Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2013 | 8-May-13 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'EWaste Systems, Inc. | ' |
Entity Central Index Key | '0001488309 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-13 | ' |
Amendment Flag | 'true | ' |
Amendment Description | 'The purpose of this Amendment No. 2 to E-Waste Systems, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (the “Form 10-Q”), as filed with the Securities and Exchange Commission on May 20, 2013, is due to a change in the accounting for lease operating agreements. The accounting was originally treated as a variable interest entity and was consolidated. The Company determined that the correct accounting method was a leased operation instead of a consolidated entity. The change in accounting addressed the consolidation of assets and liabilities as a variable interest entity that did not belong to the company as a leased operation and therefore were not consolidated under the lease operation accounting. | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 148,545,168 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Dec. 31, 2012 | Mar. 31, 2013 |
As Restated [Member] | ||
Current Assets | ' | ' |
Cash | $139 | $25,107 |
Accounts receivable | ' | 4,009 |
Inventory | ' | ' |
Marketable securities, available-for-sale | ' | 880,000 |
Total Current Assets | 139 | 909,116 |
Property and equipment, net | ' | ' |
License fees receivables | ' | 75,000 |
Total Assets | 139 | 984,116 |
Current Liabilities | ' | ' |
Accounts payable and accrued expenses | 339,684 | 307,876 |
Accounts payable - related party | 1,247,355 | 1,240,380 |
Short-term notes payable | 175,000 | 175,000 |
Short-term related party convertible notes payable, net | 12,000 | 12,000 |
Short-term convertible notes payable, net | 13,334 | 13,158 |
Derivative liability on short-term convertible notes payable | 61,545 | 54,239 |
Total Current Liabilities | 1,848,918 | 1,802,653 |
Long-Term Liabilities | ' | ' |
Long-term convertible notes payable, net | 177,187 | 138,187 |
Derivative liability on long-term convertible notes | ' | 62,111 |
Total Long-Term Liabilities | 177,187 | 200,298 |
Total Liabilities | 2,026,105 | 2,002,951 |
Stockholders' Equity (Deficiency) | ' | ' |
Preferred stock, $0.001 par value; 10,000,000 shares authorized, 800 and 0 shares issued and outstanding, respectively | ' | 1 |
Common stock, $0.001 par value; 490,000,000 shares authorized, 146,823,587 and 106,504,926 shares issued and outstanding, respectively | 106,505 | 146,825 |
Additional paid-in capital | 904,032 | 2,357,119 |
Stock subscriptions receivable | ' | ' |
Accumulated other comprehensive income | ' | 62 |
Accumulated deficit | -3,036,503 | -3,522,842 |
Total Stockholders' Equity (Deficiency) | -2,025,966 | -1,018,835 |
Total Liabilities and Stockholders' Equity (Deficiency) | $139 | $984,116 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 800 | 0 |
Preferred stock, shares outstanding | 800 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 490,000,000 | 490,000,000 |
Common stock, shares issued | 146,823,587 | 106,504,926 |
Common stock, shares outstanding | 146,823,587 | 106,504,926 |
As Restated [Member] | ' | ' |
Preferred stock, par value | $0.00 | ' |
Preferred stock, shares authorized | 10,000,000 | ' |
Preferred stock, shares issued | 800 | ' |
Preferred stock, shares outstanding | 800 | ' |
Common stock, par value | $0.00 | ' |
Common stock, shares authorized | 490,000,000 | ' |
Common stock, shares issued | 146,823,587 | ' |
Common stock, shares outstanding | 146,823,587 | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
Product sales revenue | ' | ' |
Service revenue | ' | ' |
Revenues from license fees | ' | ' |
Total Revenues | ' | ' |
Cost of goods sold | ' | ' |
Gross Margin | ' | ' |
Operating Expenses | ' | ' |
Officer and director compensation | 131,622 | 187,800 |
Professional fees | ' | 50,709 |
General and administrative | ' | 18,622 |
Total Operating Expenses | ' | 257,131 |
Loss from Operations | ' | -257,131 |
Other Income/(Expenses) | ' | ' |
Interest expense | ' | -5,090 |
Gain on derivative liability | 3,525 | 7,371 |
Currency exchange gain | ' | ' |
Loss on settlement of contingent consideration | ' | -66,672 |
Total Other Income/(Expenses) | ' | -64,391 |
Loss from Operations before Income Taxes | ' | -321,522 |
Provision for Income Taxes | ' | ' |
Net Loss from Continuing Operations | ' | -321,522 |
Loss from Discontinued Operations, net of Income Taxes | ' | -23,902 |
Net Loss | ' | -345,424 |
Other Comprehensive Income | ' | ' |
Foreign currency translation adjustments | ' | ' |
Total Other Comprehensive Income | ' | -345,424 |
Basic and Diluted Loss per Share from Continuing Operations | ' | $0 |
Basic and Diluted loss per Share from Discontinued Operations | ' | $0 |
Net loss per share - Basic and Diluted | ' | $0 |
Weighted average number of shares outstanding during the period - Basic and Diluted | ' | 100,834,956 |
As Restated [Member] | ' | ' |
Product sales revenue | 4,001 | ' |
Service revenue | ' | ' |
Revenues from license fees | 225,000 | ' |
Total Revenues | 229,001 | ' |
Cost of goods sold | 3,801 | ' |
Gross Margin | 225,200 | ' |
Operating Expenses | ' | ' |
Officer and director compensation | 131,622 | ' |
Professional fees | 449,167 | ' |
General and administrative | 21,261 | ' |
Total Operating Expenses | 602,050 | ' |
Loss from Operations | -376,850 | ' |
Other Income/(Expenses) | ' | ' |
Interest expense | -118,163 | ' |
Gain on derivative liability | 3,525 | ' |
Currency exchange gain | 5,149 | ' |
Loss on settlement of contingent consideration | ' | ' |
Total Other Income/(Expenses) | -109,489 | ' |
Loss from Operations before Income Taxes | -486,339 | ' |
Provision for Income Taxes | ' | ' |
Net Loss from Continuing Operations | -486,339 | ' |
Loss from Discontinued Operations, net of Income Taxes | ' | ' |
Net Loss | -486,339 | ' |
Other Comprehensive Income | ' | ' |
Foreign currency translation adjustments | ' | ' |
Total Other Comprehensive Income | ($486,339) | ' |
Basic and Diluted Loss per Share from Continuing Operations | $0 | ' |
Basic and Diluted loss per Share from Discontinued Operations | ' | ' |
Net loss per share - Basic and Diluted | $0 | ' |
Weighted average number of shares outstanding during the period - Basic and Diluted | 123,153,590 | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
Cash Flows From Operating Activities: | ' | ' |
Net Loss | ' | ($321,522) |
Adjustments to reconcile net loss to net cash used in operations | ' | ' |
Depreciation expense | ' | ' |
Provision for allowance on A/R | ' | 40,000 |
Currency translation (gain) loss | ' | ' |
Loss on settlement of contingent considerations | ' | 66,671 |
Amortization of debt discounts | 12,143 | ' |
Origination interest on derivative liability | ' | ' |
Change in derivative liability | ' | -7,371 |
Debt issued for services | ' | ' |
Common stock issued for services | ' | 39,930 |
Changes in operating assets and liabilities: | ' | ' |
(Increase)/Decrease in accounts and other receivables | ' | ' |
(Increase)/Decrease in inventory | ' | ' |
(Increase)/Decrease in license fees receivable | ' | ' |
Increase/(Decrease) in accounts payable and accrued expenses | ' | -105,357 |
Increase/(Decrease) in accrued expenses - related party | ' | 189,214 |
Increase/(Decrease) in accrued interest | ' | ' |
Net Cash Used In Continuing Operating Activities | ' | -98,434 |
Net Cash Provided by Discontinued Operating Activities | ' | -15,706 |
Net Cash Used in Operating Activities | ' | -114,141 |
Cash Flows From Investing Activities: | ' | ' |
Cash acquired with purchase of subsidiary | ' | ' |
Net Cash Used In Investing Activities | ' | ' |
Cash Flows From Financing Activities: | ' | ' |
Proceeds from notes payable | ' | 175,000 |
Proceeds from contributed capital | ' | 2,000 |
Net Cash Provided by Continuing Financing Activities | ' | 177,000 |
Net Cash Provided by Discontinued Financing Activities | ' | ' |
Net Cash Provided by Financing Activities | ' | 177,000 |
Effects of exchange rates on cash | ' | ' |
Net Increase / (Decrease) in Cash | ' | 62,859 |
Cash at Beginning of Period | ' | 6,493 |
Cash at End of Period | ' | 69,352 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | ' | 230 |
Cash paid for taxes | ' | ' |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' |
Debt discounts on convertible notes payable | ' | ' |
Preferred stock issued for marketable securities | ' | ' |
Preferred stock issued for acquisition of subsidiary | ' | ' |
Common stock issued for intangible asset | ' | ' |
Common stock issued for conversion of debt | ' | 140,664 |
Common stock issued for conversion of preferred stock for settlement of deferred consideration | ' | 378,409 |
As Restated [Member] | ' | ' |
Cash Flows From Operating Activities: | ' | ' |
Net Loss | -486,339 | ' |
Adjustments to reconcile net loss to net cash used in operations | ' | ' |
Depreciation expense | ' | ' |
Provision for allowance on A/R | ' | ' |
Currency translation (gain) loss | -5,149 | ' |
Loss on settlement of contingent considerations | ' | ' |
Amortization of debt discounts | 25,918 | ' |
Origination interest on derivative liability | 76,195 | ' |
Change in derivative liability | -3,525 | ' |
Debt issued for services | 17,417 | ' |
Common stock issued for services | 293,634 | ' |
Changes in operating assets and liabilities: | ' | ' |
(Increase)/Decrease in accounts and other receivables | -4,009 | ' |
(Increase)/Decrease in inventory | ' | ' |
(Increase)/Decrease in license fees receivable | -225,000 | ' |
Increase/(Decrease) in accounts payable and accrued expenses | 166,826 | ' |
Increase/(Decrease) in accrued expenses - related party | 123,176 | ' |
Increase/(Decrease) in accrued interest | ' | ' |
Net Cash Used In Continuing Operating Activities | -20,856 | ' |
Net Cash Provided by Discontinued Operating Activities | ' | ' |
Net Cash Used in Operating Activities | -20,856 | ' |
Cash Flows From Investing Activities: | ' | ' |
Cash acquired with purchase of subsidiary | ' | ' |
Net Cash Used In Investing Activities | ' | ' |
Cash Flows From Financing Activities: | ' | ' |
Proceeds from notes payable | 25,000 | ' |
Proceeds from contributed capital | ' | ' |
Net Cash Provided by Continuing Financing Activities | 25,000 | ' |
Net Cash Provided by Discontinued Financing Activities | ' | ' |
Net Cash Provided by Financing Activities | 25,000 | ' |
Effects of exchange rates on cash | 22,304 | ' |
Net Increase / (Decrease) in Cash | 26,448 | ' |
Cash at Beginning of Period | 139 | ' |
Cash at End of Period | 26,587 | ' |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | ' | ' |
Cash paid for taxes | ' | ' |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' |
Debt discounts on convertible notes payable | 247,545 | ' |
Preferred stock issued for marketable securities | 730,000 | ' |
Preferred stock issued for acquisition of subsidiary | 27,256 | ' |
Common stock issued for intangible asset | 77,185 | ' |
Common stock issued for conversion of debt | 252,123 | ' |
Common stock issued for conversion of preferred stock for settlement of deferred consideration | ' | ' |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | ' |
Note 1. NATURE OF OPERATIONS | ' |
E-Waste Systems, Inc. (“the Company”) was incorporated as Dragon Beverage, Inc. in the State of Nevada on December 19, 2008. In March 2011 the Company changed its name to E-Waste Systems, Inc. The Company is incorporated to engage in the business of electronic waste recycling and asset recovery. |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | ' |
Note 2. BASIS OF PRESENTATION | ' |
E-Waste Systems, Inc. and its subsidiaries (collectively, the “Company” or “E-Waste”) consolidates all of its wholly-owned subsidiaries and companies in which it has a variable interest and the Company is the primary beneficiary. The Company accounts for its investments in common stock of other companies that the Company does not control and over which the Company cannot exert significant influence using the cost method. | |
These financial statements have been prepared in accordance with Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. These statements should be read in conjunction with the Company’s annual financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed consolidated financial statements for the three months ended March 31, 2013, are not necessarily indicative of the results that may be expected for the 12 months ending December 31, 2013. |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | ' |
Note 3. GOING CONCERN | ' |
The Company’s consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. | |
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and to seek equity and / or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | ' |
Note 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
Reclassifications | |
Certain balances in previously issued financial statements have been reclassified to be consistent with current period presentation. | |
Recent Accounting Pronouncements | |
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Principles of Consolidation | |
The accompanying consolidated financial statements for the period ended March 31, 2013 include the accounts of the Company and its wholly-owned subsidiary, E-Waste Systems of Ohio, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. | |
The consolidated financial statements also include the accounts of Shanghai YaZhuo Jiudian Guanli ("YaZhuo"), a consolidated variable interest entity. On March 26, 2013, EWSI entered into a set of agreements with YaZhuo, a company incorporated in the People’s Republic of China (“PRC”), wherein EWSI will provide management services in relation to the current and proposed operations of YaZhuo’s business in the PRC. The management services include general business operation, human resources, business development, and such other advice and assistance as may be agreed upon by the parties. In consideration, YaZhuo will pay a management services fee, payable each quarter, equivalent to all of YaZhuo’s net income for such quarter. All intercompany balances and transactions have been eliminated. | |
Inventory | |
The company produces and sells plastic formwork used by construction companies in the PRC. Inventory consists of various raw materials, work-in-process and finished goods. The Company values its inventory on a first in first out (FIFO) basis at the lower of cost or market. Cost includes purchase price, freight, insurance, duties and other incidental expenses incurred in bringing inventories to their present location and condition. The Company records a reserve if the fair value of inventory is determined to be less than the cost. | |
Marketable Securities | |
The Company reports its investments in marketable securities under the provisions of ASC 320, Investments in Debt and Equity Securities. All the Company’s marketable securities are classified as “available for sale” securities, as the market value of the securities are readily determinable and the Company’s intention upon obtaining the securities was neither to sell them in the short term nor to hold them to maturity. Pursuant to ASC 320, securities which are classified as “available for sale” are recorded on the Company’s balance sheet at fair market value, with the resulting unrealized holding gains and losses excluded from earnings and reported as other comprehensive income until realized. | |
The Company evaluates securities for other-than-temporary impairment at least on a yearly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to the length of time and amount of the loss relative to cost, the nature and financial condition of the issuer and the ability and intent of the Company to hold the investment for a time sufficient to allow any anticipated recovery in fair value. Pursuant to ASC 320-5, other than temporary impairment losses are recorded as impairment expense in the statement of operations during the period in which the impairment is determined. The Company recognized other-than-temporary impairment to marketable securities in the amount of $-0- and $-0- during the three month periods ended March 31, 2013 and 2012, respectively. | |
Long-Lived Assets | |
Long-lived assets include equipment and intangible assets other than those with indefinite lives. We assess the carrying value of our long-lived asset groups when indicators of impairment exist and recognize an impairment loss when the carrying amount of a long-lived asset is not recoverable from the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in our use of the assets or in our business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value. The Company recorded impairment expense on long-lived intangible assets of $-0- and $-0- during the three month periods ended March 31, 2013 and 2012, respectively. | |
Property and equipment are recorded at historical cost less accumulated depreciation, unless impaired. Depreciation is charged to operations over the estimated useful lives of the assets using the straight-line. Upon retirement or sale, the historical cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. Expenditures for repairs and maintenance are charged to expense as incurred. | |
Basic and Diluted Loss Per Common Share | |
Basic loss per common share is computed by dividing the loss available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share gives effect to all potential dilutive common shares outstanding during the period of compensation. The computation of diluted loss per share does not assume conversion, exercise or contingent exercise of securities that would have an antidilutive effect on earnings. As of March 31, 2013, the Company had 64,879,313 potentially dilutive securities that would affect the loss per share if they were to be dilutive. | |
Revenue Recognition | |
The Company applies the provisions of ASC 605, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue related to goods and services provided when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. | |
Product sales revenue is recognized when the sales amount is determined, shipment of goods to the customer has occurred and collection is reasonably assured. Product is shipped FOB origination. License fee revenue and related royalty revenue is recognized when an agreement is in place, collectability is reasonable assured and the licensee has reported the product sales to the Company. Product royalties revenue is calculated based upon the contractual percentage of reported sales. | |
Foreign Currency | |
Assets and liabilities of the Company's foreign operations are translated into U.S. dollars at period-end exchange rates. Net exchange gains or losses resulting from such translation are excluded from net loss but are included in comprehensive income and accumulated in a separate component of stockholders' equity. Income and expenses are translated at weighted average exchange rates for the period. Foreign currency transactions denominated in a currency other than the US Dollar, which is the Company’s functional currency, are included in determining net income for the period. | |
Accumulated Other Comprehensive Income | |
Comprehensive loss includes net loss as currently reported under U.S. GAAP and other comprehensive loss. Other comprehensive loss considers the effects of additional economic events, such as foreign currency translation adjustments, that are not required to be recorded in determining net loss, but rather are reported as a separate component of stockholders’ equity (deficit). | |
Stock-Based Compensation | |
The Company measures and recognizes stock-based compensation expense using a fair value-based method for all share-based awards made to employees and nonemployee directors, including grants of stock options and other stock-based awards. The application of this standard requires significant judgment and the use of estimates, particularly with regard to Black-Scholes assumptions such as stock price volatility and expected option lives to value equity-based compensation. We recognize stock compensation expense using a straight line method over the vesting period of the individual grants. | |
Income Taxes | |
The Company utilizes the balance sheet method of accounting for income taxes. Accordingly, The Company is required to estimate its income taxes in each of the jurisdictions in which it operates as part of the process of preparing its consolidated financial statements. This process involves estimating the Company’s actual current tax exposure, including assessing the risks associated with tax audits, together with assessing temporary differences resulting from the different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. Due to the evolving nature and complexity of tax rules, it is possible that the Company’s estimates of its tax liability could change in the future, which may result in additional tax liabilities and adversely affect the results of operations, financial condition and cash flows. |
MARKETABLE_SECURITIES
MARKETABLE SECURITIES | 3 Months Ended | ||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||
Marketable Securities | ' | ||||||||||||||||
NOTE 5. MARKETABLE SECURITIES | ' | ||||||||||||||||
During the three months ended March 31, 2013 the Company received marketable securities in exchange for shares of preferred stock of the Company. The Company’s marketable securities are classified as “available for sale” because it is managements’ intent neither to sell them in the short-term nor to hold them until maturity. All of the Company’s available for sale securities are equity securities. Accordingly, the Company originally records the shares at the market value of the shares on the contracted sale date. The shares are evaluated quarterly using the specific identification method. Any unrealized holding gains or losses are reported as Other Comprehensive Income (Loss) and as a separate component of stockholder’s equity. Realized gains and losses and other-than-temporary impairments are included in earnings. | |||||||||||||||||
Marketable Securities-Available for Sale are as follows: | |||||||||||||||||
Balance, December 31, 2012 | $ | - | |||||||||||||||
Marketable securities received in exchange for preferred stock | 880,000 | ||||||||||||||||
Unrealized gains or losses | - | ||||||||||||||||
Other-than-temporary impairment | - | ||||||||||||||||
Balance, March 31, 2013 | $ | 880,000 | |||||||||||||||
Marketable Securities-Available for Sale | 880,000 | ||||||||||||||||
Balance, March 31, 2013 | $ | 880,000 | |||||||||||||||
Amortized | Gross | Gross | Net | ||||||||||||||
Cost | Unrealized | Unrealized | Market | ||||||||||||||
Basis | Gains | Loss | Value | ||||||||||||||
Available-for-sale Securities | $ | 880,000 | $ | - | $ | - | $ | 880,000 |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | ' |
Note 6. DISCONTINUED OPERATIONS | ' |
Disposition of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.) | |
On September 20, 2012 the Company’s wholly owned subsidiary, E-Waste Systems (Ohio), Inc. completed the physical transfer of its business and of its assets to a company controlled by a minority shareholder in the Company (“the purchaser”). In connection with this transfer the purchaser has agreed to assume payments on the lease on the premises at 1033 Brentnell Avenue, Columbus, Ohio, formerly held by the Company. The value of any consideration receivable arising from the sale, including any gain on disposal, has been fully impaired as its collection is uncertain. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | ' |
Note 7. RELATED PARTY TRANSACTIONS | ' |
Transactions Involving Officers and Directors | |
During the three month period ended March 31, 2013, the Company issued 10,000,000 shares of common stock to the Company’s Chief Executive Officer and Director at $0.0125 per share for accrued officer compensation of $125,000 and 1,788,306 shares of common stock to the Company’s Chief Financial Officer at $0.013 per share for compensation expense of $23,498. The Company also recorded $128,760 of additional officer compensation along with a gain on currency exchange loss for an officer contract denominated in British Pounds (“GBP”), leaving an ending balance of $1,212,157 in accrued officer and director compensation at March 31, 2013. |
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 8. NOTES PAYABLE | ' | ||||||||
Notes Payable Activity for the Year Ended December 31, 2012 | |||||||||
On February 3, 2012 and February 21, 2012 the Company borrowed $40,000 and $35,000, respectively, from an unrelated third party entity in the form of two promissory notes. The notes bear interest at 14 percent, are unsecured and are due on demand. During the quarter ended March 31, 2013, the Company recognized $2,589 of interest expense on these notes payable leaving balances in accrued interest of $6,476 and $5,424, respectively as of March 31, 2013. | |||||||||
On February 24, 2012, the Company borrowed $100,000 from an unrelated third party in the form of a promissory note. The funds were to support the working capital requirements of E-Waste Systems (Ohio) and specifically, the procurement of electronic waste for refurbishment or recycling. The promissory note accrues interest at 14 percent and is due on March 24, 2013. The note is currently in default and all default terms have been recognized in the presentation of the note payable. During the quarter ended March 31, 2013, the Company recognized $3,452 of interest expense and made no payments on this promissory note leaving a balance in accrued interest of $10,484 on March 31, 2013. | |||||||||
On August 27, 2012, the Company executed a promissory note in the principal sum of $150,000. The consideration to be provided by the note holder is no more than $135,000. A $13,500 (10%) original issue discount (“OID”) applies to the principal sum. The note holder made payments to the Company of $25,000 and $15,000 of the total consideration during the year ended December 31, 2012 and $25,000 for the period ended March 31, 2013 and may pay additional consideration to the Company in such amounts and at such dates as it may choose in its sole discretion. The principal sum due to the note holder is to be prorated based on the consideration actually aid together with the 10% original issue discount that will also be prorated based on the amount of consideration actually paid as well as any other interest or fees. The maturity date is one year from the date of each payment of consideration and is the date upon which the principal sum, as well as any unpaid interest and other fees, shall be due and payable. The OID in respect of the consideration received on the date of execution equaled $4,445 for the year ended December 31, 2012, and $2,778 for the period ended March 31, 2013. | |||||||||
On February 28, 2013, the note holder elected to convert $7,350 and of the principal balance at $0.0049 per share into 1,500,000 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $3,625 to interest expense. | |||||||||
On March 20, 2013, the note holder elected to convert an additional $11,466 and of the principal balance at $0.0064 per share into 1,800,000 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $5,026 to interest expense. | |||||||||
The note contains a conversion feature wherein the note bay be converted to shares of the Company’s common stock at a conversion price of the lesser of $0.01 or 70% of the lowest trade price in the 25 trading days prior to the conversion date. Unless otherwise agreed in writing by both parties, at no time will the holder of the note convert any amount outstanding into common stock that would result in it owning more than 4.99% of the total common stock outstanding. The Company determined the note qualified for derivative liability treatment under ASC 815. The Company recorded initial derivative liabilities of $58,646 and debt discounts of $44,445 on the payment dates of the note for the year ended December 31, 2012, and $85,106 and $27,778 for the period ended March 31, 2013. As of March 31, 2013 and December 31, 2012, the Company had recognized amortization on debt discounts on these notes of $12,424 and $13,334 leaving unamortized debt discounts of $37,814 and $31,111, respectively. See Note 10 for treatment of derivative liability associated with convertible notes payable. | |||||||||
On December 31, 2012, the Company negotiated the forgiveness of accounts payable of $50,000 owed to a Company consultant in exchange for the execution of a convertible note payable with a face value of $162,500. One the same date and under the same terms, the Company executed two other convertible notes payable with face values of $11,000 and $29,000 in exchange for services provided to the Company. The notes are unsecured, bear interest at 6% per annum and are due on December 31, 2015. The notes are also convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the lower of $0.0064 or the average of the three lowest volume weighted-average prices per share during the 30 calendar day period immediately prior to the date of conversion. | |||||||||
The intrinsic value of the beneficial conversion features and the debt discounts associated with the equity issued in connection with the convertible debts were recorded based on the relative fair value of the equity in relation to the debt in accordance with ASC 470. The total initial beneficial conversion feature recorded was $25,313. The discount will be amortized and recorded to the statement of operations over the stated term of the note and is included within as interest expense. As of March 31, 2013 and December 31, 2012, the Company had recognized amortization on the debt discounts on this note of $2,369 and $-0- of the total outstanding debt discounts leaving an unamortized debt discounts $20,313 and $11,447, respectively. | |||||||||
On March 18, 2013, the note holder elected to convert $64,000 of the principal balance at $0.0064 per share into 10,000,000 shares of the Company’s common stock. In connection with the conversion, the Company recognized a pro rata portion of the unamortized debt discount of $7,438 to interest expense. | |||||||||
Notes Payable Activity for the Quarter Ended March 31, 2013 | |||||||||
On January 18, 2013, the Company executed a convertible note payable with a face value of $41,557 in exchange for services provided to the Company. This note is unsecured, bears interest at 6% per annum and is due January 18, 2016. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the lower of $0.0064 or the average of the three lowest volume weighted-average prices per share during the 30 calendar day period immediately prior to the date of conversion. | |||||||||
On February 8, 2013, the Company executed a convertible note payable with a face value of $162,500 in exchange for services provided to the Company in the amount of $115,400 and forgiveness of accounts payable of $47,060. | |||||||||
This note is unsecured, bears interest at 6% per annum and is due February 8, 2016. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the lower of $0.0064 or the average of the three lowest volume weighted-average prices per share during the 30 calendar day period immediately prior to the date of conversion. | |||||||||
On March 5, 2013, the Company executed a convertible note payable with a face value of $17,417 in exchange for services provided to the Company. This note is unsecured, bears interest at 6% per annum and is due March 5, 2016. The note is convertible, at the option of the holder, into shares of the Company’s common stock at a share price of the lower of $0.0064 or the average of the three lowest volume weighted-average prices per share during the 30 calendar day period immediately prior to the date of conversion. | |||||||||
The intrinsic value of the beneficial conversion features and the debt discounts associated with equity issued in connection with the convertible debts has been recorded based on the relative fair value of the equity in relation to the debt in accordance with ASC 470. The total initial beneficial conversion feature recorded was $219,841. The discount will be amortized and recorded to the statement of operations over the stated term of the note and is included within as interest expense. As of March 31, 2013, the Company has amortized $12,143 of the total outstanding debt discounts leaving an unamortized debt discount of $209,127. The components of notes payable are summarized in the table below: | |||||||||
March 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015 | $ | 11,000 | $ | 11,000 | |||||
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015 | 29,000 | 29,000 | |||||||
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015 | 98,500 | 162,500 | |||||||
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on January 18, 2016 | 41,557 | - | |||||||
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on February 8, 2016 | 162,500 | - | |||||||
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on March 5, 2016 | 17,417 | - | |||||||
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on February 8, 2014 | 27,778 | - | |||||||
Unamortized debt discounts on issuances of convertible debt | (264,066 | ) | (25,313 | ) | |||||
Derivative liability on long-term convertible notes | 62,111 | - | |||||||
Total long-term debt | $ | 185,797 | 177,187 | ||||||
Convertible note payable to a related party, bearing interest at 12%, unsecured, due on October 28, 2012 (note is in default) | $ | 12,000 | 12,000 | ||||||
Notes payable to an unrelated party, bearing interest at 14%, unsecured, due on demand | 75,000 | 75,000 | |||||||
Note payable to an unrelated party, bearing interest at 14%, unsecured, due on March 24, 2013 (note is in default) | 100,000 | 100,000 | |||||||
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on August 27, 2013 and due on October 10, 2013. | 25,629 | 44,445 | |||||||
Discounts on short-term convertible notes payable | (12,741 | ) | (31,111 | ) | |||||
Derivative liability on short-term convertible notes | 54,239 | 61,545 | |||||||
Total Short-term Notes Payable | $ | 254,127 | $ | 261,879 |
DERIVATIVE_LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | ' |
Note 9. DERIVATIVE LIABILITY | ' |
Effective July 31, 2009, the Company adopted ASC 815 which defines determining whether an instrument (or embedded feature) is solely indexed to an entity’s own stock. The conversion terms of the convertible notes executed on August 27, 2012, October 10, 2012 and February 27, 2013 (total unpaid face value of $53,407) are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. As a result, the Company has determined that the conversion features imbedded in the notes are not considered to be solely indexed to the Company’s own stock and are therefore not afforded equity treatment. In accordance with ASC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability. | |
ASC 815 requires Company management to assess the fair market value of certain derivatives at each reporting period and recognize any change in the fair market value as another income or expense item. The Company’s only asset or liability measured at fair value on a recurring basis is its derivative liability associated with convertible notes payable. | |
At origination, the Company valued the conversion features using the following assumptions: dividend yield of zero, years to maturity of 1.00 year, average risk free rates over between 0.17 and 0.18 percent, and annualized volatility of between 260 and 304 percent to record derivative liabilities of $143,752. At December 31, 2012, the Company revalued the conversion features using the following assumptions: dividend yield of zero, years to maturity of between 0.65 and 0.78 years, risk free rate of 0.16 percent, and annualized volatility of between 310 and 331 percent and determined that, during the year ended December 31, 2012, the Company’s derivative liability decreased by $2,899 to $61,545. The Company recognized a corresponding loss on derivative liability in conjunction with this revaluation. | |
At March 31, 2013, the Company revalued the conversion features using the following assumptions: dividend yield of zero, years to maturity of between 0.49 and 0.91 years, risk free rates of between 0.11 percent and 0.16 percent, and annualized volatility of between 310 and 319 percent and determined that, during the three months ended March 31, 2013, the Company’s derivative liability decreased by $3,525 to $116,350. The Company recognized a corresponding gain on derivative liability in conjunction with this revaluation. | |
This loss on derivative liability was offset by a recognition of a pro rata portion of the derivative liability of $3,329 to additional paid-in capital as a result of two conversions of the notes payable on February 28, 2013 and March 20, 2013. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | ' |
Note 10. COMMITMENTS AND CONTINGENCIES | ' |
Legal Proceedings | |
There are no legal proceedings, which the Company believes will have a material adverse effect on its financial position. | |
Operating Leases | |
The Company leased office and warehouse space in Columbus, Ohio under an operating lease. The lease provided for a lease payment of $4,200 per month from December 1, 2012 through November 30, 2013, and a lease payment of $4,400 per month from December 1, 2013 through November 30, 2014, and lease payments thereafter on a month-to-month basis at a rate of $4,568 per month. On September 20, 2012, this lease was assigned to the purchaser as part of the transfer of the Company’s assets and business on September 20, 2012. As such, the Company has no ongoing minimum lease payments associated with the lease. | |
On February 12, 2013 the Company entered into a Lease Agreement with Evotech Capital Ltd in a commercial building in Shanghai, China. The term of the lease runs from February 12, 2013 through February 12, 2015. The terms of the lease call for the Company to issue Evotech Capital 250,000 shares of common stock within 180 days of the beginning of the lease term. This represents the only payment required during the term of the lease. The Company plans to issue these shares during the second quarter of 2013. | |
Contingent Consideration | |
In connection with the acquisition of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.) on October 14, 2011, the Company agreed to pay contingent consideration to selling shareholder equal to 4.5 times the adjusted earnings before interest tax depreciation and amortization (EBITDA) for the twelve month period immediately following closing, plus the cash balance at the date of closing, less the initial consideration paid. The purchase consideration is deferred for 12 months in accordance with the contractual terms of the earn-out arrangement and is to be paid through the issuance of common stock. The contingent liability was valued on the date of acquisition based probability-weighted expected outcomes of operations over the earnout period. The contingent liability was $291,999 as of December 31, 2011. | |
On March 22, 2012, the Company reached a settlement agreement with the selling shareholder of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.) wherein the Company agreed that the liability for the contingent consideration estimated at the time of acquisition would be settled at a value of $388,000 resulting in a loss on settlement of contingent consideration of $66.671. The Company and shareholder agreed to fully satisfy the entire amount of the liability through the issuance of common stock. The number of shares issued was 293,341, based on the trading price of the Company’s common stock on the date the agreement was executed. |
PREFERRED_STOCK
PREFERRED STOCK | 3 Months Ended | |
Mar. 31, 2013 | ||
Notes to Financial Statements | ' | |
Note 11. PREFERRED STOCK | ' | |
The Company is authorized to issue 10,000,000 shares of series A convertible preferred stock with a par value of $0.001. As of March 31, 2013, and December 31, 2012, there were 800 and -0- shares of series A convertible preferred stock issued and outstanding, respectively. The shares have the following provisions: | ||
Dividends | ||
Series A convertible preferred stockholders’ are entitled to receive dividends when declared. As of March 31, 2013 and December 31, 2012 no dividends have been declared or paid. | ||
Liquidation Preferences | ||
In the event of liquidation, following the sale or disposition of all or substantially all of the Company’s assets, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of the common stock by reason of their ownership thereof, an amount equal to $100 per share. | ||
Voting Rights | ||
Each holder of shares of the series A preferred stock is entitled to the number of votes equal to the number of shares of common stock into which the preferred shares are convertible. | ||
Conversion | ||
Each share of series A preferred stock is convertible, at the option of the holder, into the number of shares of common stock which is equal to $110 divided by the greater of (i) $0.001 or (ii) 90 percent of the volume weighted average closing price for the Company’s common stock during the ten trading days immediately prior to conversion. | ||
Redemption | ||
The series A preferred stock are redeemable for cash, at the option of the Company any time after the date of issuance, plus all accrued but unpaid dividends, on the following basis: | ||
(i) | 110 percent of the purchase price of each share of series A preferred stock if redeemed any time before the first twelve months of the date of issuance; and | |
(ii) | 105 percent of the purchase price of each share of series A preferred stock on or after the first twelve months of the date of issuance. | |
Preferred Stock Activity for the Year Ended December 31, 2012 | ||
As part of the settlement agreement with E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.), the parties also agreed to the conversion and early redemption of 400 shares of series A preferred stock, each with a face value of $100 and the termination a consulting agreement between the Company and the shareholder through the issuance of common stock in the amount of $54,000 of outstanding accrued liabilities. Taking into account both their conversion and early redemption features, the value to be converted into shares of common stock, in respect of the 400 shares of series A preferred stock, was $48,400. The numbers of shares of common stock, therefore, issued in respect of the conversion and early redemption of the series A preferred stock and the termination of the consulting agreement were 28,951 and 32,301, respectively, based on the trading price of the Company’s common stock on the date the agreement was executed. | ||
Preferred Stock Activity for the Year Ended March 31, 2013 | ||
On February 6, 2013, as part of a master license agreement signed with an unrelated third party, the Company issued 800 shares of Series A Convertible Callable Preferred Stock valued to an unrelated third party and in exchange received marketable securities valued at $880,000. The fair value of the preferred stock transferred was based on the trading price of the marketable securities received on the date of transfer. |
COMMON_STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | ' |
Note 12. COMMON STOCK | ' |
The Company’s board of directors and majority shareholder approved an amendment to the articles of incorporation for the purpose of increasing the authorized common stock from 190,000,000 shares to 490,000,000 shares. The Company’s authorized shares of preferred stock were not affected in this corporate action. As of March 31, 2013 and December 31, 2012, there were 146,823,587 and 106,504,926 post-split shares of common stock issued and outstanding, respectively. | |
On March 28, 2011, the Company’s board of directors and majority shareholder approved a forward split of 12.5 to one in which each shareholder was issued 12.5 common shares in exchange for each one common share of the currently issued common stock. The accompanying financial statements have been restated to reflect the forward stock split on a retro-active basis. | |
Common Stock Activity for the Year Ended December 31, 2012 | |
On March 22, 2012, the Company reached a settlement agreement with the selling shareholder of E-Waste Systems of Ohio, Inc. (formerly Tech Disposal, Inc.) wherein the Company agreed that the liability for the contingent consideration estimated at the time of acquisition would be settled at a value of $388,000. The Company and shareholder agreed to fully satisfy the entire amount of the liability through the issuance of common stock. The number of shares issued was 293,341, based on the trading price of the Company’s common stock on the date the agreement was executed. | |
As part of the same settlement agreement, the parties also agreed to the conversion and early redemption of 400 shares of series A preferred stock, each with a face value of $100 and the termination a consulting agreement between the Company and the shareholder through the issuance of common stock in the amount of $54,000 of outstanding accrued liabilities. Taking into account both their conversion and early redemption features, the value to be converted into shares of common stock, in respect of the 400 shares of series A preferred stock, was $48,400. The numbers of shares of common stock, therefore, issued in respect of the conversion and early redemption of the series A preferred stock and the termination of the consulting agreement were 28,951 and 32,301, respectively, based on the trading price of the Company’s common stock on the date the agreement was executed. | |
During the year ended December 31, 2012, the Company issued 5,375,433 shares of common stock at $0.02 per share for services valued at $109,679. The value of shares issued for services was based on the trading price of the Company’s common stock on the date of issuance. | |
During the year ended December 31, 2012, the Company issued 71,528 shares of common stock at $1.97 per share for settlement of debt valued at $140,664. The value of shares issued for settlement of debt was based on the trading price of Company’s common stock on the date of issuance. | |
During the year ended December 31, 2012, the Company recorded $25,313 to additional paid-in capital for debt discounts recorded on convertible notes payable. The Company also received $42,000 in capital contributions during the year. | |
Common Stock Activity for the Quarter Ended March 31, 2013 | |
During the quarter ended March 31, 2013, the Company issued 17,018,661 shares of common stock at $0.02 per share for services valued at $293,634. The value of the shares issued for services was based on the trading price of the Company’s common stock on the date of issuance. Also during the first quarter of 2013, the Company issued 23,300,000 shares of common stock at $0.01 per share for settlement of debt valued at $207,816. The value of shares issued for settlement of debt was based on the trading price of the Company’s common stock on the date of issuance or the face value of the debt extinguished. | |
During the quarter ended March 31, 2013, the Company recorded $246,617 to additional paid-in capital for debt discounts recorded on convertible notes payable. |
OPERATING_LEASES
OPERATING LEASES | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | ' |
Note 13. OPERATING LEASES | ' |
We operate properties and businesses which operate under leasehold contracts. These are operated as business units within this division of the Company. As of this report, we have entered into three such contracts in China, one in the USA and one in Mexico. Revenues are reported gross and our costs, including the leasehold payments are consolidated into our condensed consolidated statements of operations. We do not acquire the assets, but instead lease them, and we pay the property owners certain fixed and variable cost in the process. This strategy delivers to us revenue streams and access to customers without the significant capital cost which might otherwise be required. The agreements are on a quarter by quarter basis. | |
Jiangsu ChengXiang Plastic Co., LTD (JCP) | |
On March 26, 2013, EWSI entered into an agreement with JCP which is incorporated in the People’s Republic of China (“PRC”) wherein EWSI leased the business and properties and is operating the business on those properties. Under this agreement the Company operates a plastics recycling business for the construction industry. The Company recognizes the revenue, directly related costs of revenues and all associated costs; pays for the leased premises with certain fixed and variable payments and also reimburses JCP for the use of personnel leased by the Company. |
VARIABLE_INTEREST_ENTITY
VARIABLE INTEREST ENTITY | 3 Months Ended | ||||
Mar. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
Note 14. VARIABLE INTEREST ENTITY | ' | ||||
Consolidation of Shanghai YaZhuo Jiudan Guanli | |||||
On March 26, 2013, EWSI entered into a set of agreements with YaZhuo, a company incorporated in the People’s Republic of China (“PRC”), wherein EWSI will provide management services in relation to the current and proposed operations of YaZhuo’s business in the PRC. The management services include general business operation, human resources, business development, and such other advice and assistance as may be agreed upon by the parties. In consideration, YaZhuo will pay a management services fee, payable each quarter, equivalent to all of YaZhuo’s net income for such quarter. | |||||
In order to ensure that YaZhuo will perform its obligations under the management services agreement, and in order to provide an additional mechanism for EWSI to enforce its rights to collect its fees pursuant to the agreement, the YaZhuo shareholders agreed to pledge all of their equity interests in YaZhuo as security for the performance of the obligations of YaZhuo under the agreement, including payment of management fees due EWSI. | |||||
Consolidation of Shanghai YaZhuo Jiudan Guanli (Continued) | |||||
YaZhuo shareholders also agreed to irrevocably grant and entrust EWSI with all of their voting rights as shareholders of YaZhuo including but not limited to the rights to sell or transfer all or any of the shareholders’ equity interest of YaZhuo, appoint and elect board members and directors, and the signing of legal documents. YaZhuo shareholders also granted an exclusive option to EWSI to purchase at any time all or a portion of the shareholders’ equity interest in YaZhuo. | |||||
The Company follows ASC 810-10, "Consolidation of Variable Interest Entities" to account for its relationships with variable interest entities (“VIE”). At the execution of the contractual agreements between EWSI and YaZhuo, the Company determined that it was the primary beneficiary of YaZhuo and that the assets, liabilities and operations of YaZhuo should be consolidated into its financial statements. This assessment was made based on the following factors: | |||||
§ | EWSI, through the terms of the management agreement, has the power to direct the activities of YaZhuo that most significantly impact the entity’s economic performance such as entering into equity and debt arrangements, entering into transactions related to the purchase fixed assets, entering into any transactions related to lending money or paying dividends, entering into transactions with related parties, or engaging in any other type of business without the written consent of EWSI. | ||||
§ | EWSI has the right to receive expected residual returns of YaZhuo in the form of the management service fees equivalent to all of the net income of YaZhuo. | ||||
Included in the accompanying consolidated financial statements are the following assets and liabilities of YaZhuo as of March 31, 2013: | |||||
March 31, | |||||
2013 | |||||
Cash | $ | 14,189 | |||
Total assets | $ | 14,189 | |||
Accrued liabilities | $ | 51 | |||
Total liabilities | $ | 51 | |||
Included in the accompanying consolidated financial statements are the following income and expenses of YaZhuo from the date of the execution of the management agreement on March 26, 2013 through March 31, 2013: | |||||
From the Date of | |||||
Consolidation on | |||||
March 26, | |||||
2013 Through | |||||
March 31, | |||||
2013 | |||||
Revenues | $ | 4,001 | |||
Cost of goods sold | 3,801 | ||||
Gross margin | 200 | ||||
General and administrative expenses | 400 | ||||
Total expenses | 400 | ||||
Net loss | $ | (200 | ) |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2013 | |
Notes to Financial Statements | ' |
Note 15. SUBSEQUENT EVENTS | ' |
Subsequent to March 31, 2013, the Company issued 5,228,753 shares of common stock valued at an average of $0.0065 per share to various contractors for services valued at $33,911. The Company also issued 5,795,129 shares of common stock valued at an average of $0.0066 per share to various note holders in conversion of $38,484 of debt. | |
On April 10, 2013 the Company entered into a consulting agreement whereby the individual engaged will provide business development and other services to the Company. Remuneration will be based on certain performance standards and milestones and initially payment will be remitted in the form of the Company’s common stock. | |
On April 16, 2013, the Company entered into an agreement with a note holder whereby the Company will issue the note holder 1,029,479 shares of common stock valued at $0.0076 per share in satisfaction of interest due of $9,358.90. These shares were issued to the note holder on April 22, 2013 | |
Binding Term Sheet Executed with Surf Investments, Ltd. | |
On April 28, 2013, the Company entered into a binding term sheet with the shareholders of Surf Investments, Ltd. of Irvine, California (“Surf”) whereby a newly formed company to be controlled by the Company shall enter into a share purchase agreement to purchase all of the issued and outstanding shares of Surf. | |
The Purchase Price for 100% of the share capital of Surf, is to be based on a formula determined by various categories of Surf’s sales over the twelve month period ending March 2013. The consideration will be paid by the assumption of debt and the issuance of Series A convertible preferred shares of EWSI. |
RESTATEMENT
RESTATEMENT | 3 Months Ended | ||||||||||||
Mar. 31, 2013 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Note 16. RESTATEMENT | ' | ||||||||||||
The condensed consolidated financial statements have been restated for the three month period ending March 31, 2013. The Company identified a misstatement in the marketable securities, available for sale, that was reported and in the consolidation of leased operations that were treated as a variable interest entity. All corrections have been made in these restated financial statements. | |||||||||||||
31-Mar-13 | |||||||||||||
As Filed | Adjustment | As Restated | |||||||||||
Balance Sheets | |||||||||||||
Cash | $ | 26,587 | $ | (1,480 | ) | $ | 25,107 | ||||||
Trade accounts receivable | 57,635 | (53,626 | ) | 4,009 | |||||||||
License fees receivable | 225,000 | (150,000 | ) | 75,000 | |||||||||
Inventory | 161,346 | (161,346 | ) | - | |||||||||
Marketable securities, available-for-sale | 71,500 | 808,500 | 880,000 | ||||||||||
Total current assets | 542,068 | 442,048 | 984,116 | ||||||||||
Property and equipment, net | 363,013 | (363,013 | ) | - | |||||||||
Total assets | 905,081 | 79,035 | 984,116 | ||||||||||
Accounts payable and accrued expenses | 510,782 | (202,906 | ) | 307,876 | |||||||||
Accrued expenses-related parties | 1,272,737 | (32,357 | ) | 1,240,380 | |||||||||
Total current liabilities | 2,037,916 | (235,263 | ) | 1,802,653 | |||||||||
Total liabilities | 2,238,214 | (235,263 | ) | 2,002,951 | |||||||||
Preferred stock | 650 | (649 | ) | 1 | |||||||||
Common stock | 146,824 | 1 | 146,825 | ||||||||||
Additional paid-in capital | 2,043,309 | 313,810 | 2,357,119 | ||||||||||
Accumulated other comprehensive income | 8 | 54 | 62 | ||||||||||
Accumulated deficit | 3,523,924 | (1,082 | ) | 3,522,842 | |||||||||
Total equity | 1,333,133 | (314,298 | ) | 1,018,835 | |||||||||
Statement of Operations | |||||||||||||
Product sales revenue | 4,004 | (3 | ) | 4,001 | |||||||||
Total revenues | 229,004 | (3 | ) | 229,001 | |||||||||
Cost of goods sold | 2,139 | 1,662 | 3,801 | ||||||||||
Gross margin | 226,865 | (1,665 | ) | 225,200 | |||||||||
Depreciation expense | 652 | (652 | ) | - | |||||||||
Professional fees | 444,516 | 4,651 | 449,167 | ||||||||||
General and administrative | 27,877 | (6,616 | ) | 21,261 | |||||||||
Operating expenses | 604,667 | (2,617 | ) | 602,050 | |||||||||
Loss from operations | 377,802 | (952 | ) | 376,850 | |||||||||
Interest expense | 118,293 | (130 | ) | 118,163 | |||||||||
Other income and expense | 109,619 | (130 | ) | 109,489 | |||||||||
Net loss | 487,421 | (1,082 | ) | 486,339 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2013 | |
Summary Of Significant Accounting Policies Policies | ' |
Reclassifications | ' |
Certain balances in previously issued financial statements have been reclassified to be consistent with current period presentation. | |
Recent Accounting Pronouncements | ' |
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements. | |
Use of Estimates | ' |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Principles of Consolidation | ' |
The accompanying consolidated financial statements for the period ended March 31, 2013 include the accounts of the Company and its wholly-owned subsidiary, E-Waste Systems of Ohio, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. | |
The consolidated financial statements also include the accounts of Shanghai YaZhuo Jiudian Guanli ("YaZhuo"), a consolidated variable interest entity. On March 26, 2013, EWSI entered into a set of agreements with YaZhuo, a company incorporated in the People’s Republic of China (“PRC”), wherein EWSI will provide management services in relation to the current and proposed operations of YaZhuo’s business in the PRC. The management services include general business operation, human resources, business development, and such other advice and assistance as may be agreed upon by the parties. In consideration, YaZhuo will pay a management services fee, payable each quarter, equivalent to all of YaZhuo’s net income for such quarter. All intercompany balances and transactions have been eliminated. | |
Inventory | ' |
The company produces and sells plastic formwork used by construction companies in the PRC. Inventory consists of various raw materials, work-in-process and finished goods. The Company values its inventory on a first in first out (FIFO) basis at the lower of cost or market. Cost includes purchase price, freight, insurance, duties and other incidental expenses incurred in bringing inventories to their present location and condition. The Company records a reserve if the fair value of inventory is determined to be less than the cost. | |
Marketable Securities | ' |
The Company reports its investments in marketable securities under the provisions of ASC 320, Investments in Debt and Equity Securities. All the Company’s marketable securities are classified as “available for sale” securities, as the market value of the securities are readily determinable and the Company’s intention upon obtaining the securities was neither to sell them in the short term nor to hold them to maturity. Pursuant to ASC 320, securities which are classified as “available for sale” are recorded on the Company’s balance sheet at fair market value, with the resulting unrealized holding gains and losses excluded from earnings and reported as other comprehensive income until realized. | |
The Company evaluates securities for other-than-temporary impairment at least on a yearly basis, and more frequently when economic or market conditions warrant such evaluation. Consideration is given to the length of time and amount of the loss relative to cost, the nature and financial condition of the issuer and the ability and intent of the Company to hold the investment for a time sufficient to allow any anticipated recovery in fair value. Pursuant to ASC 320-5, other than temporary impairment losses are recorded as impairment expense in the statement of operations during the period in which the impairment is determined. The Company recognized other-than-temporary impairment to marketable securities in the amount of $-0- and $-0- during the three month periods ended March 31, 2013 and 2012, respectively. | |
Long-Lived Assets | ' |
Long-lived assets include equipment and intangible assets other than those with indefinite lives. We assess the carrying value of our long-lived asset groups when indicators of impairment exist and recognize an impairment loss when the carrying amount of a long-lived asset is not recoverable from the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in our use of the assets or in our business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value. The Company recorded impairment expense on long-lived intangible assets of $-0- and $-0- during the three month periods ended March 31, 2013 and 2012, respectively. | |
Property and equipment are recorded at historical cost less accumulated depreciation, unless impaired. Depreciation is charged to operations over the estimated useful lives of the assets using the straight-line. Upon retirement or sale, the historical cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized. Expenditures for repairs and maintenance are charged to expense as incurred. | |
Basic and Diluted Loss Per Common Share | ' |
Basic loss per common share is computed by dividing the loss available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share gives effect to all potential dilutive common shares outstanding during the period of compensation. The computation of diluted loss per share does not assume conversion, exercise or contingent exercise of securities that would have an antidilutive effect on earnings. As of March 31, 2013, the Company had 64,879,313 potentially dilutive securities that would affect the loss per share if they were to be dilutive. | |
Revenue Recognition | ' |
The Company applies the provisions of ASC 605, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue related to goods and services provided when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. | |
Product sales revenue is recognized when the sales amount is determined, shipment of goods to the customer has occurred and collection is reasonably assured. Product is shipped FOB origination. License fee revenue and related royalty revenue is recognized when an agreement is in place, collectability is reasonable assured and the licensee has reported the product sales to the Company. Product royalties revenue is calculated based upon the contractual percentage of reported sales. | |
Foreign Currency | ' |
Assets and liabilities of the Company's foreign operations are translated into U.S. dollars at period-end exchange rates. Net exchange gains or losses resulting from such translation are excluded from net loss but are included in comprehensive income and accumulated in a separate component of stockholders' equity. Income and expenses are translated at weighted average exchange rates for the period. Foreign currency transactions denominated in a currency other than the US Dollar, which is the Company’s functional currency, are included in determining net income for the period. | |
Accumulated Other Comprehensive Income | ' |
Comprehensive loss includes net loss as currently reported under U.S. GAAP and other comprehensive loss. Other comprehensive loss considers the effects of additional economic events, such as foreign currency translation adjustments, that are not required to be recorded in determining net loss, but rather are reported as a separate component of stockholders’ equity (deficit). | |
Stock-Based Compensation | ' |
The Company measures and recognizes stock-based compensation expense using a fair value-based method for all share-based awards made to employees and nonemployee directors, including grants of stock options and other stock-based awards. The application of this standard requires significant judgment and the use of estimates, particularly with regard to Black-Scholes assumptions such as stock price volatility and expected option lives to value equity-based compensation. We recognize stock compensation expense using a straight line method over the vesting period of the individual grants. | |
Income Taxes | ' |
The Company utilizes the balance sheet method of accounting for income taxes. Accordingly, The Company is required to estimate its income taxes in each of the jurisdictions in which it operates as part of the process of preparing its consolidated financial statements. This process involves estimating the Company’s actual current tax exposure, including assessing the risks associated with tax audits, together with assessing temporary differences resulting from the different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. Due to the evolving nature and complexity of tax rules, it is possible that the Company’s estimates of its tax liability could change in the future, which may result in additional tax liabilities and adversely affect the results of operations, financial condition and cash flows. |
MARKETABLE_SECURITIES_Tables
MARKETABLE SECURITIES (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||
Marketable Securities Tables | ' | ||||||||||||||||
Marketable Securities-Available for Sale | ' | ||||||||||||||||
Marketable Securities-Available for Sale are as follows: | |||||||||||||||||
Balance, December 31, 2012 | $ | - | |||||||||||||||
Marketable securities received in exchange for preferred stock | 880,000 | ||||||||||||||||
Unrealized gains or losses | - | ||||||||||||||||
Other-than-temporary impairment | - | ||||||||||||||||
Balance, March 31, 2013 | $ | 880,000 | |||||||||||||||
Marketable Securities-Available for Sale | 880,000 | ||||||||||||||||
Balance, March 31, 2013 | $ | 880,000 | |||||||||||||||
Amortized | Gross | Gross | Net | ||||||||||||||
Cost | Unrealized | Unrealized | Market | ||||||||||||||
Basis | Gains | Loss | Value | ||||||||||||||
Available-for-sale Securities | $ | 880,000 | $ | - | $ | - | $ | 880,000 |
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Notes Payable Tables | ' | ||||||||
Schedule of components of notes payable | ' | ||||||||
The components of notes payable are summarized in the table below: | |||||||||
March 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015 | $ | 11,000 | $ | 11,000 | |||||
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015 | 29,000 | 29,000 | |||||||
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015 | 98,500 | 162,500 | |||||||
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on January 18, 2016 | 41,557 | - | |||||||
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on February 8, 2016 | 162,500 | - | |||||||
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on March 5, 2016 | 17,417 | - | |||||||
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on February 8, 2014 | 27,778 | - | |||||||
Unamortized debt discounts on issuances of convertible debt | (264,066 | ) | (25,313 | ) | |||||
Derivative liability on long-term convertible notes | 62,111 | - | |||||||
Total long-term debt | $ | 185,797 | 177,187 | ||||||
Convertible note payable to a related party, bearing interest at 12%, unsecured, due on October 28, 2012 (note is in default) | $ | 12,000 | 12,000 | ||||||
Notes payable to an unrelated party, bearing interest at 14%, unsecured, due on demand | 75,000 | 75,000 | |||||||
Note payable to an unrelated party, bearing interest at 14%, unsecured, due on March 24, 2013 (note is in default) | 100,000 | 100,000 | |||||||
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on August 27, 2013 and due on October 10, 2013. | 25,629 | 44,445 | |||||||
Discounts on short-term convertible notes payable | (12,741 | ) | (31,111 | ) | |||||
Derivative liability on short-term convertible notes | 54,239 | 61,545 | |||||||
Total Short-term Notes Payable | $ | 254,127 | $ | 261,879 |
VARIABLE_INTEREST_ENTITY_Table
VARIABLE INTEREST ENTITY (Tables) | 3 Months Ended | ||||
Mar. 31, 2013 | |||||
Variable Interest Entity Tables | ' | ||||
Schedule of Variable Interest Assets and Liabilities | ' | ||||
Included in the accompanying consolidated financial statements are the following assets and liabilities of YaZhuo as of March 31, 2013: | |||||
March 31, | |||||
2013 | |||||
Cash | $ | 14,189 | |||
Total assets | $ | 14,189 | |||
Accrued liabilities | $ | 51 | |||
Total liabilities | $ | 51 | |||
Schedule of Variable Interest Income and Expenses | ' | ||||
Included in the accompanying consolidated financial statements are the following income and expenses of YaZhuo from the date of the execution of the management agreement on March 26, 2013 through March 31, 2013: | |||||
From the Date of | |||||
Consolidation on | |||||
March 26, | |||||
2013 Through | |||||
March 31, | |||||
2013 | |||||
Revenues | $ | 4,001 | |||
Cost of goods sold | 3,801 | ||||
Gross margin | 200 | ||||
General and administrative expenses | 400 | ||||
Total expenses | 400 | ||||
Net loss | $ | (200 | ) |
RESTATEMENT_Tables
RESTATEMENT (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2013 | |||||||||||||
Restatement Tables | ' | ||||||||||||
Restatement of condensed consolidated financial statements | ' | ||||||||||||
All corrections have been made in these restated financial statements. | |||||||||||||
31-Mar-13 | |||||||||||||
As Filed | Adjustment | As Restated | |||||||||||
Balance Sheets | |||||||||||||
Cash | $ | 26,587 | $ | (1,480 | ) | $ | 25,107 | ||||||
Trade accounts receivable | 57,635 | (53,626 | ) | 4,009 | |||||||||
License fees receivable | 225,000 | (150,000 | ) | 75,000 | |||||||||
Inventory | 161,346 | (161,346 | ) | - | |||||||||
Marketable securities, available-for-sale | 71,500 | 808,500 | 880,000 | ||||||||||
Total current assets | 542,068 | 442,048 | 984,116 | ||||||||||
Property and equipment, net | 363,013 | (363,013 | ) | - | |||||||||
Total assets | 905,081 | 79,035 | 984,116 | ||||||||||
Accounts payable and accrued expenses | 510,782 | (202,906 | ) | 307,876 | |||||||||
Accrued expenses-related parties | 1,272,737 | (32,357 | ) | 1,240,380 | |||||||||
Total current liabilities | 2,037,916 | (235,263 | ) | 1,802,653 | |||||||||
Total liabilities | 2,238,214 | (235,263 | ) | 2,002,951 | |||||||||
Preferred stock | 650 | (649 | ) | 1 | |||||||||
Common stock | 146,824 | 1 | 146,825 | ||||||||||
Additional paid-in capital | 2,043,309 | 313,810 | 2,357,119 | ||||||||||
Accumulated other comprehensive income | 8 | 54 | 62 | ||||||||||
Accumulated deficit | 3,523,924 | (1,082 | ) | 3,522,842 | |||||||||
Total equity | 1,333,133 | (314,298 | ) | 1,018,835 | |||||||||
Statement of Operations | |||||||||||||
Product sales revenue | 4,004 | (3 | ) | 4,001 | |||||||||
Total revenues | 229,004 | (3 | ) | 229,001 | |||||||||
Cost of goods sold | 2,139 | 1,662 | 3,801 | ||||||||||
Gross margin | 226,865 | (1,665 | ) | 225,200 | |||||||||
Depreciation expense | 652 | (652 | ) | - | |||||||||
Professional fees | 444,516 | 4,651 | 449,167 | ||||||||||
General and administrative | 27,877 | (6,616 | ) | 21,261 | |||||||||
Operating expenses | 604,667 | (2,617 | ) | 602,050 | |||||||||
Loss from operations | 377,802 | (952 | ) | 376,850 | |||||||||
Interest expense | 118,293 | (130 | ) | 118,163 | |||||||||
Other income and expense | 109,619 | (130 | ) | 109,489 | |||||||||
Net loss | 487,421 | (1,082 | ) | 486,339 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
Summary Of Significant Accounting Policies Details Narrative | ' | ' |
Impairment to Marketable Securities | $0 | $0 |
Impairment on Intangible Assets | $0 | $0 |
Potentially Dilutive Securities | '64,879,313 | ' |
MARKETABLE_SECURITIES_Details
MARKETABLE SECURITIES (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2013 | |
Marketable Securities Details | ' | ' |
Balance, December 31, 2012 | ' | ' |
Marketable securities received in exchange for preferred stock | 880,000 | ' |
Unrealized gains or losses | ' | ' |
Other-than-temporary impairment | ' | ' |
Marketable Securities-Available for Sale | 880,000 | ' |
Balance, March 31, 2013 | $880,000 | ' |
MARKETABLE_SECURITIES_Details_
MARKETABLE SECURITIES (Details 1) (USD $) | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Amortized Cost Basis [Member] | Gross Unrealized Gains [Member] | Gross Unrealized Loss [Member] | Net Market Value [Member] | |
Available-for-sale Securities | $880,000 | ' | ' | $880,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
Officers Compensation | $131,622 | $187,800 |
CEO [Member] | ' | ' |
Shares Issued During Period | 10,000,000 | ' |
Price per Share | $0.01 | ' |
Officers Compensation | 125,000 | ' |
CFO | ' | ' |
Shares Issued During Period | 1,788,306 | ' |
Price per Share | $0.01 | ' |
Officers Compensation | 23,498 | ' |
Officers [Member] | ' | ' |
Officers Compensation | 128,760 | ' |
Accrued Officer Compensation | $1,212,157 | ' |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Notes Payable Details | ' | ' |
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015 | $11,000 | $11,000 |
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015 | 29,000 | 29,000 |
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on December 31, 2015 | 98,500 | 162,500 |
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on January 18, 2016 | 41,557 | ' |
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on February 8, 2016 | 162,500 | ' |
Convertible note payable to an unrelated party, bearing interest at 6%, unsecured, due on March 5, 2016 | 17,417 | ' |
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on February 8, 2014 | 27,778 | ' |
Unamortized debt discounts on issuances of convertible debt | -264,066 | -25,313 |
Derivative liability on long-term convertible notes | 62,111 | ' |
Total long-term debt | 185,797 | 177,187 |
Convertible note payable to a related party, bearing interest at 12%, unsecured, due on October 28, 2012 (note is in default) | 12,000 | 12,000 |
Notes payable to an unrelated party, bearing interest at 14%, unsecured, due on demand | 75,000 | 75,000 |
Note payable to an unrelated party, bearing interest at 14%, unsecured, due on March 24, 2013 (note is in default) | 100,000 | 100,000 |
Convertible note payable to an unrelated party, bearing interest at 10%, unsecured, due on August 27, 2013 and due on October 10, 2013. | 25,629 | 44,445 |
Discounts on short-term convertible notes payable | -12,741 | -31,111 |
Derivative liability on short-term convertible notes | 54,239 | 61,545 |
Total Short-term Notes Payable | $254,127 | $261,879 |
NOTES_PAYABLE_Details_Narrativ
NOTES PAYABLE (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 | |
Interest Expense | ' | $5,090 | ' |
Original Issue Discount | 2,778 | ' | 4,445 |
Derivative Liabilities | 116,350 | ' | 61,545 |
Debt Discounts | 27,778 | ' | 44,445 |
Amortization of Debt Discounts | 12,143 | ' | ' |
Unamortized debt discounts | 209,127 | ' | ' |
Accounts Payable Forgiveness | ' | ' | 50,000 |
Convertible note payable | ' | ' | 162,500 |
UnrelatedThirdPartyMember | ' | ' | ' |
Interest Expense | 2,589 | ' | ' |
Accrued interest | 6,476 | ' | 5,424 |
Promissory Note [Member] | ' | ' | ' |
Interest Expense | 3,452 | ' | ' |
Accrued interest | 10,484 | ' | ' |
Amortization of Debt Discounts | 12,424 | ' | 13,334 |
Unamortized debt discounts | 37,814 | ' | 31,111 |
Convertible Notes Payable [Member] | ' | ' | ' |
Convertible note payable | ' | ' | 11,000 |
Convertible Notes Payable One [Member] | ' | ' | ' |
Amortization of Debt Discounts | 2,369 | ' | 0 |
Unamortized debt discounts | 20,313 | ' | 11,447 |
Convertible note payable | ' | ' | 29,000 |
Beneficial Conversion Feature | $219,841 | ' | $25,313 |
DERIVATIVE_LIABILITY_Details_N
DERIVATIVE LIABILITY (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 | |
Derivative Liability Details Narrative | ' | ' | ' |
Unpaid Face Value | $53,407 | ' | ' |
Risk Free Rate Minumum | 0.11% | ' | 0.16% |
Risk Free Rate Maximum | 0.16% | ' | ' |
Volatility Minimum | 310.00% | ' | 310.00% |
Volatility Maximum | 319.00% | ' | 331.00% |
Derivative Liability | 116,350 | ' | 61,545 |
Years to Maturity Minimum | '5 months 27 days | ' | '7 months 24 days |
Years to Maturity Maximum | '10 months 28 days | ' | '9 months 11 days |
Loss on Derivative | 3,525 | 7,371 | 2,899 |
Pro rata portion of derivative liability | $3,329 | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | Dec. 31, 2011 |
Commitments And Contingencies Details Narrative | ' |
Contingent Liability | $291,999 |
PREFERRED_STOCK_Details_Narrat
PREFERRED STOCK (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Mar. 31, 2013 | |
Preferred Stock Details Narrative | ' | ' |
Preferred Stock Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock Par Value | $0.00 | $0.00 |
Preferred Stock Shares Issued | 0 | 800 |
Value of Stock Issued for Oustanding Liabilities | $54,000 | ' |
Value of Preferred Shares Converted | $48,400 | ' |
Common Shares Issued upon Conversion | 28,951 | ' |
Common Shares Issued on Early Redemption | 32,301 | ' |
COMMON_STOCK_Details_Narrative
COMMON STOCK (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Mar. 31, 2013 | |
Common Stock Authorized | 490,000,000 | 490,000,000 |
Common Stock Issued | 106,504,926 | 146,823,587 |
Common stock, shares outstanding | 106,504,926 | 146,823,587 |
Proceeds from Capital Contributions | $42,000 | ' |
Value of Shares Issued for Settlement of Debt | 140,664 | ' |
Increase in Paid in Capital for Debt Discounts | 25,313 | ' |
Increase in Paid in Capital | ' | 246,617 |
DebtSettlementMember | ' | ' |
Common Stock Issued | 71,528 | 23,300,000 |
Price per Share | $1.97 | $0.01 |
Value of Common Shares | 140,664 | 207,816 |
ServicesMember | ' | ' |
Common Stock Issued | 5,375,433 | 17,018,661 |
Price per Share | $0.02 | $0.02 |
Value of Common Shares | $109,679 | $293,634 |
VARIABLE_INTEREST_ENTITY_Detai
VARIABLE INTEREST ENTITY (Details) (USD $) | Dec. 31, 2012 | Mar. 31, 2013 |
YaZhuo [Member] | ||
Cash | $139 | $14,189 |
Total Assets | 139 | 14,189 |
Accrued liabilities | ' | 51 |
Total Liabilities | $2,026,105 | $51 |
VARIABLE_INTEREST_ENTITY_Detai1
VARIABLE INTEREST ENTITY (Details 1) (USD $) | 3 Months Ended | 0 Months Ended |
Mar. 31, 2012 | Mar. 31, 2013 | |
YaZhuo [Member] | ||
Revenues | ' | $4,001 |
Cost of goods sold | ' | 3,801 |
Gross Margin | ' | 200 |
General and administrative expenses | 18,622 | 400 |
Total expenses | 257,131 | 400 |
Net loss | ($321,522) | ($200) |
RESTATEMENT_Details
RESTATEMENT (Details) (USD $) | 3 Months Ended | 3 Months Ended | |||
Mar. 31, 2012 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | |
As Filed [Member] | Adjustments [Member] | As Restated [Member] | |||
Cash | ' | $139 | $26,587 | ($1,480) | $25,107 |
Trade accounts receivable | ' | ' | 57,635 | -53,626 | 4,009 |
License fees receivable | ' | ' | 225,000 | -150,000 | 75,000 |
Inventory | ' | ' | 161,346 | -161,346 | ' |
Marketable securities, available-for-sale | ' | ' | 71,500 | 808,500 | 880,000 |
Total current assets | ' | ' | 542,068 | 442,048 | 984,116 |
Property and equipment, net | ' | ' | 363,013 | -363,013 | ' |
Total assets | ' | ' | 905,081 | 79,035 | 984,116 |
Accounts payable and accrued expenses | ' | ' | 510,782 | -202,906 | 307,876 |
Accrued expenses-related parties | ' | ' | 1,272,737 | -32,357 | 1,240,380 |
Total current liabilities | ' | 1,848,918 | 2,037,916 | -235,263 | 1,802,653 |
Total liabilities | ' | 2,026,105 | 2,238,214 | -235,263 | 2,002,951 |
Preferred stock | ' | ' | 650 | -649 | 1 |
Common stock | ' | 106,505 | 146,824 | 1 | 146,825 |
Additional paid-in capital | ' | 904,032 | 2,043,309 | 313,810 | 2,357,119 |
Accumulated other comprehensive income | ' | ' | 8 | 54 | 62 |
Accumulated deficit | ' | 3,036,503 | 3,523,924 | -1,082 | 3,522,842 |
Total equity | ' | 2,025,966 | 1,333,133 | -314,298 | 1,018,835 |
Product sales revenue | ' | ' | 4,004 | -3 | 4,001 |
Total revenues | ' | ' | 229,004 | -3 | 229,001 |
Cost of goods sold | ' | ' | 2,139 | 1,662 | 3,801 |
Gross margin | ' | ' | 226,865 | -1,665 | 225,200 |
Depreciation expense | ' | ' | 652 | -652 | ' |
Professional fees | 50,709 | ' | 444,516 | 4,651 | 449,167 |
General and administrative | ' | ' | 27,877 | -6,616 | 21,261 |
Operating expenses | 257,131 | ' | 604,667 | -2,617 | 602,050 |
Loss from operations | ' | ' | 377,802 | -952 | 376,850 |
Interest expense | 5,090 | ' | 118,293 | -130 | 118,163 |
Other income and expense | ' | ' | 109,619 | -130 | 109,489 |
Net loss | ' | ' | $487,421 | ($1,082) | $486,339 |