Common Stock | 3 Months Ended |
Mar. 31, 2014 |
Stockholders' Equity Note [Abstract] | ' |
Common Stock | ' |
5 | COMMON STOCK |
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On November 28, 2007, upon shareholder approval, the Company amended its Articles of Incorporation to establish two classes of stock. The first class of stock is Class A Common Stock, par value $0.0166, of which 59,000,000 shares were initially authorized, and the holders of the Class A Common Stock are entitled to one vote per share. The second class of stock is Class B Participating Cumulative Preferred Super-voting Stock, par value $0.0166, of which 1,000,000 shares are authorized. On March 4, 2013, stockholders voted to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to (a) increase the number of authorized shares of Common Stock from fifty nine million (59,000,000) shares of Common Stock to twenty billion (20,000,000,000) shares of Common stock; (b) amend the par value of Common Stock from a par value $0.0166 per share to a par value of $0.00004897 per share; (c) amend the Class B Participating Cumulative Preferred Super-voting Stock such that the voting rights of Class B shareholders are increased from one hundred votes per share to twenty thousand votes per share; and (d) authorize the issuance of five million (5,000,000) shares of “blank check” preferred stock, $0.0166 par value per share, to be issued in series, and all properties of such preferred stock to be determined by the Company’s Board of Directors. The amendment became effective on July 10, 2013. All share and per share data in the accompanying financial statements has been retroactively adjusted to reflect the stock split. |
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The holders of the Class B Participating Cumulative Preferred Super-voting Stock are permitted to vote their shares cumulatively as one class with the Class A Common Stock. The Class B Participating Cumulative Preferred Super-voting Stock pays dividends at 6%. For the years ended December 31, 2013, 2012, 2011, 2010, 2009, 2008, and 2007, the Company’s Board of Directors did not declare any dividends. Total undeclared Class B Participating Cumulative Preferred Super-voting Stock dividends as of March 31, 2014, were $136,036. |
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Class A Common Stock |
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Issuances of the Company’s common stock during the years ended December 31, 2007, 2008, 2009, 2010, 2011, 2012 and the three months ended March 31, 2014 included the following: |
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Shares Issued for Cash |
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During 2007, 224,000 shares of Class A Common Stock were issued for $36,000 cash with various prices per share ranging from $0.15 to $0.25. Additionally, the Company paid cash offering costs of $2,500. |
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During 2008, 2,352,803 shares of Class A Common Stock were issued for $360,250 cash with various prices per share ranging from $0.13 to $0.25. Additionally, the Company paid cash offering costs of $1,500. |
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In 2009, 3,688,438 shares of Class A Common Stock were issued for $437,435 cash with various prices per share ranging from $0.04 to $0.35. Additionally, the Company paid cash offering costs of $7,000. |
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In 2010, 2,138,610 shares of Class A Common Stock were issued for $442,181 cash with various prices per share ranging from $0.18 to $.35. |
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In 2011, 6,349,750 shares of Class A Common Stock were issued for $1,318,750 cash with various prices per share ranging from $0.20 to $.35. |
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In 2012, 1,530,000 shares of Class A Common Stock were issued for $153,000 cash with $.10 price per share. |
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In 2013, 357,143 shares of Class A Common Stock were sold for $12,500 cash at $0.035 per share. These shares were unissued as of March 31, 2014 and are recorded as Stock Payable. |
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Shares Issued for Services |
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In 2007, 14,000,000 shares of Class A common stock were issued to the Company’s founders, having a fair value of $232,400, based on a nominal value of $0.0166 per share. The 232,400 were expensed upon issuance as the shares were fully vested. |
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In 2007, 50,000 shares of Class A common stock were issued for legal services provided to the Company with a value of $7,500 or $0.15 per share, based on contemporaneous cash sales prices. |
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In 2008, 169,000 shares of Class A common stock were issued for services with a fair value of $34,530 ranging from $0.13 to $0.25 per share, based on contemporaneous cash sales prices. |
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In March 2009, 8,000 shares of Class A common stock were issued for services provided to the Company with a value of $2,400 or $0.30 per share, based on contemporaneous cash sales prices. |
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In June 2009, 17,333 shares of Class A common stock were issued for services provided to the Company with a value of $2,600 or $0.15 per share, based on contemporaneous cash sales prices. |
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In August 2009, 41,000 shares of Class A common stock were issued for services provided to the Company with a value of $6,150 or $0.15 per share, based on contemporaneous cash sales prices. |
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In February 2009, 500,000 shares of contingently returnable Class A common stock were issued to a consultant pursuant to an agreement whereby the consultant was required to establish a contract with a specific distributor and produce a sale of the Company’s product through such distribution channel. As of the date of this filing, no sales have occurred under the contract and the shares are not considered issued or outstanding for accounting purposes. |
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In January 2010, 21,000 shares of Class A common stock were issued for services provided to the Company with a value of $5,250 or $0.25 per share, based on market price on the date of grant. |
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In June 2010, 750,000 shares of Class A common stock were issued for services provided to the Company with a value of $270,200 at values ranging from $0.20 to $0.50 per share, based on market price on the date of grant. |
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In July 2010, 250,000 shares of Class A common stock were issued for services provided to the Company with a value of 37,500 or $0.15 per share, based on market price on the date of grant. |
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In December 2010, 55,000 shares of Class A common stock were issued to two vendors for services with a value of $28,050, based on based on market price on the date of grant. |
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In June 2011, 815,000 shares of Class A common stock were issued for services provided to the Company with a value of $220,050 at $0.27 per share, based on market price on the date of grant. |
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In August 2011, 50,000 shares of Class A common stock were issued for services provided to the Company with a value of $10,000 at $0.20 per share, based on market price on the date of grant. |
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In November 2011, 100,000 Shares of Class A common stock were issued for services provided to the Company with a value of $20,000 at $0.20 per share, based on market price on the date of grant. |
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In March 2012, 125,000 shares of Class A common stock were issued for services provided to the Company with a value of $12,500 at $0.10 per share, based on market price on the date of grant. |
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In June 2012, 125,000 shares of Class A common stock were issued for services provided to the Company with a value of $12,500 at $0.10 per share, based on market price on the date of grant. |
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In July 2012, 888,900 shares of Class A common stock were issued for services provided to the Company with a value of $88,890 at $0.10 per share, based on market price on the date of grant. |
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In September 2012, 275,000 shares of Class A common stock were issued for services provided to the Company with a value of $33,500 at $0.10 per share, based on market price on the date of grant |
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In October 2012, 360,000 shares of Class A common stock were authorized for services provided to the Company with a value of $36,000 at $0.10 per share, based on market price on the date of grant. These shares were issued on March 21, 2013. |
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In December 2012, 125,000 shares of Class A common stock were authorized for services provided to the Company with a value of $12,500 at $.10 per share, based on a Fair Market Value sales price. As of March 31, 2014, the shares have not been issued and are recorded as stock payable. |
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In January 2013, 6,000,000 shares of Class A common stock were issued to related parties for services provided to the Company with a value of $600,000 at $0.10 per share based on market price on the date of grant. |
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In February 2013, 72,500 shares of Class A common stock were issued for services provided to the Company with a value of $7,250 at $0.10 per share, based on market price on the date of grant. |
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In February 2013, 300,000 shares were issued for services provided to the Company with a value of $30,000 based on Fair Market Value on the date of grant. |
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In March 2013, 360,000 shares were issued for services provided to the Company, fulfilling a stock payable of $36,000 that was accrued for at December 31, 2012. |
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Shares Issued in Conversion of Other Liabilities |
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During 2008, 100,000 shares of Class A Common Stock were issued upon conversion of a $35,000 liability to a vendor. The shares were valued at $0.15 per share or $15,000, based on a contemporaneous cash sales price and the Company recorded a $20,000 gain on conversion of debt. |
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In July 2009, 139,944 shares of Class A Common Stock were issued upon conversion of a $48,980 liability from a vendor. The shares were valued at $16,793 or $0.12 per share, based on a contemporaneous cash sales price. The Company agreed with the vendor, prior to conversion, that it would guarantee the value of the stock, when sold by the vendor, up to the dollar value for the 2009 liability converted (a total of $48,980) and the above mentioned 2008 conversion as it was the same vendor ($35,000) and any difference in value, if less than the liability, would be paid in cash by the Company. As a result, the Company recorded the $48,980 conversion as a liability along with the prior year conversion of $35,000, which resulted in an additional loss on conversion in 2009 of $35,000. The total cumulative liability to guarantee equity value from fiscal 2009 totaled $83,980 as relating to the above shares at December 31, 2009. These shares were actually issued in 2010; however the liability was recorded in 2009 based on this guarantee. |
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In August 2009, the Company converted $55,200 of loans due to a shareholder into 788,571 shares of Common Stock, which were valued at $118,286 or $0.15 per share, based on contemporaneous cash sales prices of the Company’s Common Stock. The Company recognized a loss on conversion of $62,637 and charged $449 to interest expense. |
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During 2010, 247,249 shares of Class A Common Stock were issued upon conversion of $39,272 of vendor liabilities. The shares were valued from $0.10 to $0.36 per share, based on a contemporaneous cash sales price and the Company recorded a $49,615 loss on conversion of debt |
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In 2010, the Company issued 900,000 warrants to several investors in the Company. These warrants expired on April 15, 2013. |
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In October 2011, the Company issued a convertible note, which as a result, taints all convertible instruments outstanding. As such the Company recorded a derivative liability of $40,498 for warrants outstanding. |
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In May 2012, the Company issued 137,931 shares of Class A Common Stock to convert $8,000 of the convertible note into equity. The note was converted in accordance with the conversion terms; therefore, no gain of loss was recognized. |
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In March 2013, the Company issued 591,133 shares of Class A Common Stock as partial conversion of $12,000 of the principal of the noted dated September 28, 2011 as amended on October 17, 2011. Due to conversion within the terms of the note, no gain or loss was recognized. |
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In July 2013, the Company issued 862,069 shares of Class A Common Stock to convert $15,000 of the convertible note dated October 2011 into equity. Due to conversion within the terms of the note, no gain or loss was recognized. |
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In July 2013, the Company issued 1,000,000 shares of Class A Common Stock to convert $20,000 of the convertible note dated June 2013 into equity. Due to conversion within the terms of the note, no gain or loss was recognized. |
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In July 2013, the Company issued 2,000,000 shares of Class A Common Stock to convert $7,600 of the convertible note dated in September 2011 into equity. Due to conversion within the terms of the note, no gain or loss was recognized. |
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Class B Participating Cumulative Preferred Super-voting Stock |
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Issuances of the Company’s preferred stock during the years ended December 31, 2007, 2008 and 2009 included the following: |
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Shares Issued for Cash |
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In 2007, 133,333 shares of Class B Preferred Stock were issued for $45,000 cash or $0.3375 per share. |
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Shares Issued for Services |
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In 2007, 866,667 shares of Class B Preferred Stock were issued to founders for services rendered during 2007 with a value of $0.3375 per share based on the above contemporaneous sale of Class B Preferred Stock. |
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2010 Equity Incentive Plan |
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In June 2010, the Company registered 4,000,000 shares of Class A Common Stock pursuant to its 2010 Equity Incentive Plan, which was also enacted in June 2010. The Company’s Board of Directors have authorized the issuance of the Class A shares of Common Stock to employees upon effectiveness of an effective registration statement. The 2010 Equity Incentive Plan is intended to compensate employees for services rendered. The employees who will participate in the 2010 Equity Incentive Plan have agreed or will agree in the future to provide their expertise and advice to us for the purposes and consideration set forth in their written agreements pursuant to the 2010 Equity Incentive Plan. The services to be provided by the employees will not be rendered in connection with: (i) capital-raising transactions; (ii) direct or indirect promotion of Class A common stock; (iii) maintaining or stabilizing a market for the Class A common stock. The Board of Directors may at any time alter, suspend or terminate the 2010 Equity Incentive Plan. |
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As of March 31, 2014, the Company’s Board of Directors approved 800,000 shares under this plan for issuance; however, none of these shares have been granted or issued to date. |