are no further balances due between the parties and the JV Agreement is null and void. The Company has received Vulcan's consent (subject to a fee to be negotiated upon the Company entering an agreement, with a minimum fee in the amount of the Funding) to begin negotiations with private groups to purchase certain knowledge and assets for the production of proprietary solar modules, directly or via third party. While management is of the opinion that these discussions may successfully produce agreements, there can be no guarantee of this. |
Notes_and_Shortterm_Receivable
Notes and Short-term Receivables | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes and Short-term Receivables [Abstract] | ' | ||||||||
Notes and Short-term Receivables | ' | ||||||||
5. Notes and Short-term Receivables | |||||||||
At December 31, 2013 and 2012, notes and short-term receivables, including accrued interest, consisted of: | |||||||||
2013 | 2012 | ||||||||
Note receivable - Vulcan | $ | 440,000 | $ | 400,000 | a. | ||||
Short-term note receivable - Cordellia | - | 80,777 | b. | ||||||
Note receivable - Apel Design | - | 16,578 | c. | ||||||
Total notes and short-term receivables | $ | 440,000 | $ | 497,355 | |||||
a. | On January 7, 2013, effective December 31, 2012, the Company, JV, and Vulcan entered into an agreement pursuant to which the JV Agreement was terminated. As part of the termination agreement, Vulcan issued to the Company a 10% Secured and Collateralized Promissory Note in the principal amount of $400,000. The interest rate will increase by 4% per annum if not paid by the maturity date. The note has a maturity date of December 31, 2013. Over the fiscal year of 2013, $40,000 of interest income was accrued for this note. | ||||||||
b. | As of December 31, 2012, the Company had overpaid a note payable to CDOO in the amount of $80,777. This note receivable was charged to bad debt expense at June 30, 2013. | ||||||||
c. | The note receivable from Amit Apel Design, Inc. (“Apel Design”) original principal of $15,000, interest at a 12% annual rate, maturing on August 13, 2012. Subsequently, the parties agreed to extend the maturity of the note to December 31, 2012. The note is secured by Apel Design’s inventory. As of June 30, 2013, the amount owed the Company by Apel Design including accrued interest was $17,471, and was charged to bad debt expense. | ||||||||
Property_and_Equipment_Net
Property and Equipment, Net | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property and Equipment, Net [Abstract] | ' | |||||||||
Property and Equipment, Net | ' | |||||||||
6. Property and Equipment, Net | ||||||||||
Property and equipment consisted of the following as of December 31, 2013 and 2012: | ||||||||||
Estimated | ||||||||||
Useful | ||||||||||
Lives | 2013 | 2012 | ||||||||
Computers and equipment | 3 years | $ | 12,539 | $ | 12,539 | |||||
Furniture | 7 years | 9,430 | 9,430 | |||||||
21,969 | 21,969 | |||||||||
Less accumulated depreciation | 16,935 | 13,552 | ||||||||
$ | 5,034 | $ | 8,417 | |||||||
Depreciation expense was $3,383 and $5,527 for the fiscal year ended December 31, 2013 and 2012, respectively. |
Other_Assets
Other Assets | 12 Months Ended |
Dec. 31, 2013 | |
Other Assets [Abstract] | ' |
Other Assets | ' |
7. Other Assets | |
Websites development, net | |
On April 19, 2010, the Company entered into a Software Licensing Agreement whereby the Company licensed proprietary trading software (the “Software”) for the purpose of developing a Forex Trading Platform and introducing prospective clients (“End Users”). In return, the Company received a newly created website, at cost of $105,359. The cost of the website includes the vendor’s normal set-up fee plus payroll costs and consulting fees incurred by the Company relating to the development of internal use software. The total cost of $105,359 cost was capitalized and is being amortized over a two-year life. At December 31, 2012, the asset has been fully amortized. | |
Licensure agreement | |
On January 2, 2014, and effective December 31, 2013, the Company and Micrologic Design Automation, Inc. ("MDA") signed a letter agreement whereby MDA provided for a perpetual, royalty free, exclusive license of the Licensed Technology, as defined in the Evaluation License Agreement dated September 1, 2013. In connection with this agreement, the Company agreed to issue 200,000,000 shares of common stock having a value of $600,000 based upon recent market value ($0.003/shares). (See Note 10 and 12) |
Notes_Payable
Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes Payable [Abstract] | ' | ||||||||
Notes Payable | ' | ||||||||
8. Notes Payable | |||||||||
At December 31, 2013 and 2012, notes payable and accrued interest consisted of: | |||||||||
2013 | 2012 | ||||||||
Notes payable and accrued interest - Rasel | $ | 145,847 | $ | 140,778 | a. | ||||
Note payable and accrued interest - Glendon | 97,552 | 81,829 | b. | ||||||
Note payable and accrued interest - Third Party Financier | 43,925 | c. | |||||||
Note payable and accrued interest - Vulcan (net of debt discount of $0 | |||||||||
and $100,000 as ofDecember 31, 2013 and December 31, 2012, respectively) | 520,000 | 400,000 | d. | ||||||
$ | 807,324 | $ | 622,607 | ||||||
a) Rasel LTD - Convertible Notes Payable | |||||||||
On October 6, 2009, the Company signed a note payable for $25,000 to Rasel due on October 6, 2010, bearing interest at 4% per annum. The proceeds were used to pay for half of existing accounts payable for legal fees incurred at the Company’s inception. On October 20, 2009, the Company signed a note payable for $50,000 payable to Rasel due on October 20, 2010, bearing interest at 4% per annum. These proceeds were used to pay for startup costs, audit fees and future expenses. On January 22, 2010, the Company signed a note payable for $50,000 payable to Rasel due on October 30, 2011, bearing interest at 4% per annum. These proceeds were used for working capital and expenditures. On January 22, 2010, the Company signed an amendment to extend the maturity date of the promissory notes in the amount of $25,000 and $50,000 dated October 6, 2009 and October 20, 2009, respectively, to October 30, 2011. On March 2, 2011, the Company and Rasel agreed to extend the maturity of all notes to December 31, 2012, in consideration of adding a conversion feature to the notes with either a 5% discount to the market price or a fixed price of $0.60. The extension of maturity was effective as of December 30, 2010. | |||||||||
The balance of the notes as of December 31, 2013 and December 31, 2012, was $145,847 and $140,778, respectively, which includes accrued interest in the amounts of $20,847 and $15,778 at December 31, 2013 and 2012, respectively. The note is currently in default since the beginning of 2013; and the Company will attempt to reach an amicable settlement with the counterparty. | |||||||||
b) Glendon Note Payable | |||||||||
On December 31, 2012, the Company converted a payable in the amount of $155,242 to a note payable. The note bears annual interest at 10%, and was to mature on December 31, 2012. The Company has negotiated an extension to the maturity date until December 31, 2013. The note is currently in default; the Company will attempt to reach an amicable settlement with the counterparty. | |||||||||
The balance at December 31, 2013 and December 31, 2012, including accrued interest, is $97,552 and $81,829, respectively. | |||||||||
c) Issuance of note payable to third party | |||||||||
On July 24, 2013, the Company entered into a Securities Purchase Agreement with a third party financing source ("Financer"), for the sale of an 8% convertible note in the principal amount of $42,500 (the "July 2013 Note"), of which $2,500 was for legal fees associated with the transaction. The financing closed on July 31, 2013. | |||||||||
The July 2013 Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on April 29, 2014. The July 2013 Note is convertible into common stock, at Financer’s option, at the greater of a 42% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion or $0.00009. In the event the Company prepays the July 2013 Note in full, the Company is required to pay to Financer an amount in cash equal to all principal, interest and any other amounts owing multiplied by (i) 112% if prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 121% if prepaid 31 days following the closing through 60 days following the closing and (iii) 126% if prepaid 61 days following the closing through 90 days following the closing and (iv) 131% if prepaid 91 days following the closing through 120 days following the closing and (v) 136% if prepaid 121 days following the closing through 150 days following the closing and (vi) 141% if prepaid 151 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment. | |||||||||
Financer has agreed to restrict its ability to convert the July 2013 Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received from this offering was $42,500, less attorneys fees. As of the date of the July 2013 Note, the Company is obligated on the Note issued to Financer in connection with the offering. The July 2013 Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. | |||||||||
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated there under since, among other things, the transaction did not involve a public offering, Financer is an accredited investor, Financer had access to information about the Company and their investment, Financer took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities. | |||||||||
As of December 31, 2013, the convertible note balance and accrued interest is $43,925. | |||||||||
d) Note Payable to Vulcan | |||||||||
On January 7, 2013, effective December 31, 2012, the Company, JV and Vulcan entered an agreement pursuant to which the JV Agreement was terminated, the Company issued to Vulcan a 4% convertible promissory note in the principal amount of $500,000 (the "Forex Note") and Vulcan issued to the Company a 10% Secured and Collateralized Promissory Note in the principal amount of $400,000. The Company recognized a debt discount in the amount of $100,000 for the difference in the face value of the note issued and the note received from the same party. The face value of the note payable is shown net of the debt discount. This debt discount will be amortized over the one-year life of the note. The note has a maturity date of December 31, 2013, and can be extended by the Company for an additional one year at which point the 4% interest rate will increase to 10% per annum. The Forex Note may be prepaid without penalty. The Forex Note conversion price is the Variable Conversion Price, which is defined as 50% multiplied by the average of the lowest three trading prices of the Company's common stock on the OTCBB during the 10-day trading period ending on the latest complete day of trading on the OTCBB prior to the date of conversion. The Variable Conversion Price cannot be less than $0.002. At no time will Vulcan convert any amount of the Forex Note into common stock that would result in Vulcan owning more than 4.99% of the common stock outstanding of the Company. | |||||||||
As of December 31, 2013, the entire debt discount has been amortized in the accompanying financial statements, and $20,000 of interest expense was accrued during the year ended December 31, 2013. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
9. Income Taxes | |||||||||||||
The Company has accumulated net operating losses, which can be used to offset future earnings. Accordingly, no provision for income taxes is recorded in the consolidated financial statements. A deferred tax asset for the future benefits of net operating losses and other differences is offset by a 100% valuation allowance due to the uncertainty of the Company’s ability to utilize the losses. These net operating losses will expire in the years 2029 through 2033. | |||||||||||||
The Company had net operating loss carryforwards of $1,810,667 at December 31, 2013. These net operating loss carryforwards may be limited in accordance with Section 382 of the Internal Revenue Code of 1986, as amended, based on certain changes in ownership that have occurred and that could occur in the future. | |||||||||||||
The tax effects (computed at 40%) of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consist of the following: | |||||||||||||
Current | |||||||||||||
Period | |||||||||||||
2012 | Changes | 2013 | |||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 648,000 | 76,271 | $ | 724,271 | ||||||||
Valuation allowance | (648,000 | ) | (76,271 | ) | (724,271 | ) | |||||||
Net deferred tax assets | $ | - | $ | - | $ | - | |||||||
A reconciliation of income benefit provided at the federal statutory rate of 34% to income tax benefit is as follows: | |||||||||||||
2013 | 2012 | ||||||||||||
Income tax benefit computed at federal statutory rate | 34 | % | 34 | % | |||||||||
State taxes, net of federal tax benefit | 6 | % | 6 | % | |||||||||
Valuation allowance | -40 | % | -40 | % | |||||||||
Effective tax rate | 0 | % | 0 | % | |||||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||||||||||||||||
Stockholders' (Deficiency) Equity | ' | ||||||||||||||||||||||||
10. Stockholders’ Equity | |||||||||||||||||||||||||
Authorized Shares | |||||||||||||||||||||||||
Effective April 4, 2014, the Company filed with the State of Nevada a Certificate of Amendment to Articles of Incorporation changing the Company’s number of authorized shares to 600,000,000. | |||||||||||||||||||||||||
The Company has 600,000,000 authorized shares of its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value Preferred Stock Series B as of December 31, 2013 and 2012, respectively. On September 26, 2012, the Company authorized 10,000 Preferred Stock Series C shares, par value $0.00001. | |||||||||||||||||||||||||
Common Shares: | |||||||||||||||||||||||||
Effective December 31, 2012, the Company issued common shares to former directors William Glass, Stewart Reich, and Liat Franco to settle their Director and Officer fees. To Messrs. Glass and Reich, the Company issued 2,042,740 restricted shares to each person, valued at $20,427, each. To Mrs. Franco, formerly a Director and the CEO of the Company, the Company issued 554,521 restricted shares valued at $5,545. | |||||||||||||||||||||||||
On September 2, 2013, effective September 1, 2013, Forex International Trading Corp. (the “Company”) entered into an Evaluation License Agreement (the "ELA") with Micrologic Design Automation, Inc. ("MDA"), pursuant to which MDA temporarily licensed to the Company, on a non-exclusive and royalty-free basis, certain technology and related materials for any purpose related to evaluating NanoDRC, NanoRV and NanoLVS technology (the “Technology”). On January 2, 2014, and effective December 31, 2013, the Company and MDA signed a letter agreement whereby MDA provided for a perpetual, royalty free, exclusive license of the Licensed Technology, as defined in the Evaluation License Agreement dated September 1, 2013, in exchange for 200 million shares of common stock (the “Shares”) of the Company. MDA is not permitted to sell, assign, hypothecate or transfer the Shares in any way prior to the Company generating at minimum $50,000 in revenue through the use of the Technology (the “Revenue Target”). A stop transfer legend shall be affixed to the certificate representing the Shares. If the Revenue Target is achieved, then such stop transfer legend shall be removed. The shares of common stock were issued under Section 4(2) of the Securities Act of 1933, as amended. (See Note 7 and 12) | |||||||||||||||||||||||||
Treasury Stock | |||||||||||||||||||||||||
On April 25, 2011, the Company issued a press release announcing that its Board of Directors approved a share repurchase program. Under the program, the Company is authorized to purchase up to 1,000,000 of its shares of common stock in open market transactions at the discretion of management. All stock repurchases will be subject to the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended and other rules that govern such purchases. As of December 31, 2013 and December 31, 2012, the Company had repurchased 38,000 of its common shares in the open market, which were returned to treasury. | |||||||||||||||||||||||||
Total Number of | Average | Shares Purchased | Shares Remaining | ||||||||||||||||||||||
Shares Purchased | Price Paid | Under Repurchase Plan | Under Repurchase Plan | ||||||||||||||||||||||
Month | |||||||||||||||||||||||||
May-11 | 23,500 | $ | 0.4095 | 23,500 | 976,500 | ||||||||||||||||||||
Aug-11 | 9000 | $ | 0.1007 | 9,000 | 967,500 | ||||||||||||||||||||
Nov-11 | 5500 | $ | 0.0964 | 5,500 | 962,000 | ||||||||||||||||||||
Weighted-average price paid per share | 38,000 | $ | 0.291 | 38,000 | |||||||||||||||||||||
Series B Preferred Shares | |||||||||||||||||||||||||
On November 1, 2011, the Company and certain creditors entered into a Settlement Agreement (the "Settlement Agreement") whereby without admitting any wrongdoing on either part, the parties settled all previous agreements and resolved any existing disputes. Under the terms of the Settlement Agreement, the Company agreed to issue the creditors 45,000 shares of Series B Preferred Stock of the Company on a pro-rata basis. Following the issuance and delivery of the shares of Series B Preferred Stock to said creditors, as well as surrendering the undelivered shares, the Settlement Agreement resulted in the settlement of all debts, liabilities and obligations between the parties. | |||||||||||||||||||||||||
The Series B Preferred Stock has a stated value of $100 per share and is convertible into the Company’s common stock at a conversion price of $0.30 per share representing 15,000,000 common shares. Furthermore, the Series B Preferred Stock votes on an as converted basis and carries standard anti-dilution rights. These rights were subsequently removed, except in cases of stock dividends or splits. | |||||||||||||||||||||||||
Series C Preferred Shares | |||||||||||||||||||||||||
On April 29, 2011, GV Global Communications, Inc. (“GV”) provided funding to the Company in the aggregate principal amount of $111,000 (the “Loan”). On September 25, 2012, the Company and GV entered into a Conversion Agreement pursuant to which the Company agreed to convert the Loan into 10,000 shares of Series C Preferred Stock of the Company, which was approved by the Board of Directors. | |||||||||||||||||||||||||
Each share of Series C Preferred Stock is convertible, at the option of GV, into such number of shares of common stock of the Company as determined by dividing the Stated Value (as defined below) by the Conversion Price (as defined below). The Conversion Price for each share is equal to a 50% discount to the average of the lowest three lowest closing bid prices of the Company’s common stock during the 10 day trading period prior to the conversion with a minimum conversion price of $0.002. The stated value is $11.00 per share (the “Stated Value”). The Series C Preferred Stock has no liquidation preference, does not pay dividends and the holder of Series C Preferred Stock shall be entitled to one vote for each share of common stock that the Series C Preferred Stock shall be convertible into. GV has contractually agreed to restrict its ability to convert the Series C Preferred Stock and receive shares of the Company's common stock such that the number of shares of the Company's common stock held by it and its affiliates after such conversion does not exceed 4.9% of the then issued and outstanding shares of the Company's common stock. | |||||||||||||||||||||||||
Effective October 21, 2013, GV notified the Company of its intention to convert 345 of Series C Preferred into 1,897,500 shares of common stock of the Company, representing a conversion price of $0.002 per share. The Company instructed its transfer agent to issue the required shares to GV. On November 5, 2013, 2013, GV notified the Company of the additional conversion of 380 of Series C Preferred into 2,090,000 shares of common stock of the Company. On November 11, 2013, 2013, GV notified the Company of the additional conversion of 380 of Series C Preferred into 2,090,000 shares of common stock of the Company. On November 26, 2013, 2013, GV notified the Company of the additional conversion of 425 of Series C Preferred into 2,337,500 shares of common stock of the Company. As of December 31, 2013, after accounting for the conversions, GV is holding 8,470 of Series C Preferred shares. | |||||||||||||||||||||||||
The following table shows how the conversions were accounted for within the Series C and Common Stock Additional Paid in Capital accounts: | |||||||||||||||||||||||||
Conversion of Series C Preferred Stock to Common Stock | |||||||||||||||||||||||||
Series C | Series C | ||||||||||||||||||||||||
Convertible Preferred | Convertible Preferred | ||||||||||||||||||||||||
Stock | Common Stock | Stock | Common Stock | ||||||||||||||||||||||
Additional Paid | Additional Paid | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | In Capital | In Capital | ||||||||||||||||||||
Balances at December 31, 2012 | 10,000 | $ | - | 38,888,586 | $ | 389 | $ | 222,340 | $ | 1,418,687 | |||||||||||||||
(1,530 | ) | 8,415,000 | 84 | (34,018 | ) | 33,934 | |||||||||||||||||||
Common Stock issued in exchange for Licensure Agreement | 200,000,000 | 2,000 | - | 598,000 | |||||||||||||||||||||
Balances at December 31, 2013 | 8,470 | $ | - | 247,303,586 | $ | 2,473 | $ | 188,322 | $ | 2,050,621 | |||||||||||||||
This presentation shows the impact on the Additional Paid-in Capital account for the Series C Preferred and Common Stock, whereas the financial statements present the Additional Paid-in Capital as one combined account. | |||||||||||||||||||||||||
The issuance of the Series C Preferred Stock was made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated under Regulation D thereunder. GV is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933. |
Related_Parties
Related Parties | 12 Months Ended |
Dec. 31, 2013 | |
Related Parties [Abstract] | ' |
Related Parties | ' |
11. Related Parties | |
Related parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over the party in making financial and operating decisions. Related parties include other parties that are subject to common control or that are subject to common significant influences. | |
Effective December 31, 2012 the Company issued common shares to former directors William Glass, Stewart Reich, and Liat Franco to settle their Director and Officer fees. To Messrs. Glass and Reich, the Company issued 2,042,740 restricted shares each valued at $20,427. To Mrs. Franco, formerly a Director and the CEO of the Company, the Company issued 554,521 restricted shares valued at $5,545. As of December 31, 2012, the payables for accrued directors and officer’s fees of $34,801 to Mr. Glass, Mr. Reich, and Liat Franco were settled with the issuance of common stock. | |
Effective January 2, 2012, Erik Klinger was appointed by the Company to serve as the Chief Financial Officer, on a part-time basis, and a Director of the Company. Mr. Klinger earned fees of $49,200 and 49,166, in the fiscal year ended December 31, 2013 and 2012, respectively. | |
Robert Morris Price was appointed by the Company to serve as the President, Chief Executive Officer, and Treasurer as well as Chairman of the Company in April 2012. On May 20, 2013, Robert Price resigned as CEO of the Company to pursue other opportunities. This decision was not the result of any disagreement with the Company. Erik Klinger became the Chief Executive Officer effective the same day. | |
David Price, the son of Robert Morris Price, earned consulting fees of $20,000 in 2012. | |
During the fiscal year ended December 31, 2013, the Company paid no rent for the use of headquarters in El Segundo, California, though it did pay minimal fees for office expenses. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Contingencies [Abstract] | ' |
Contingencies | ' |
12. Contingencies | |
Legal Proceedings | |
From time to time, the Company may be involved in various litigation matters, which arise in the ordinary course of business. There is currently no litigation that management believes will have a material impact on the financial position of the Company. |
Per_Share_Information
Per Share Information | 12 Months Ended |
Dec. 31, 2013 | |
Per Share Information [Abstract] | ' |
Per Share Information | ' |
13. Per Share Information | |
Loss per share | |
Basic loss per share of common stock is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding. Diluted loss per share of common stock (“Diluted EPS”) is computed by dividing the net loss by the weighted-average number of shares of common stock and dilutive common stock equivalents and convertible securities then outstanding. At December 31, 2013 and December 31, 2012, there were 202,049,291 and 171,763,778, of potentially dilutive common stock equivalents outstanding, respectively. The potentially dilutive common stock equivalents at December 31, 2013 arise from (i) the issuance on December 7, 2011 of 45,000 Series B Preferred Shares which are convertible into 15,000,000 common shares, (ii) the issuance of the Rasel note which is convertible into 50,171,042 shares, (iii) the issuance of 10,000 Series C Preferred Shares having a stated value of $100 per share, of which 8,470 shares remain unconverted, which remaining unconverted shares are convertible into 46,585,000 common shares, given recent market prices, and notwithstanding a restriction against owning more than 4.99% of the Company’s stock, and (iv) the issuance of a $500,000 convertible note payable to Vulcan netted against the note receivable from Vulcan, which is convertible into 60,000,000 shares, given recent market prices, and notwithstanding a restriction against owning more than 4.99% of the Company’s stock, and (iv) the issuance of a note to a third party Financier, which based on a theoretical conversion at December 31, 2013 would have converted into 30,293,248 shares of common stock. The potentially dilutive common stock equivalents at December 31, 2012 arise from (i) the issuance on December 7, 2011 of 45,000 Series B Preferred Shares which are convertible into 15,000,000 common shares, (ii) the issuance of the Rasel note which is convertible into 234,630 shares, (iii) the issuance of 10,000 Series C Preferred Shares having a stated value of $100 per share which are convertible into 22,000,000 common shares, had they been converted at or around December 31, 2012, and notwithstanding a restriction against owning more than 4.99% of the Company’s stock, and (iv) the issuance of a $500,000 convertible note payable to Vulcan, which would have been convertible into 134,529,148 shares, given market prices at or around December 31, 2012, and notwithstanding a restriction against owning more than 4.99% of the Company’s stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on the net loss per common share. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
12. Subsequent Events | |
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition of disclosure as follows: | |
On January 2, 2014, and effective December 31, 2013, the Company and Micrologic Design Automation, Inc. ("MDA") signed a letter agreement whereby MDA provided for a perpetual, royalty free, exclusive license of the Licensed Technology, as defined in the Evaluation License Agreement dated September 1, 2013. In connection with this agreement, the Company agreed to issue 200,000,000 shares of common stock having a value of $600,000 based upon recent market value ($0.003/shares). (See Note 7 and 10) | |
In January 2014, the Company converted 1,800 shares of Series C Preferred Shares into 9,900,000 shares of Common Stock of the Company. In April 2014, the Company converted 2,270 shares of Series C Preferred Shares into 12,485,000 shares of Common Stock of the Company. | |
On February 3 and March 17, Financier converted a total of $9,110 in convertible note principal into approximately 8,974,780 common shares. | |
Effective April 4, 2014, the Company filed with the State of Nevada a Certificate of Amendment to Articles of Incorporation changing the Company’s number of authorized shares to 600,000,000. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Summary of Significant Accounting Policies [Abstract] | ' | |
Presentation and Basis of Financial Statements | ' | |
Presentation and Basis of Financial Statements | ||
The accompanying consolidated financial statements include the accounts of Forex International Trading Corp. and its wholly owned subsidiary, DirectJV Investments, Inc. (together “Forex” or the Company”), and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | ||
All intercompany balances and transactions have been eliminated in consolidation. | ||
Use of Estimates | ' | |
Use of Estimates | ||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include the useful lives of tangible and intangible assets, depreciation and amortization, allowances for doubtful accounts and loan losses, valuation of common and preferred stock issuances, and the valuation allowance on deferred tax assets. Actual results could differ from those estimates. | ||
Cash and Cash Equivalents | ' | |
Cash and Cash Equivalents | ||
The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. | ||
Notes and Short-Term Receivable | ' | |
Notes and Short-Term Receivable | ||
The notes and short-term receivable are carried at cost, which approximates fair value. The Company measures the impairment of loans based on its historical loan collection experience and existing economic conditions. Impairment is recognized when management believes it is probable that payments will not be received on some portion of the loan, which is determined on an individual loan basis. The Company evaluates loans for impairment on an annual basis or when there are indications that the loan may not be collected. When management determines that a loan is impaired it is placed on non-accrual status, and an allowance for loan losses is established to recognize the estimated amount of impairment. Payments received on non-accrual loans are generally applied to the outstanding principal balance. Loans are removed from non-accrual status when management believes that the borrower will resume making the payments required by the loan agreement. | ||
Property and Equipment | ' | |
Property and Equipment | ||
Property and equipment are stated at cost and the related depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Expenditures for repairs and maintenance are charged to operations as incurred. Renewals and betterments are capitalized. Upon the sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized in the results of operations. | ||
Leasehold improvements are amortized over the lesser of the estimated life of the asset or the lease term. | ||
As required by U.S. GAAP for long-lived assets, the Company evaluates the fair value of its property and equipment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Any impairment of value is recognized when the carrying amount of the asset exceeds its fair value. There were no impairment losses for the fiscal year ended December 31, 2013 and 2012. | ||
Fair value measurements | ' | |
Fair value measurements | ||
Financial instruments and certain non-financial assets and liabilities are measured at their fair value as determined based on the assets highest and best use. GAAP has established a framework for measuring fair value that is based on a hierarchy that requires that the valuation technique used be based on the most objective inputs available for measuring a particular asset or liability. There are three broad levels in the fair value hierarchy that describe the degree of objectivity of the inputs used to determine fair value. The fair value hierarchy is set forth below: | ||
Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||
Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | ||
Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. They are based on best information available in the absence of level 1 and 2 inputs. | ||
The carrying value of financial instruments, which include cash and cash equivalents, notes receivable, notes payable, and accrued expenses, approximate their fair values due to the short-term nature of these financial instruments. | ||
Treasury Stock | ' | |
Treasury Stock | ||
Treasury stock is recorded at cost. The re-issuance of treasury shares is accounted for on a first in, first-out basis and any difference between the cost of treasury shares and the re-issuance proceeds are charged or credited to additional paid-in capital. During 2011, the Company bought back 38,000 of its own shares. | ||
Income Taxes | ' | |
Income Taxes | ||
The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount of tax benefits expected to be realized. | ||
U.S. GAAP requires that, in applying the liability method, the financial statement effects of an uncertain tax position be recognized based on the outcome that is more likely than not to occur. Under this criterion the most likely resolution of an uncertain tax position should be analyzed based on technical merits and on the outcome that would likely be sustained under examination. The Company had no uncertain tax positions as of December 31, 2013. | ||
The Company's federal income tax returns are no longer subject to examination by the IRS for the years prior to 2010, and the related state income tax returns are no longer subject to examination by state authorities for the years prior to 2010. | ||
Revenue Recognition | ' | |
Revenue Recognition | ||
The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic | ||
605”). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. We had revenue of $100,000 and $0 for the years ended December 31, 2013 and 2012, respectively. | ||
During the year ended December 31, 2013, 100% of the Company’s revenue was related to consulting services provided to one company in the foreign exchange business. | ||
Share-Based Compensation | ' | |
Share-Based Compensation | ||
In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively. No such expenses were recognized for the fiscal year ended December 31, 2013 and 2012. | ||
Earnings (Loss) Per Share | ' | |
Earnings (Loss) Per Share | ||
In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. Because of the Company’s net losses, the effects of stock options, convertible notes, and convertible preferred stock would be anti-dilutive and accordingly, is excluded from the computation of earnings per share. Diluted loss per share has not been computed for the fiscal year ended December 31, 2013 and 2012 because any potential additional common shares would reduce the reported loss per share and therefore have an antidilutive effect. |
Notes_and_Shortterm_Receivable1
Notes and Short-term Receivables (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes and Short-term Receivables [Abstract] | ' | ||||||||
Schedule of notes and short-term receivables including accrued interest | ' | ||||||||
2013 | 2012 | ||||||||
Note receivable - Vulcan | $ | 440,000 | $ | 400,000 | a. | ||||
Short-term note receivable - Cordellia | - | 80,777 | b. | ||||||
Note receivable - Apel Design | - | 16,578 | c. | ||||||
Total notes and short-term receivables | $ | 440,000 | $ | 497,355 | |||||
a. | On January 7, 2013, effective December 31, 2012, the Company, JV, and Vulcan entered into an agreement pursuant to which the JV Agreement was terminated. As part of the termination agreement, Vulcan issued to the Company a 10% Secured and Collateralized Promissory Note in the principal amount of $400,000. The interest rate will increase by 4% per annum if not paid by the maturity date. The note has a maturity date of December 31, 2013. Over the fiscal year of 2013, $40,000 of interest income was accrued for this note. | ||||||||
b. | As of December 31, 2012, the Company had overpaid a note payable to CDOO in the amount of $80,777. This note receivable was charged to bad debt expense at June 30, 2013. | ||||||||
c. | The note receivable from Amit Apel Design, Inc. (“Apel Design”) original principal of $15,000, interest at a 12% annual rate, maturing on August 13, 2012. Subsequently, the parties agreed to extend the maturity of the note to December 31, 2012. The note is secured by Apel Design’s inventory. As of June 30, 2013, the amount owed the Company by Apel Design including accrued interest was $17,471, and was charged to bad debt expense. | ||||||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property and Equipment, Net [Abstract] | ' | |||||||||
Schedule of property and equipment | ' | |||||||||
Estimated | ||||||||||
Useful | ||||||||||
Lives | 2013 | 2012 | ||||||||
Computers and equipment | 3 years | $ | 12,539 | $ | 12,539 | |||||
Furniture | 7 years | 9,430 | 9,430 | |||||||
21,969 | 21,969 | |||||||||
Less accumulated depreciation | 16,935 | 13,552 | ||||||||
$ | 5,034 | $ | 8,417 | |||||||
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes Payable [Abstract] | ' | ||||||||
Schedule of notes payable and accrued interest | ' | ||||||||
2013 | 2012 | ||||||||
Notes payable and accrued interest - Rasel | $ | 145,847 | $ | 140,778 | a. | ||||
Note payable and accrued interest - Glendon | 97,552 | 81,829 | b. | ||||||
Note payable and accrued interest - Third Party Financier | 43,925 | c. | |||||||
Note payable and accrued interest - Vulcan (net of debt discount of $0 | |||||||||
and $100,000 as ofDecember 31, 2013 and December 31, 2012, respectively) | 520,000 | 400,000 | d. | ||||||
$ | 807,324 | $ | 622,607 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||
Schedule of deferred tax assets and liabilities | ' | ||||||||||||
Current | |||||||||||||
Period | |||||||||||||
2012 | Changes | 2013 | |||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 648,000 | 76,271 | $ | 724,271 | ||||||||
Valuation allowance | (648,000 | ) | (76,271 | ) | (724,271 | ) | |||||||
Net deferred tax assets | $ | - | $ | - | $ | - | |||||||
Schedule of reconciliation of income benefit provided at federal statutory rate | ' | ||||||||||||
2013 | 2012 | ||||||||||||
Income tax benefit computed at federal statutory rate | 34 | % | 34 | % | |||||||||
State taxes, net of federal tax benefit | 6 | % | 6 | % | |||||||||
Valuation allowance | -40 | % | -40 | % | |||||||||
Effective tax rate | 0 | % | 0 | % | |||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||||||||||||||||
Schedule of treasury Stock | ' | ||||||||||||||||||||||||
Total Number of | Average | Shares Purchased | Shares Remaining | ||||||||||||||||||||||
Shares Purchased | Price Paid | Under Repurchase Plan | Under Repurchase Plan | ||||||||||||||||||||||
Month | |||||||||||||||||||||||||
May-11 | 23,500 | $ | 0.4095 | 23,500 | 976,500 | ||||||||||||||||||||
Aug-11 | 9000 | $ | 0.1007 | 9,000 | 967,500 | ||||||||||||||||||||
Nov-11 | 5500 | $ | 0.0964 | 5,500 | 962,000 | ||||||||||||||||||||
Weighted-average price paid per share | 38,000 | $ | 0.291 | 38,000 | |||||||||||||||||||||
Schedule Of Series C And Common Stock Additional Paid In Capital Accounts | ' | ||||||||||||||||||||||||
Series C | Series C | ||||||||||||||||||||||||
Convertible Preferred | Convertible Preferred | ||||||||||||||||||||||||
Stock | Common Stock | Stock | Common Stock | ||||||||||||||||||||||
Additional Paid | Additional Paid | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | In Capital | In Capital | ||||||||||||||||||||
Balances at December 31, 2012 | 10,000 | $ | - | 38,888,586 | $ | 389 | $ | 222,340 | $ | 1,418,687 | |||||||||||||||
Conversion of Series C Preferred Stock to Common Stock | (1,530 | ) | 8,415,000 | 84 | (34,018 | ) | 33,934 | ||||||||||||||||||
Common Stock issued in exchange for Licensure Agreement | 200,000,000 | 2,000 | - | 598,000 | |||||||||||||||||||||
Balances at December 31, 2013 | 8,470 | $ | - | 247,303,586 | $ | 2,473 | $ | 188,322 | $ | 2,050,621 |
Organization_and_Nature_of_Bus1
Organization and Nature of Business (Detail Textuals) | Dec. 31, 2013 | Dec. 31, 2012 |
Organization and Nature of Business [Abstract] | ' | ' |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Detail Textuals) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Summary of Significant Accounting Policies [Abstract] | ' | ' | ' |
Number of shares bought back | ' | ' | 38,000 |
Revenues | $100,000 | $0 | ' |
Liquidity_and_Going_Concern_De
Liquidity and Going Concern (Detail Textuals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Liquidity and Going Concern [Abstract] | ' | ' |
Accumulated deficit | ($2,116,461) | ($1,824,684) |
Investments_Acquisitions_and_D1
Investments, Acquisitions, and Divestiture (Detail Textuals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 17, 2010 | Nov. 17, 2010 | Nov. 17, 2010 |
Triple 8 Limited | Triple 8 Limited | Triple 8 Limited | |||
A.P Holdings Limited | H. A. M Group Limited | H. A. M Group Limited | |||
Series A Preferred stock | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Common stock shares acquired | ' | ' | 17,924 | 1,996 | ' |
Percentage of issued and outstanding shares acquired | ' | ' | 44.90% | ' | ' |
Common stock shares issued | 247,303,586 | 38,888,586 | 25,000,000 | ' | ' |
Note payable principal amount | ' | ' | $1,200,000 | ' | ' |
Note payable interest rate | ' | ' | 6.00% | ' | ' |
Common stock convertible amount | ' | ' | 6,000,000 | ' | ' |
Number of shares surrender by the shareholders | ' | ' | 70,000,000 | ' | ' |
Issued and outstanding common shares | ' | ' | ' | 5.00% | ' |
Company's ownership increased | ' | ' | ' | 49.90% | ' |
Preferred stock, shares issued | ' | ' | ' | ' | 12,000 |
Interest rate Percentage convertible debenture | ' | ' | ' | 6.00% | ' |
Amount of convertible debenture | ' | ' | ' | $600,000 | ' |
Preferred stock, par value (in dollars per share) | ' | ' | ' | ' | $100 |
Conversion price | ' | ' | ' | ' | $0.30 |
Number of shares of common stock | ' | ' | ' | 4,000,000 | ' |
Investments_Acquisitions_and_D2
Investments, Acquisitions, and Divestiture (Detail Textuals 1) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Nov. 30, 2012 | |
Cordellia DOO | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Amount of promissory note issued | ' | $1,000,000 |
Note payable interest rate | ' | 10.00% |
Amount paid | 1,000,000 | ' |
Triple 8 Limited | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Amount payable | ' | 2,001,000 |
Aggregate amount of payments received | $2,001,000 | ' |
Investments_Acquisitions_and_D3
Investments, Acquisitions, and Divestiture (Detail Textuals 2) (USD $) | Jan. 07, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 07, 2013 | Jan. 07, 2013 | Dec. 31, 2012 | Feb. 13, 2012 |
Note receivable - Vulcan | Note receivable - Vulcan | Vulcan Note payable | JV Investments Inc | JV Investments Inc | Vulcan Oil & Gas Inc | Joint Venture Agreement | |
Note receivable - Vulcan | Vulcan Note payable | JV Investments Inc | Vulcan Oil & Gas Inc | ||||
JV Investments Inc | |||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Amount provided in cash | ' | ' | ' | ' | ' | ' | $68,000 |
Value of credit for inventory | ' | ' | ' | ' | ' | ' | 31,328 |
Total investment value | ' | ' | ' | ' | ' | ' | 99,328 |
Principal amount of promissory note | ' | ' | 500,000,000 | ' | 500,000 | ' | ' |
Note payable interest rate | ' | 10.00% | ' | ' | 4.00% | ' | ' |
Principal amount of promissory note received | ' | ' | ' | 400,000 | ' | ' | ' |
Percentage of interest rate on promissory note | 10.00% | ' | ' | 10.00% | ' | ' | ' |
Investment written off | ' | ' | ' | ' | ' | $99,328 | ' |
Investments_Acquisitions_and_D4
Investments, Acquisitions, and Divestiture (Detail Textuals 3) (Forex Note, Vulcan Oil & Gas Inc, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Forex Note | Vulcan Oil & Gas Inc | ' |
Business Acquisition [Line Items] | ' |
Maturity period extended | '1 year |
Percentage of interest rates | 4.00% |
Increase in percentage of interest rates on note for extended maturity period | 10.00% |
Description of conversion | 'The Forex Note conversion price is the Variable Conversion Price, which is defined as 50% multiplied by the average of the lowest three trading prices of the Company's common stock on the OTCBB during the 10 day trading period ending on the latest complete day of trading on the OTCBB prior to the date of conversion. |
Variable conversion price | $0.00 |
Percentage of common stock outstanding owned | 4.90% |
Investments_Acquisitions_and_D5
Investments, Acquisitions, and Divestiture (Detail Textuals 4) (Vulcan Note) | Dec. 31, 2012 |
Vulcan Note | ' |
Business Acquisition [Line Items] | ' |
Percentage of interest charge on principal sum | 10.00% |
Percentage of interest increase per annum | 4.00% |
Percentage of interest rate in the event of principal is not paid by the December 31, 2013 | 14.00% |
Notes_and_Shortterm_Receivable2
Notes and Short-term Receivables - Schedule of notes and short-term receivables including accrued interest (Details) (USD $) | Dec. 31, 2013 | Jan. 07, 2013 | Dec. 31, 2012 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | |
Total notes and short-term receivables | $440,000 | ' | $497,355 | |
Note receivable - Vulcan | ' | ' | ' | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | |
Total notes and short-term receivables | 440,000 | 400,000 | 400,000 | [1] |
Short-term note receivable - Cordellia | ' | ' | ' | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | |
Total notes and short-term receivables | ' | ' | 80,777 | [2] |
Note receivable - Apel Design | ' | ' | ' | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | |
Total notes and short-term receivables | ' | ' | $16,578 | [3] |
[1] | On January 7, 2013, effective December 31, 2012, the Company, JV, and Vulcan entered into an agreement pursuant to which the JV Agreement was terminated. As part of the termination agreement, Vulcan issued to the Company a 10% Secured and Collateralized Promissory Note in the principal amount of $400,000. The interest rate will increase by 4% per annum if not paid by the maturity date. The note has a maturity date of December 31, 2013. Over the fiscal year of 2013, $40,000 of interest income was accrued for this note. | |||
[2] | The note receivable from Amit Apel Design, Inc. ("Apel Design") original principal of $15,000, interest at a 12% annual rate, maturing on August 13, 2012. Subsequently, the parties agreed to extend the maturity of the note to December 31, 2012. The note is secured by Apel Design's inventory. As of June 30, 2013, the amount owed the Company by Apel Design including accrued interest was $17,471, and was charged to bad debt expense. | |||
[3] | As of December 31, 2012, the Company had overpaid a note payable to CDOO in the amount of $80,777. This note receivable was charged to bad debt expense at June 30, 2013. |
Notes_and_Shortterm_Receivable3
Notes and Short-term Receivables (Detail Textuals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 13, 2012 | Jan. 07, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Note receivable - Vulcan | Note receivable - Vulcan | Note receivable - Vulcan | Short-term note receivable - Cordellia | Short-term note receivable - Cordellia | Note receivable - Apel Design | Note receivable - Apel Design | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Total notes and short-term receivables | $440,000 | $497,355 | ' | $400,000 | $440,000 | $400,000 | [1] | ' | $80,777 | [2] | ' | $16,578 | [3] |
Initial interest rate of notes and loans receivable net | ' | ' | ' | 10.00% | ' | ' | ' | ' | 12.00% | 12.00% | |||
Increase in interest rate per annum | ' | ' | ' | 4.00% | ' | ' | ' | ' | ' | ' | |||
Interest income accrued | ' | ' | ' | 40,000 | ' | ' | ' | ' | ' | ' | |||
Original principal amount of note receivable | ' | ' | 150,000 | ' | ' | ' | ' | ' | 15,000,000 | ' | |||
Accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | $17,471,000 | ' | |||
Maturity date | ' | ' | ' | ' | ' | ' | ' | ' | 13-Aug-12 | ' | |||
[1] | On January 7, 2013, effective December 31, 2012, the Company, JV, and Vulcan entered into an agreement pursuant to which the JV Agreement was terminated. As part of the termination agreement, Vulcan issued to the Company a 10% Secured and Collateralized Promissory Note in the principal amount of $400,000. The interest rate will increase by 4% per annum if not paid by the maturity date. The note has a maturity date of December 31, 2013. Over the fiscal year of 2013, $40,000 of interest income was accrued for this note. | ||||||||||||
[2] | The note receivable from Amit Apel Design, Inc. ("Apel Design") original principal of $15,000, interest at a 12% annual rate, maturing on August 13, 2012. Subsequently, the parties agreed to extend the maturity of the note to December 31, 2012. The note is secured by Apel Design's inventory. As of June 30, 2013, the amount owed the Company by Apel Design including accrued interest was $17,471, and was charged to bad debt expense. | ||||||||||||
[3] | As of December 31, 2012, the Company had overpaid a note payable to CDOO in the amount of $80,777. This note receivable was charged to bad debt expense at June 30, 2013. |
Property_and_Equipment_Net_Sum
Property and Equipment, Net - Summary of property and equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $21,969 | $21,969 |
Less accumulated depreciation | 16,935 | 13,552 |
Property and equipment, net | 5,034 | 8,417 |
Computers and equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful lives | '3 years | '3 years |
Property and equipment, gross | 12,539 | 12,539 |
Furniture | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Estimated useful lives | '7 years | '7 years |
Property and equipment, gross | $9,430 | $9,430 |
Property_and_Equipment_Net_Det
Property and Equipment, Net (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property and Equipment, Net [Abstract] | ' | ' |
Depreciation expense | $3,383 | $5,527 |
Other_Assets_Detail_Textuals
Other Assets (Detail Textuals) (USD $) | 1 Months Ended | 12 Months Ended |
Apr. 19, 2010 | Dec. 31, 2013 | |
Other Assets [Abstract] | ' | ' |
Cost of creating websites | $105,359 | ' |
Capitalized cost of creating websites | 105,359 | ' |
Amortization period website | '2 years | ' |
Common stock agreed for issuance under Licensure agreement, shares | ' | 200,000,000 |
Common stock agreed for issuance under Licensure agreement, value | ' | $600,000 |
Common stock agreed for issuance under Licensure agreement, per share price | ' | $0.00 |
Notes_Payable_Summary_of_notes
Notes Payable - Summary of notes payable and accrued interest (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ' | ' | |
Notes Payable | $807,324 | $622,607 | |
Rasel - Notes payable and accrued interest | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes Payable | 145,847 | 140,778 | [1] |
Glendon - Note payable and accrued interest | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes Payable | 97,552 | 81,829 | [2] |
Vulcan - Note payable and accrued interest | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes Payable | 520,000 | 400,000 | [3] |
Cordelia - Note payable and accrued interest | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes Payable | ' | ' | [4] |
Third Party Financier - Note payable and accrued interest | ' | ' | |
Debt Instrument [Line Items] | ' | ' | |
Notes Payable | $43,925 | ' | [5] |
[1] | Rasel LTD - Convertible Notes Payable On October 6, 2009, the Company signed a note payable for $25,000 to Rasel due on October 6, 2010, bearing interest at 4% per annum. The proceeds were used to pay for half of existing accounts payable for legal fees incurred at the Company's inception. On October 20, 2009, the Company signed a note payable for $50,000 payable to Rasel due on October 20, 2010, bearing interest at 4% per annum. These proceeds were used to pay for startup costs, audit fees and future expenses. On January 22, 2010, the Company signed a note payable for $50,000 payable to Rasel due on October 30, 2011, bearing interest at 4% per annum. These proceeds were used for working capital and expenditures. On January 22, 2010, the Company signed an amendment to extend the maturity date of the promissory notes in the amount of $25,000 and $50,000 dated October 6, 2009 and October 20, 2009, respectively, to October 30, 2011. On March 2, 2011, the Company and Rasel agreed to extend the maturity of all notes to December 31, 2012, in consideration of adding a conversion feature to the notes with either a 5% discount to the market price or a fixed price of $0.60. The extension of maturity was effective as of December 30, 2010. The balance of the notes as of December 31, 2013 and December 31, 2012, was $145,847 and $140,778, respectively, which includes accrued interest in the amounts of $20,847 and $15,778 at December 31, 2013 and 2012, respectively. The note is currently in default since the beginning of 2013; and the Company will attempt to reach an amicable settlement with the counterparty. | ||
[2] | Glendon Note Payable On December 31, 2012, the Company converted a payable in the amount of $155,242 to a note payable. The note bears annual interest at 10%, and was to mature on December 31, 2012. The Company has negotiated an extension to the maturity date until December 31, 2013. The note is currently in default; the Company will attempt to reach an amicable settlement with the counterparty. The balance at December 31, 2013 and December 31, 2012, including accrued interest, is $97,552 and $81,829, respectively. | ||
[3] | Note Payable to Vulcan On January 7, 2013, effective December 31, 2012, the Company, JV and Vulcan entered an agreement pursuant to which the JV Agreement was terminated, the Company issued to Vulcan a 4% convertible promissory note in the principal amount of $500,000 (the "Forex Note") and Vulcan issued to the Company a 10% Secured and Collateralized Promissory Note in the principal amount of $400,000. The Company recognized a debt discount in the amount of $100,000 for the difference in the face value of the note issued and the note received from the same party. The face value of the note payable is shown net of the debt discount. This debt discount will be amortized over the one-year life of the note. The note has a maturity date of December 31, 2013, and can be extended by the Company for an additional one year at which point the 4% interest rate will increase to 10% per annum. The Forex Note may be prepaid without penalty. The Forex Note conversion price is the Variable Conversion Price, which is defined as 50% multiplied by the average of the lowest three trading prices of the Company's common stock on the OTCBB during the 10-day trading period ending on the latest complete day of trading on the OTCBB prior to the date of conversion. The Variable Conversion Price cannot be less than $0.002. At no time will Vulcan convert any amount of the Forex Note into common stock that would result in Vulcan owning more than 4.99% of the common stock outstanding of the Company. As of December 31, 2013, the entire debt discount has been amortized in the accompanying financial statements, and $20,000 of interest expense was accrued during the year ended December 31, 2013. | ||
[4] | Cordelia (CDOO) Note Payable The Company entered into a settlement agreement to annul its purchase of Triple 8 stock and issued a new promissory note to CDOO in the principal amount of $1,000,000. The CDOO note bears interest at the rate of ten percent (10%) per annum and is due and payable in full on November 30, 2012. Payments made for the year ended December 31, 2012 amounted to $1,146,946 of which $66,169 was for accrued interest and $80,777 was an overpayment which is reflected in notes and short term receivables in the accompanying consolidated financial statements. At December 31, 2012 this note has been paid in full. The balance due as of December 31, 2011 was $1,006,944, which included accrued interest in the amount of $6,944. | ||
[5] | c) Issuance of note payable to third party On July 24, 2013, the Company entered into a Securities Purchase Agreement with a third party financing source ("Financer"), for the sale of an 8% convertible note in the principal amount of $42,500 (the "July 2013 Note"), of which $2,500 was for legal fees associated with the transaction. The financing closed on July 31, 2013. The July 2013 Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on April 29, 2014. The July 2013 Note is convertible into common stock, at Financer's option, at the greater of a 42% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion or $0.00009. In the event the Company prepays the July 2013 Note in full, the Company is required to pay to Financer an amount in cash equal to all principal, interest and any other amounts owing multiplied by (i) 112% if prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 121% if prepaid 31 days following the closing through 60 days following the closing and (iii) 126% if prepaid 61 days following the closing through 90 days following the closing and (iv) 131% if prepaid 91 days following the closing through 120 days following the closing and (v) 136% if prepaid 121 days following the closing through 150 days following the closing and (vi) 141% if prepaid 151 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment. Financer has agreed to restrict its ability to convert the July 2013 Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received from this offering was $42,500, less attorneys fees. As of the date of the July 2013 Note, the Company is obligated on the Note issued to Financer in connection with the offering. The July 2013 Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated there under since, among other things, the transaction did not involve a public offering, Financer is an accredited investor, Financer had access to information about the Company and their investment, Financer took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities. As of December 31, 2013, the convertible note balance and accrued interest is $43,925. |
Notes_Payable_Summary_of_notes1
Notes Payable - Summary of notes payable and accrued interest - Parentheticals (Details) (Vulcan Note payable, USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
Vulcan Note payable | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Net of debt discount | $100,000 | $0 |
Notes_Payable_Detail_Textuals
Notes Payable (Detail Textuals) (Rasel LTD - Convertible Notes Payable, USD $) | 1 Months Ended | |||||
Jan. 22, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 02, 2011 | Oct. 20, 2009 | Oct. 06, 2009 | |
Rasel LTD - Convertible Notes Payable | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Note payable, principal amount | $50,000 | $145,847 | $140,778 | ' | $50,000 | $25,000 |
Note payable interest rate | 4.00% | ' | ' | ' | 4.00% | 4.00% |
Maturity date of the promissory notes extended | '$25,000 and $50,000 dated October 6, 2009 and October 20, 2009, respectively, to October 30, 2011 | ' | ' | ' | ' | ' |
Conversion feature note discount | ' | ' | ' | 5.00% | ' | ' |
Conversion feature note fixed price | ' | ' | ' | $0.60 | ' | ' |
Accrued interest | ' | $20,847 | $15,778 | ' | ' | ' |
Notes_Payable_Detail_Textuals_
Notes Payable (Detail Textuals 1) (Glendon Note Payable, USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Glendon Note Payable | ' |
Debt Instrument [Line Items] | ' |
Note payable converted amount | $155,242 |
Note payable interest rate | 10.00% |
Notes_Payable_Detail_Textuals_1
Notes Payable (Detail Textuals 2) (Note payable to third party [Member], USD $) | 0 Months Ended | 1 Months Ended |
Jul. 24, 2013 | Jul. 31, 2013 | |
Note payable to third party [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Convertible note payable, principal amount | $42,500 | ' |
Note payable interest rate | 8.00% | 8.00% |
Legal fees | 2,500 | ' |
Notes payable, description | ' | ' |
The July 2013 Note is convertible into common stock, at Financer’s option, at the greater of a 42% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion or $0.00009. In the event the Company prepays the July 2013 Note in full, the Company is required to pay to Financer an amount in cash equal to all principal, interest and any other amounts owing multiplied by (i) 112% if prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 121% if prepaid 31 days following the closing through 60 days following the closing and (iii) 126% if prepaid 61 days following the closing through 90 days following the closing and (iv) 131% if prepaid 91 days following the closing through 120 days following the closing and (v) 136% if prepaid 121 days following the closing through 150 days following the closing and (vi) 141% if prepaid 151 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment. | ||
proceeds from issuance of common stock | ' | $42,500 |
Percentage of common stock outstanding owned after conversion | ' | 9.99% |
Notes_Payable_Detail_Textuals_2
Notes Payable (Detail Textuals 3) (USD $) | 0 Months Ended | 12 Months Ended | ||
Jan. 07, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Debt Instrument [Line Items] | ' | ' | ' | |
Principal amount of promissory note received | ' | $440,000 | 497,355 | |
Note receivable | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Percentage of interest rate on promissory note | ' | ' | 10.00% | |
Principal amount of promissory note received | 400,000 | 440,000 | 400,000 | [1] |
Percentage of interest rate on promissory note | 10.00% | ' | ' | |
JV Investments Inc | Note receivable | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Percentage of interest rate on promissory note | 10.00% | ' | ' | |
Vulcan Oil and Gas Inc | Note receivable | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Principal amount of promissory note received | 400,000 | ' | ' | |
Vulcan Note payable | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Aggregate principal amount of loan | ' | 500,000,000 | ' | |
Recognized debt discount | 100,000 | ' | ' | |
Amortization period of debt discount | '1 year | ' | ' | |
Extended term of notes | '1 year | ' | ' | |
Increase in percentage of interest rates on Forex Notes for extended maturity period | 10.00% | ' | ' | |
Description of forex transaction | 'The Forex Note conversion price is the Variable Conversion Price, which is defined as 50% multiplied by the average of the lowest three trading prices of the Company's common stock on the OTCBB during the 10 day trading period ending on the latest complete day of trading on the OTCBB prior to the date of conversion. | ' | ' | |
Variable conversion price | $0.00 | ' | ' | |
Percentage of common stock outstanding owned after conversion | ' | 4.99% | 4.99% | |
Interest expense accrued | ' | 20,000,000 | ' | |
Vulcan Note payable | JV Investments Inc | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Aggregate principal amount of loan | $500,000 | ' | ' | |
Percentage of interest rate on promissory note | 4.00% | ' | ' | |
Vulcan Note payable | Vulcan Oil and Gas Inc | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Percentage of common stock outstanding owned after conversion | 4.99% | ' | ' | |
[1] | On January 7, 2013, effective December 31, 2012, the Company, JV, and Vulcan entered into an agreement pursuant to which the JV Agreement was terminated. As part of the termination agreement, Vulcan issued to the Company a 10% Secured and Collateralized Promissory Note in the principal amount of $400,000. The interest rate will increase by 4% per annum if not paid by the maturity date. The note has a maturity date of December 31, 2013. Over the fiscal year of 2013, $40,000 of interest income was accrued for this note. |
Income_Taxes_Significant_porti
Income Taxes - Significant portions of deferred tax assets and liabilities (Details) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Deferred Tax Assets, Net [Abstract] | ' |
Net operating loss carryforwards | $411,000 |
Loan receivable | 56,000 |
Accounts payable and accrued expenses | 39,000 |
Valuation allowance | -506,000 |
Net deferred tax assets | ' |
Net operating loss carryforwards, Current period changes | 237,000 |
Loan receivable, Current period changes | -56,000 |
Accounts payable and accrued expenses, Current period changes | -39,000 |
Valuation allowance, Current period changes | -142,000 |
Net deferred tax assets, Current period changes | ' |
Net operating loss carryforwards | 648,000 |
Loan receivable | ' |
Accounts payable and accrued expenses | ' |
Valuation allowance | -648,000 |
Net deferred tax assets | ' |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of income benefit (Details 1) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Income Taxes [Abstract] | ' | ' |
Income tax benefit computed at federal statutory rate | 34.00% | 34.00% |
State taxes, net of federal tax benefit | 6.00% | 6.00% |
Valuation allowance | -40.00% | -40.00% |
Effective tax rate | 0.00% | 0.00% |
Income_Taxes_Detail_Textuals
Income Taxes (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Income Taxes [Abstract] | ' | ' |
Percentage of valuation allowance | 100.00% | ' |
Net operating loss carryforwards | $1,600,000 | ' |
Percentage used in calculation of tax effect of temporary differences and carryforwards | 40.00% | ' |
Federal statutory rate | 34.00% | 34.00% |
Stockholders_Deficiency_Equity
Stockholders' (Deficiency) Equity - Treasury stock (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2011 | Nov. 30, 2011 | Aug. 31, 2011 | 31-May-11 | Dec. 31, 2013 | |
Treasury Stock at Cost | Treasury Stock at Cost | Treasury Stock at Cost | Treasury Stock at Cost | ||
Equity, Class of Treasury Stock [Line Items] | ' | ' | ' | ' | ' |
Total Number of Shares Purchased | 38,000 | 5,500 | 9,000 | 23,500 | 38,000 |
Average Price Paid | ' | $0.10 | $0.10 | $0.41 | $0.29 |
Shares Purchased Under Repurchase Plan | ' | 5,500 | 9,000 | 23,500 | 38,000 |
Shares Remaining Under Repurchase Plan | ' | 962,000 | 967,500 | 976,500 | ' |
Stockholders_Deficiency_Equity1
Stockholders' (Deficiency) Equity - Series C and Common Stock Additional Paid in Capital accounts (Details 1) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2010 | |
Balance | ($194,327) | $130,207 | $7,920,324 |
Conversion of Series C Preferred Shares to Common Stock | ' | ' | ' |
Common stock issued in exchange for Licensure Agreement | 600,000 | ' | ' |
Balance | 113,896 | 130,207 | 7,920,324 |
Common Stock [Member] | ' | ' | ' |
Balance | 389 | 343 | 636 |
Balance (in shares) | 38,888,586 | 34,248,585 | 63,586,666 |
Conversion of Series C Preferred Shares to Common Stock | 84 | ' | ' |
Conversion of Series C Preferred Shares to Common Stock (in shares) | 8,415,000 | ' | ' |
Common stock issued in exchange for Licensure Agreement | 2,000 | ' | ' |
Common stock issued in exchange for Licensure Agreement (in shares) | 200,000,000 | ' | ' |
Balance | 2,473 | 343 | 636 |
Balance (in shares) | 247,303,586 | 34,248,585 | 63,586,666 |
Additional Paid-In Capital [Member] | ' | ' | ' |
Balance | 1,641,027 | 1,372,333 | 8,410,039 |
Conversion of Series C Preferred Shares to Common Stock | -84 | ' | ' |
Common stock issued in exchange for Licensure Agreement | 598,000 | ' | ' |
Balance | 2,238,943 | 1,372,333 | 8,410,039 |
Common Stock [Member] | Additional Paid-In Capital [Member] | ' | ' | ' |
Balance | 1,418,687 | ' | ' |
Conversion of Series C Preferred Shares to Common Stock | 33,934 | ' | ' |
Common stock issued in exchange for Licensure Agreement | 598,000 | ' | ' |
Balance | 2,050,621 | ' | ' |
Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | ' | ' | ' |
Balance (in shares) | 10,000 | ' | ' |
Conversion of Series C Preferred Shares to Common Stock (in shares) | -1,530 | ' | ' |
Balance (in shares) | 8,470 | ' | ' |
Convertible Preferred Stock [Member] | Series C Preferred Stock [Member] | Additional Paid-In Capital [Member] | ' | ' | ' |
Balance | 222,340 | ' | ' |
Conversion of Series C Preferred Shares to Common Stock | 340,180 | ' | ' |
Common stock issued in exchange for Licensure Agreement | ' | ' | ' |
Balance | $188,322 | ' | ' |
Stockholders_Deficiency_Equity2
Stockholders' (Deficiency) Equity (Detail Textuals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 26, 2012 |
Class of Stock [Line Items] | ' | ' | ' |
Common Stock, shares authorized | 600,000,000 | 600,000,000 | ' |
Common Stock, par value (in dollars per share) | $0.00 | $0.00 | ' |
Series B Preferred stock | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Preferred Stock, shares authorized | 20,000,000 | 20,000,000 | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | ' |
Series C Preferred Stock | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Preferred Stock, shares authorized | 10,000 | 10,000 | 10,000 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 |
Stockholders_Deficiency_Equity3
Stockholders' (Deficiency) Equity (Detail Textuals 1) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
Mrs. Franco | Glass and Reich | ||
Number of restricted shares issued | ' | 554,521 | 2,042,740 |
Value of restricted shares issued | ' | $5,545 | $20,427 |
Agreement on shares | 200,000,000 | ' | ' |
Revenue | $50,000 | ' | ' |
Stockholders_Deficiency_Equity4
Stockholders' (Deficiency) Equity (Detail Textuals 2) (USD $) | Apr. 25, 2011 | Dec. 31, 2012 | Nov. 01, 2011 |
Treasury Stock | Series A Preferred stock | Series B Preferred stock | |
Class of Stock [Line Items] | ' | ' | ' |
Number of shares authorized to purchase | 1,000,000 | ' | ' |
Number of shares of Series B Preferred Stock issued on a pro-rata basis | ' | ' | 45,000 |
Preferred Stock, par value (in dollars per share) | ' | $100 | $100 |
Conversion price (in dollars per share) | ' | $0.30 | $0.30 |
Number of shares converted | ' | 4,000,000 | 15,000,000 |
Stockholders_Deficiency_Equity5
Stockholders' (Deficiency) Equity (Detail Textuals 3) (Series C Preferred Stock, USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Nov. 26, 2013 | Nov. 11, 2013 | Nov. 05, 2013 | Oct. 31, 2013 | Sep. 25, 2012 | Dec. 31, 2013 | Oct. 21, 2013 | Apr. 29, 2011 | |
GV Global Communications, Inc | GV Global Communications, Inc | GV Global Communications, Inc | GV Global Communications, Inc | GV Global Communications, Inc | GV Global Communications, Inc | GV Global Communications, Inc | GV Global Communications, Inc | |||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, par value (in dollars per share) | ' | $11 | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | $111,000 |
Amount of loan converted | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' |
Description of forex transaction | ' | 'The Conversion Price for each share is equal to a 50% discount to the average of the lowest three lowest closing bid prices of the Company's common stock during the 10 day trading period prior to the conversion with a minimum conversion price of $0.002. | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of common stock outstanding owned after conversion | 4.99% | 4.90% | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Stock, Shares Converted | ' | ' | 425 | 380 | 380 | 345 | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | 2,337,500 | 2,090,000 | 2,090,000 | 1,897,500 | ' | ' | ' | ' |
Conversion price | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' |
Shares hold by GV | ' | ' | ' | ' | ' | ' | ' | $8,470 | ' | ' |
Related_Parties_Detail_Textual
Related Parties (Detail Textuals) (USD $) | 12 Months Ended | 12 Months Ended | ||||
Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Mrs. Franco | Glass and Reich | Erik Klinger | Erik Klinger | Directors and officer's | David Price | |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' |
Number of restricted shares issued | 554,521 | 2,042,740 | ' | ' | ' | ' |
Value of restricted shares issued | $5,545 | $20,427 | ' | ' | ' | ' |
Consulting fees | ' | ' | ' | ' | ' | 20,000 |
Accrued directors fees | ' | ' | $49,200 | $49,166 | $34,801 | ' |
Per_Share_Information_Detail_T
Per Share Information (Detail Textuals) (USD $) | 12 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 22, 2010 | Oct. 20, 2009 | Oct. 06, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 26, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Vulcan Note payable | Vulcan Note payable | Rasel LTD - Convertible Notes Payable | Rasel LTD - Convertible Notes Payable | Rasel LTD - Convertible Notes Payable | Rasel LTD - Convertible Notes Payable | Rasel LTD - Convertible Notes Payable | Third Party Financier Note | Converted common stock | Series B Preferred stock | Series B Preferred stock | Convertible Notes Payable | Series C Preferred Stock | Series C Preferred Stock | Series C Preferred Stock | Series C Preferred Stock | Series C Preferred Stock | |||
Convertible Preferred Stock | Convertible Preferred Stock | ||||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dilutive common stock equivalents outstanding | 202,049,291 | 171,763,778 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potentially dilutive common stock arises | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000 | 45,000 | ' | ' | ' | ' | ' | ' |
Issuance of shares or note convertible into shares | 50,171,042 | ' | 60,000,000 | 134,529,148 | 234,630 | ' | ' | ' | ' | 30,293,248 | ' | 15,000,000 | 15,000,000 | 234,630 | ' | ' | ' | ' | ' |
Issuance of preferred shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000 | 45,000 | ' | 8,470 | 10,000 | ' | 10,000 | ' |
Preferred stock, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | $0.00 | $0.00 | $0.00 | $100 | $100 |
Number of preference shares converted in to common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,000,000 | ' | ' | ' | 46,585,000 | ' | ' | ' | ' |
Restriction on percentage of common stock | ' | ' | ' | 'more than 4.99 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'more than 4.99 | ' | ' | ' |
Note payable, principal amount | ' | ' | $500,000,000 | ' | $140,778 | $145,847 | $50,000 | $50,000 | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of common stock outstanding owned after conversion | ' | ' | 4.99% | 4.99% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.99% | 4.90% | ' | ' | ' |
Subsequent_Events_Detail_Textu
Subsequent Events (Detail Textuals) (USD $) | 12 Months Ended | 1 Months Ended | 1 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2014 | Mar. 17, 2014 | Jan. 31, 2014 | Apr. 04, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock agreed for issuance under Licensure agreement, shares | 200,000,000 | ' | ' | ' | ' | ' | ' | ' |
Common stock agreed for issuance under Licensure agreement, value | $600,000 | ' | ' | ' | ' | ' | ' | ' |
Common stock agreed for issuance under Licensure agreement, per share price | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Number of series C preferred shares, Converted | ' | ' | ' | ' | ' | ' | 2,270 | 1,800 |
Common stock issued upon conversion | ' | ' | 12,485,000 | 8,974,780 | 9,900,000 | ' | ' | ' |
Convertible note payable, principal amount | ' | ' | ' | $9,110 | ' | ' | ' | ' |
Common Stock, shares authorized | 600,000,000 | 600,000,000 | ' | ' | ' | 600,000,000 | ' | ' |