Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 26, 2014 | Jun. 28, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'PREMIER BIOMEDICAL INC | ' | ' |
Entity Central Index Key | '0001515740 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $5,899,996 |
Entity Common Stock, Shares Outstanding | ' | 19,627,299 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | $15,800 | $40,284 |
Prepaid Expenses | 6,000 | 69 |
Total current assets | 21,800 | 40,353 |
Property and equipment, net | 3,689 | 3,042 |
Total assets | 25,489 | 43,395 |
Current liabilities: | ' | ' |
Accounts Payable | 122,334 | 88,598 |
Accounts payable, related parties | 39,872 | 18,563 |
Accrued interest | 3,298 | ' |
Notes payable, related parties | 109,000 | 12,000 |
Total current liabilities | 274,504 | 119,161 |
Commitments and contingencies | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding | ' | ' |
Common stock, $0.00001 par value, 300,000,000 shares authorized, 15,584,479 and 12,374,479 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively | 184 | 124 |
Additional Paid in Capital | 6,535,913 | 1,732,151 |
Subscriptions payable, 55,000 and 40,000 shares at June 30, 2013 and December 31, 2012, respectively | ' | 20,000 |
(Deficit) accumulated during development stage | -6,785,112 | -1,828,041 |
Total stockholders' equity (deficit) | -249,015 | -75,766 |
Total liabilities and stockholders' equity (deficit) | $25,489 | $43,395 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Stockholders' equity (deficit): | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized shares | 300,000,000 | 300,000,000 |
Common stock, issued shares | 18,355,819 | 12,374,479 |
Common stock, outstanding shares | 18,355,819 | 12,374,479 |
Subscriptions payable, shares | 0 | 40,000 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | 44 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Statements Of Operations | ' | ' | ' |
Revenue | ' | ' | ' |
Operating expenses: | ' | ' | ' |
Research and development | 217,350 | 78,404 | 295,754 |
General and administrative | 3,024,108 | 35,947 | 3,080,275 |
Professional fees | 1,235,270 | 1,567,272 | 2,881,334 |
Impairment of patents | ' | 31,774 | 46,591 |
Total operating expenses | 4,476,728 | 1,713,397 | 6,303,954 |
Net operating loss | -4,476,728 | -1,713,397 | -6,303,954 |
Other expense: | ' | ' | ' |
Interest expense | -400,420 | -626 | -401,235 |
Total other expenses | -400,420 | -626 | -401,235 |
Net loss | -4,877,148 | -1,714,023 | -6,705,189 |
Deemed dividend | -79,923 | ' | -79,923 |
Net loss attributable to common stockholders | ($4,957,071) | ($1,714,023) | ($6,785,112) |
Weighted average number of common shares outstanding - basic and fully diluted | 15,829,277 | 11,799,259 | ' |
Net loss per share - basic and fully diluted | ($0.31) | ($0.15) | ' |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Preferred Stock | Common Stock | Additional Paid-In Capital | Subscriptions Payable | (Deficit) Accumulated During Development Stage | Total |
Beginning Balance, Amount at May. 09, 2010 | ' | ' | ' | ' | ' | ' |
Patent rights and applications contributed by director | ' | ' | $14,817 | ' | ' | $14,817 |
Units of common stock and warrants sold to founders at $0.00001 per share, Amount | ' | 100 | ' | ' | ' | 100 |
Units of common stock and warrants sold to founders at $0.00001 per share, Shares | ' | 10,000,000 | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -2,156 | -2,156 |
Ending Balance, Amount at Dec. 31, 2010 | ' | 100 | 14,817 | ' | -2,156 | 12,761 |
Ending Balance, Shares at Dec. 31, 2010 | ' | 10,000,000 | ' | ' | ' | ' |
Common stock sold to founders at $0.00001 per share, Amount | ' | 5 | ' | ' | ' | 5 |
Common stock sold to founders at $0.00001 per share, Shares | ' | 500,000 | ' | ' | ' | ' |
Units of common stock and warrants sold at $0.10 per share, Amount | ' | 7 | 72,313 | ' | ' | 72,320 |
Units of common stock and warrants sold at $0.10 per share, Shares | ' | 723,200 | ' | ' | ' | ' |
Common stock sold at $0.25 per share, Amount | ' | 3 | 56,997 | ' | ' | 57,000 |
Common stock sold at $0.25 per share, Shares | ' | 228,000 | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -111,862 | -111,862 |
Ending Balance, Amount at Dec. 31, 2011 | ' | 115 | 144,127 | ' | -114,018 | 30,224 |
Ending Balance, Shares at Dec. 31, 2011 | ' | 11,451,200 | ' | ' | ' | ' |
Imputed interest on non-interest bearing related party debts | ' | ' | 626 | ' | ' | -626 |
Warrants granted for services, related parties | ' | ' | 1,469,257 | ' | ' | 1,469,257 |
Exercise of cashless warrants, Amount | ' | 2 | -2 | ' | ' | ' |
Exercise of cashless warrants, Shares | ' | 249,990 | ' | ' | ' | ' |
Units of common stock and warrants sold at $0.35 per share, Amount | ' | 2 | 71,148 | ' | ' | 71,150 |
Units of common stock and warrants sold at $0.35 per share, Shares | ' | 203,289 | ' | ' | ' | ' |
Exercise of warrants at $0.10 per share, Amount | ' | 5 | 46,995 | ' | ' | 47,000 |
Exercise of warrants at $0.10 per share, Shares | ' | 470,000 | ' | ' | ' | ' |
Units of common stock and warrants sold at $0.50 per share, Amount | ' | ' | ' | 20,000 | ' | 20,000 |
Units of common stock and warrants sold at $0.50 per share, Shares | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -1,714,023 | -1,714,023 |
Ending Balance, Amount at Dec. 31, 2012 | ' | 124 | 1,732,151 | 20,000 | -1,828,041 | -75,766 |
Ending Balance, Shares at Dec. 31, 2012 | ' | 12,374,479 | ' | ' | ' | ' |
Imputed interest on non-interest bearing related party debts | ' | ' | 840 | ' | ' | -840 |
Warrants granted for services, related parties | ' | ' | 21,736 | ' | ' | 21,736 |
Amortization of warrants granted for services, related parties | ' | ' | 259,044 | ' | ' | 259,044 |
Amortization of warrants granted for services | ' | ' | 74,314 | ' | ' | 74,314 |
Modication of warrants, expiration of 190,289 warrants extended to July 23, 2013 | ' | ' | 79,923 | ' | -79,923 | ' |
Common stock issued as a commitment fee on financing, Kodiak Capital Group, LLC, Amount | ' | 6 | 352,253 | ' | ' | 352,259 |
Common stock issued as a commitment fee on financing, Kodiak Capital Group, LLC, Shares | ' | 559,140 | ' | ' | ' | ' |
Common stock issued for services, Amount | ' | 10 | 699,340 | ' | ' | 699,350 |
Common stock issued for services, Shares | ' | 985,000 | ' | ' | ' | ' |
Common stock sold to Directors at $0.05 per share, Amount | ' | 40 | 199,960 | ' | ' | 200,000 |
Common stock sold to Directors at $0.05 per share, Shares | ' | 4,000,000 | ' | ' | ' | ' |
Fair value of common stock in excess of cash value of stock sold to Directors | ' | ' | 2,965,000 | ' | ' | 2,965,000 |
Exercise of warrants at $0.50 per share, Amount | ' | 1 | 30,499 | ' | ' | 30,500 |
Exercise of warrants at $0.50 per share, Shares | ' | 61,000 | ' | ' | ' | ' |
Exercise of warrants at $0.10 per share, Amount | ' | 2 | 22,618 | ' | ' | 22,620 |
Exercise of warrants at $0.10 per share, Shares | ' | 226,200 | ' | ' | ' | ' |
Units of common stock and warrants sold at $0.50 per share, Amount | ' | 1 | 74,999 | -20,000 | ' | 55,000 |
Units of common stock and warrants sold at $0.50 per share, Shares | ' | 150,000 | ' | ' | ' | ' |
Beneficial conversion feature of convertible note | ' | ' | 23,236 | ' | ' | 23,236 |
Net loss | ' | ' | ' | ' | -4,877,148 | -4,877,148 |
Ending Balance, Amount at Dec. 31, 2013 | ' | $184 | $6,535,913 | ' | ($6,785,112) | ($249,015) |
Ending Balance, Shares at Dec. 31, 2013 | ' | 18,355,819 | ' | ' | ' | ' |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 44 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' | ' |
Net (loss) | ($4,877,148) | ($1,714,023) | ($6,705,189) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Impairment of patents | ' | 31,774 | 46,591 |
Depreciation | 767 | 201 | 968 |
Imputed interest on non-interest bearing related party debts | 840 | 626 | 1,466 |
Amortization of debt discount | 23,236 | ' | 23,236 |
Stock based compensation | 4,371,703 | 1,469,257 | 5,840,960 |
Decrease (increase) in assets: | ' | ' | ' |
Prepaid expenses | -5,931 | -69 | -6,000 |
Increase (decrease) in liabilities: | ' | ' | ' |
Accounts payable | 33,736 | 86,303 | 122,334 |
Accounts payable, related parties | 21,309 | -663 | 21,449 |
Accrued interest | 3,298 | ' | 3,298 |
Net cash used in operating activities | -428,190 | -126,594 | -650,887 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' | ' |
Payments on patent rights and applications | ' | -6,293 | -13,351 |
Purchases of property and equipment | -1,414 | -3,243 | -4,657 |
Net cash used in investing activities | -1,414 | -9,536 | -18,008 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | ' |
Proceeds from notes payable, related parties | 26,500 | ' | 26,500 |
Repayments on convertible note payable | -26,500 | ' | -26,500 |
Proceeds from notes payable, related parties | 100,000 | 12,000 | 115,355 |
Repayments on notes payable, related parties | -3,000 | ' | -6,355 |
Proceeds from the sale of common stock | 308,120 | 138,150 | 575,695 |
Net cash provided by financing activities | 405,120 | 150,150 | 684,695 |
NET CHANGE IN CASH | -24,484 | 14,020 | 15,800 |
CASH AT BEGINNING OF PERIOD | 40,284 | 26,264 | ' |
CASH AT END OF PERIOD | 15,800 | 40,284 | 15,800 |
SUPPLEMENTAL INFORMATION: | ' | ' | ' |
Interest paid | 20,787 | ' | ' |
Income taxes paid | ' | ' | ' |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' | ' |
Purchase of patent rights and applications paid subsequent to period end | ' | 18,423 | ' |
Discount on beneficial conversion feature on convertible note | 23,236 | ' | ' |
Cashless exercise of common stock warrants, 250,000 warrants exercised | ' | 2 | ' |
Deemed dividend on modification of warrants issued in equity offering | $79,923 | ' | ' |
Nature_of_Business_and_Signifi
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Nature Of Business And Significant Accounting Policies | ' |
Note 1 - Nature of Business and Significant Accounting Policies | ' |
Nature of Business | |
Premier Biomedical, Inc. (“the Company”) was incorporated in the state of Nevada on May 10, 2010 (“Inception”). The Company was formed to develop and market medications and procedures that address a significant number of the most highly visible health issues currently affecting mankind. The Company will market these medications and procedures to leading worldwide pharmaceutical firms via publication in medical journals and by direct contact. | |
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. | |
Development Stage Company | |
The Company is currently considered a development stage company as defined by FASB ASC 915-10-05. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized. To date, the development stage of the Company’s operations consists of developing the business model and marketing concepts. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | |
We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. | |
Patent Rights and Applications | |
Patent rights and applications costs include the acquisition costs and costs incurred for the filing of patents. Patent rights and applications are amortized on a straight-line basis over the legal life of the patent rights beginning at the time the patents are approved. Patent costs for unsuccessful patent applications are expensed when the application is terminated. | |
Fair Value of Financial Instruments | |
Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. | |
Basic and Diluted Loss Per Share | |
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. | |
Stock-Based Compensation | |
The Company adopted FASB guidance on stock based compensation upon inception at May 10, 2010. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. During the year ended December 31, 2013, the Company recognized $1,051,609 of compensation expense related to common stock issued for services and $435,017 of compensation expense related to common stock warrants issued for services, including $79,923 related to the modification of warrants. During the comparative year ended December 31, 2012, the Company recognized $1,469,257 of compensation expense related to common stock warrants issued for services. | |
Revenue Recognition | |
Sales on fixed price contracts are recorded when services are earned, the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue from sales in which payment has been received, but the earnings process has not occurred. No sales have yet commenced. | |
Advertising and Promotion | |
All costs associated with advertising and promoting products are expensed as incurred. These expenses were $25,507 and $2,938 for the years ended December 31, 2013 and 2012, respectively. | |
Income Taxes | |
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations. | |
Uncertain Tax Positions | |
In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. | |
Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. | |
The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. | |
Recently Issued Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations. | |
In February 2013, FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This ASU requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component and to present either on the face of the statement where net income is presented, or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. The amendments are effective for annual and interim reporting periods beginning on or after December 15, 2012. The disclosures required from adoption of this ASU have been included in these financial statements. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2013 | |
Going Concern | ' |
Note 2 - Going Concern | ' |
As shown in the accompanying financial statements, the Company has no revenues, incurred net losses from operations resulting in an accumulated deficit of $6,785,112, had negative working capital of ($252,704) and used net cash in operating activities of $650,887 from inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new products and services to begin generating revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern. | |
The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related_Parties
Related Parties | 12 Months Ended | |
Dec. 31, 2013 | ||
Related Parties | ' | |
Note 3 - Related Parties | ' | |
Accounts Payable | ||
The Company owed $37,690 and $18,423 as of December 31, 2013 and 2012, respectively, to an entity owned by the Chairman of the Board of Directors. The amounts are related to patent costs paid by the Chairman on behalf of the Company. | ||
The Company owed $2,182 and $140 as of December 31, 2013 and 2012, respectively, to the Company’s CEO for reimbursable expenses. | ||
Notes Payable | ||
The Company has received short term loans in the total amount of $109,000 from officers and directors as disclosed in Note 7 below. | ||
Common Stock | ||
On September 25, 2013, the Company sold 1,000,000 shares of its common stock to a director in exchange for proceeds of $50,000. Board of director compensation expense of $650,000 was recognized due to the fair value of the shares in excess of the $0.05 per share purchase price. | ||
On February 27, 2013, the Company sold 500,000 shares of its common stock to the Chairman of the Board of Directors in exchange for proceeds of $25,000. Board of director compensation expense of $365,000 was recognized due to the fair value of the shares in excess of the $0.05 per share purchase price. | ||
On February 20, 2013, the Company sold 1,000,000 shares of its common stock to a director in exchange for proceeds of $50,000. Board of director compensation expense of $780,000 was recognized due to the fair value of the shares in excess of the $0.05 per share purchase price. | ||
On February 20, 2013, the Company sold 1,500,000 shares of its common stock to a director in exchange for proceeds of $75,000. Board of director compensation expense of $1,170,000 was recognized due to the fair value of the shares in excess of the $0.05 per share purchase price. | ||
On June 8, 2012, the Company sold 6,000 shares of its common stock and an equal number of warrants exercisable at $0.50 per share over a one year term pursuant to a unit offering in exchange for proceeds of $2,100 to one of the Company’s directors. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||
On January 20, 2011, the Company sold 500,000 founder’s shares at the par value of $0.00001 per share in exchange for proceeds of $5 to a newly appointed director. The sale of these units was simply to establish the internal ownership, which occurred prior to the commencement of any operational activities, or offerings to the public or friends and family members. The Company was essentially dormant from the date of formation, May 10, 2010 through the date when the unit sales occurred as part of the Company’s formation. As a result, the difference between the fair value of the shares and the cash received was not recorded as compensation expense. The shares issued carried a total fair value of $160, or $0.00032 per share using the Option-pricing Method to Allocation – Option Value by Capital Structure method is as follows: | ||
- | 500,000 shares of common stock valued at a total of $160, or $0.00032 per share, based on a 115% expected price volatility, estimated term of 12 months, risk-free interest rate of 0.29% and a dividends rate of 0%. | |
On June 21, 2010, the Company sold 3,000,000 founder’s shares at the par value of $0.00001 per share, at a fair value of $960, or $0.00032 per share, along with warrants to purchase 1,000,000 shares of series A convertible preferred stock at $0.001 per share over a ten year period from the date of issuance and warrants to purchase 17,000,000 shares of common stock at $0.00001 per share over a ten year period from the date of issuance, in exchange for proceeds of $30 to the Company’s CEO. The sale of these units was simply to establish the internal ownership, which occurred prior to the commencement of any operational activities, or offerings to the public or friends and family members. The Company was essentially dormant from the date of formation, May 10, 2010 through the date when the unit sales occurred as part of the Company’s formation. As a result, the difference between the fair value of the shares and the cash received was not recorded as compensation expense. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The fair value of the common stock issuance to the founder using the Option-pricing Method to Allocation – Option Value by Capital Structure method is as follows: | ||
- | 3,000,000 shares of common stock valued at a total of $960, or $0.00032 per share, based on a 115% expected price volatility, estimated term of 12 months, risk-free interest rate of 0.29% and a dividends rate of 0%. | |
The total fair value of the warrant issuances to the founder using the Black-Scholes option-pricing model is as follows: | ||
- | Warrants to purchase 1,000,000 shares of series A convertible preferred stock valued at a total of $890, or $0.00089 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $390. | |
- | Warrants to purchase 17,000,000 shares of common stock valued at a total of $3,910, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $1,530. | |
On June 21, 2010, the Company sold 3,000,000 founder’s shares at the par value of $0.00001 per share, and an intrinsic value of $960, or $0.00032 per share, along with warrants to purchase 1,000,000 shares of series A convertible preferred stock at $0.001 per share over a ten year period from the date of issuance and warrants to purchase 17,000,000 shares of common stock at $0.00001 per share over a ten year period from the date of issuance, in exchange for proceeds of $30 to the Company’s Chairman of the Board. The sale of these units was simply to establish the internal ownership, which occurred prior to the commencement of any operational activities, or offerings to the public or friends and family members. The Company was essentially dormant from the date of formation, May 10, 2010 through the date when the unit sales occurred as part of the Company’s formation. As a result, the difference between the fair value of the shares and the cash received was not recorded as compensation expense. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The fair value of the common stock issuance to the founder using the Option-pricing Method to Allocation – Option Value by Capital Structure method is as follows: | ||
- | 3,000,000 shares of common stock valued at a total of $960, or $0.00032 per share, based on a 115% expected price volatility, estimated term of 12 months, risk-free interest rate of 0.29% and a dividends rate of 0%. | |
The total fair value of the warrant issuances to the founder using the Black-Scholes option-pricing model is as follows: | ||
- | Warrants to purchase 1,000,000 shares of series A convertible preferred stock valued at a total of $890, or $0.00089 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $390. | |
- | Warrants to purchase 17,000,000 shares of common stock valued at a total of $3,910, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $1,530. | |
On June 21, 2010, the Company sold a total of 4,000,000 founder’s shares at the par value of $0.00001 per share in exchange for total proceeds of $40 to four of the Company’s directors. The shares issued carried a total fair value of $1,280, or $0.00032 per share using the Option-pricing Method to Allocation – Option Value by Capital Structure method. The sale of these units was simply to establish the internal ownership, which occurred prior to the commencement of any operational activities, or offerings to the public or friends and family members. The Company was essentially dormant from the date of formation, May 10, 2010 through the date when the unit sales occurred as part of the Company’s formation. As a result, the difference between the fair value of the shares and the cash received was not recorded as compensation expense. The fair value of the common stock issuances to the founders using the Option-pricing Method to Allocation – Option Value by Capital Structure method is as follows: | ||
- | 1,000,000 shares of common stock issued to each of four directors valued at $320 each, or $0.00032 per share, based on a 115% expected price volatility, estimated term of 12 months, risk-free interest rate of 0.29% and a dividends rate of 0%. | |
Common Stock Warrants | ||
On October 1, 2012, the Company granted 1,000,000 common stock warrants to each of two directors to purchase a total of 2,000,000 shares of common stock at $1.45 per share for services provided above and beyond their services as directors. The warrants are fully vested, and are exercisable over seven (7) years from the date of grant. The total fair value of the 2,000,000 common stock warrants using the Black-Scholes option-pricing model is $1,321,496, or $0.6608 per share, based on a volatility rate of 100%, a risk-free interest rate of 0.39% and an expected term of 3.5 years, and was expensed as professional fee expense during the year ended December 31, 2012. | ||
On September 28, 2012, the Company granted common stock warrants to the Company’s CEO pursuant to the commencement of an employment agreement to purchase a total of 105,000 shares of common stock at $1.45 per share for his services as an officer. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vested on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. The fair value of the 105,000 common stock warrants using the Black-Scholes option-pricing model is $74,798, or $0.7315 per share, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized $11,644 and $6,773 of amortization recorded to professional fee expense during the years ended December 31, 2013 and 2012, respectively. The unamortized balance at December 31, 2013 was $-0-. | ||
On September 28, 2012, the Company granted common stock warrants to the Company’s Chairman of the Board of Directors pursuant to the commencement of an employment agreement to purchase a total of 105,000 shares of common stock at $1.45 per share for his services as the Chairman of the Board. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vested on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. The fair value of the 105,000 common stock warrants using the Black-Scholes option-pricing model is $74,798, or $0.7315 per share, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized $11,644 and $6,773 of amortization recorded to professional fee expense during the years ended December 31, 2013 and 2012, respectively. The unamortized balance at December 31, 2013 was $-0-. | ||
On September 28, 2012, the Company granted 50,000 common stock warrants to each of nine directors to purchase a total of 450,000 shares of common stock at $1.45 per share over a seven year period from the grant date for their services as directors. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vested on June 15, 2013. The total fair value of the 450,000 common stock warrants using the Black-Scholes option-pricing model is $320,564, or $0.7315 per share, based on a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized a total of $202,675 and $117,889 of amortization recorded to professional fee expense during the years ended December 31, 2013 and 2012, respectively. The unamortized balance at December 31, 2013 was $-0-. | ||
On September 28, 2012, the Company granted 70,000 common stock warrants to each of three directors to purchase a total of 210,000 shares of common stock at $1.45 per share for services provided above and beyond their services as directors. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vested on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. In accordance with Accounting Standards Codification (“ASC”) 505-50, non-employee stock based compensation awards are re-measured at each period. The total fair value of the 210,000 common stock warrants using the Black-Scholes option-pricing model is $133,788, or $0.6371 per share as of December 31, 2012, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 88%, a risk-free interest rate of 1.18% and an expected term of 7 years. The Company recognized a total of $25,317 and $11,811 of professional fee expense during the years ended December 31, 2013 and 2012, respectively. | ||
On September 28, 2012, the Company granted common stock warrants to one of the directors to purchase 70,000 shares of common stock at $1.45 per share for services provided above and beyond their service as a director. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vested on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. The total fair value of the 70,000 common stock warrants using the Black-Scholes option-pricing model is $49,865, or $0.7315 per share, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized $7,764 and $4,515 of professional fee expense during the years ended December 31, 2013 and 2012, respectively. The unamortized balance at December 31, 2013 was $-0-. |
Patent_Rights_and_Applications
Patent Rights and Applications | 12 Months Ended |
Dec. 31, 2013 | |
Patent Rights And Applications | ' |
Note 4 - Patent Rights and Applications | ' |
The Company amortizes its patent rights and applications on a straight line basis over the expected useful technological or economic life of the patents, which is typically 17 years from the legal approval of the patent applications. As of January 1, 2013, the Company has elected to expense all of their patent rights and application costs due to difficulties associated with having to prove the value of their future economic benefits. All patent applications are currently pending and the Company has no patents that have yet been approved. It is the Company’s policy that it performs reviews of the carrying value of its patent rights and applications on an annual basis. During the years ended December 31, 2013 and 2012, the Company performed reviews of the carrying value of its patent rights and applications and, as a result, the Company wrote off a total book value of $-0- and $31,774, respectively, in patent rights and applications related to discontinued pursuit of international patents, and due to the uncertainty of deriving a future economic benefit from our patents. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Fair Value Of Financial Instruments | ' | ||||||||||||
Note 5 - Fair Value of Financial Instruments | ' | ||||||||||||
The Company adopted FASB ASC 820-10 upon inception at May 10, 2010. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. | |||||||||||||
The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: | |||||||||||||
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |||||||||||||
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). | |||||||||||||
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. | |||||||||||||
The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of December 31, 2013 and 2012, respectively: | |||||||||||||
Fair Value Measurements at December 31, 2013 | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Assets | |||||||||||||
Cash | $ | 15,800 | $ | - | $ | - | |||||||
Total assets | 15,800 | - | - | ||||||||||
Liabilities | |||||||||||||
Notes payable, related parties | - | 109,000 | - | ||||||||||
Total liabilities | - | 109,000 | - | ||||||||||
$ | 15,800 | $ | (109,000 | ) | $ | - | |||||||
Fair Value Measurements at December 31, 2012 | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Assets | |||||||||||||
Cash | $ | 40,284 | $ | - | $ | - | |||||||
Total assets | 40,284 | - | - | ||||||||||
Liabilities | |||||||||||||
Notes payable, related parties | - | 12,000 | - | ||||||||||
Total liabilities | - | 12,000 | - | ||||||||||
$ | 40,284 | $ | (12,000 | ) | $ | - | |||||||
The fair values of our related party debts are deemed to approximate book value, and are considered Level 2 inputs as defined by ASC Topic 820-10-35. | |||||||||||||
There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the years ended December 31, 2013 or the year ended December 31, 2012. | |||||||||||||
The Company recorded fair value adjustments of $-0- and $31,774 during the years ended December 31, 2013 and 2012, respectively, related to the impairment of the carrying value of its patent rights and applications. |
Convertible_Note_Payable
Convertible Note Payable | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
Note 6. Convertible Note Payable | ' | ||||||||
Convertible note payable consists of the following at December 31, 2013 and 2012, respectively: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
On August 13, 2013, the Company received an unsecured loan in the amount of $26,500, bearing interest at 8%, maturing on May 13, 2014. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to fifty five percent (55%) of the average of the two (2) lowest closing bid prices of the Common Stock during the ten (10) trading day period ending one trading day prior to the date the Conversion Notice was delivered, or $0.01 per share, whichever was greater. On November 6, 2013, the Company repaid the convertible note in full with a payment of $33,788, consisting of $26,500 of principal, $530 of interest and $6,758 as a prepayment penalty. | $ | - | $ | - | |||||
Total convertible note payable | - | - | |||||||
Less: unamortized discount on beneficial conversion feature | - | - | |||||||
Convertible note payable | - | - | |||||||
Less: current portion | - | - | |||||||
Convertible note payable, less current portion | $ | - | $ | - | |||||
The Company recognized interest expense and penalties in the amount of $7,288 and $-0- for the years ended December 31, 2013 and 2012, respectively, related to the convertible debt. | |||||||||
In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible debts by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible debt. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt. | |||||||||
The aforementioned accounting treatment resulted in a total debt discount equal to $23,236 and $-0- during the years ended December 31, 2013 and 2012, respectively. The discount is amortized on a straight line basis from the dates of issuance until the earlier of the stated redemption date of the debts, as noted above or the actual settlement date. During the years ended December 31, 2013 and 2012, the Company recorded debt amortization expense in the amount of $23,236 and $-0-, respectively, attributed to the aforementioned debt discount. | |||||||||
The convertible note, consisting of total original face values of $26,500 from LG Capital Funding, LLC that created the beneficial conversion feature carried a default provision that placed a “maximum share amount” on the note holder that can be owned as a result of the conversions to common stock by the note holder of 4.99% of the issued and outstanding shares of the Company. |
Notes_Payable_Related_Parties
Notes Payable, Related Parties | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Notes Payable Related Parties | ' | |||||||||||||
Note 7 - Notes Payable, Related Parties | ' | |||||||||||||
Notes payable, related parties consist of the following at December 31, 2013 and 2012, respectively: | ||||||||||||||
December 31, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
On November 18, 2013, the Company received an unsecured, 8% interest bearing loan in the amount of $50,000, due on August 18, 2014, or three business days following the receipt of one million dollars in funding, net of expenses, from the Company’s CEO. The note carries an additional prepayment premium of 35% of the principal if the note is not paid prior to maturity, and whereby the note holder is entitled to additional interest on the principal pursuant to the schedule listed below if the note is paid prior to maturity: | ||||||||||||||
No. of days after issuance date: | Prepayment Premium: | |||||||||||||
0-30 days | 15 | % | ||||||||||||
31-60 days | 20 | % | ||||||||||||
61-90 days | 25 | % | ||||||||||||
91-120 days | 30 | % | ||||||||||||
121 days or more | 35 | % | 50,000 | $ | - | |||||||||
On November 18, 2013, the Company received an unsecured, 8% interest bearing loan in the amount of $50,000, due on August 18, 2014, or three business days following the receipt of one million dollars in funding, net of expenses, from one of the Company’s Directors. The note carries an additional prepayment premium of 35% of the principal if the note is not paid prior to maturity, and whereby the note holder is entitled to additional interest on the principal pursuant to the same schedule listed above in the $50,000 note from the Company’s CEO. | 50,000 | - | ||||||||||||
On May 4, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from the Company’s CEO. | 3,000 | 3,000 | ||||||||||||
On May 4, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand and a from the Company’s Chairman of the Board of Directors. | 3,000 | 3,000 | ||||||||||||
On May 4, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from one of the Company’s directors. The loan was repaid in full on July 2, 2013. | - | 3,000 | ||||||||||||
On May 7, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from one of the Company’s directors. | 3,000 | 3,000 | ||||||||||||
Total notes payable, related parties | 109,000 | 12,000 | ||||||||||||
Less: current portion | 109,000 | 12,000 | ||||||||||||
Notes payable, related parties, less current portion | $ | - | $ | - | ||||||||||
The Company recorded imputed interest expense in the amount of $840 and $626 and $3,298 and $-0- of accrued interest for the years ended December 31, 2013 and 2012, respectively related to notes payable, related parties. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Commitments And Contingencies | ' |
Note 8 - Commitments and Contingencies | ' |
On May 9, 2012, we entered into a Collaborative Agreement with the University of Texas at El Paso. Pursuant to the terms of the Agreement, we will work jointly with the University to develop a series of research and development programs around our sequential-dialysis technology in the areas of Alzheimer's Disease, Traumatic Brain Injury (TBI), Chronic Pain Syndrome, Fibromyalgia, Multiple Sclerosis, Amyotrophic Lateral Sclerosis (ALS or Lou Gehrig's disease), Blood Sepsis, Cancer, Heart Attacks and Strokes. The programs will utilize the facilities at one or more of the University of Texas’ campuses. We will pay the University’s actual overhead for the projects, plus a negotiated facility and administration overhead expense, and 10% of all gross revenues associated with the sale, license and/or royalties of all products and treatment procedures directly affiliated with programs. Intellectual property jointly invented and developed as a result of the projects will be owned jointly by the University and us. The agreement has an initial term of five (5) years, and is renewable upon mutual agreement of the parties. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |
Dec. 31, 2013 | ||
Stockholders' equity (deficit): | ' | |
Note 9 - Stockholders' Equity | ' | |
Convertible Preferred Stock, Series A | ||
The Company has 10,000,000 authorized shares of Preferred Stock, of which 2,000,000 shares of $0.001 par value Series A Convertible Preferred Stock (“Series A Preferred Stock”) have been designated. Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time after the issuance of such share into one (1) fully paid and non-assessable share of Common Stock. Each outstanding share of Series A Preferred Stock is entitled to one hundred (100) votes per share on all matters to which the shareholders of the Corporation are entitled or required to vote. The Company shall reserve and keep available out of its authorized but unissued shares of Class A Common Stock such number of shares sufficient to effect the conversions. No shares of Series A Preferred Stock have been granted to date. | ||
Common Stock | ||
The Company has 300,000,000 authorized shares of $0.00001 par value Common Stock. | ||
Common Stock (2013) | ||
On December 19, 2013, the Company granted 200,000 shares of common stock for services performed. The total fair value of the common stock was $140,000 based on the closing price of the Company’s common stock on the date of grant. | ||
On December 17, 2013, the Company granted 150,000 shares of common stock for services performed. The total fair value of the common stock was $100,500 based on the closing price of the Company’s common stock on the date of grant. | ||
On October 31, 2013, the Company granted 10,000 shares of common stock for services performed. The total fair value of the common stock was $7,400 based on the closing price of the Company’s common stock on the date of grant. | ||
On October 31, 2013, the Company granted 25,000 shares of common stock for services performed. The total fair value of the common stock was $18,500 based on the closing price of the Company’s common stock on the date of grant. | ||
On October 17, 2013, the Company granted 200,000 shares of common stock for services performed. The total fair value of the common stock was $140,000 based on the closing price of the Company’s common stock on the date of grant. | ||
On October 15, 2013, the Company granted 391,398 shares of common stock to Kodiak Capital Group, LLC as a commitment fee for a potential future financing. The total fair value of the common stock was $246,581 based on the closing price of the Company’s common stock on the date of grant. | ||
On October 15, 2013, the Company granted 167,742 shares of common stock to Manners, Inc. as a commitment fee for a potential future financing by Kodiak Capital Group, LLC. The total fair value of the common stock was $105,678 based on the closing price of the Company’s common stock on the date of grant. | ||
On September 25, 2013, the Company sold 1,000,000 shares of its common stock to a director in exchange for proceeds of $50,000. Board of director compensation expense of $650,000 was recognized due to the fair value of the shares in excess of the $0.05 per share purchase price. | ||
On September 25, 2013, the Company granted 300,000 shares of common stock for services performed. The total fair value of the common stock was $210,000 based on the closing price of the Company’s common stock on the date of grant. | ||
On July 19, 2013, the Company issued a total of 20,000 shares of its common stock that were sold on June 27, 2013 pursuant to warrant exercises amongst seven investors in exchange for total proceeds of $2,000. | ||
On July 15, 2013, the Company granted 50,000 shares of common for services performed. The total fair value of the common stock was $46,500 based on the closing price of the Company’s common stock on the date of grant. | ||
On various dates between July 2, 2013 and July 25, 2013, the Company issued a total of 61,000 shares of its common stock pursuant to warrant exercises at $0.50 per share amongst eight investors in exchange for total proceeds of $30,500. | ||
On various dates between July 6, 2013 and July 25, 2013, the Company issued a total of 161,200 shares of its common stock pursuant to warrant exercises at $0.10 per share amongst twenty one investors in exchange for total proceeds of $16,120. | ||
On July 3, 2013, the Company issued a total of 35,000 shares of its common stock that were sold on June 21, 2013 pursuant to warrant exercises amongst seven investors in exchange for total proceeds of $3,500. | ||
On June 27, 2013, two warrant holders elected to exercise warrants consisting of a total of 20,000 shares of its common stock pursuant to unit offerings previously sold on February 28, 2011 in exchange for total proceeds of $2,000. The shares were subsequently issued on July 19, 2013. | ||
On June 21, 2013, a total of seven warrant holders elected to exercise warrants consisting of a total of 35,000 shares of its common stock pursuant to unit offerings previously sold on February 28, 2011 in exchange for total proceeds of $3,500. The shares were subsequently issued on July 3, 2013. | ||
On March 11, 2013, a warrant holder elected to exercise warrants consisting of a 10,000 shares of its common stock pursuant to a unit offering previously sold on February 28, 2011 in exchange for proceeds of $1,000. | ||
On March 11, 2013, the Company sold 10,000 shares of its common stock and an equal number of warrants exercisable at $0.75 per share over a one year term pursuant to a unit offering in exchange for proceeds of $5,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||
On March 2, 2013, the Company granted 50,000 shares of common for services performed. The total fair value of the common stock was $36,450 based on the closing price of the Company’s common stock on the date of grant. | ||
On February 27, 2013, the Company sold 500,000 shares of its common stock to the Chairman of the Board of Directors in exchange for proceeds of $25,000. Board of director compensation expense of $365,000 was recognized due to the fair value of the shares in excess of the $0.05 per share purchase price. | ||
On February 20, 2013, the Company sold 1,000,000 shares of its common stock to a director in exchange for proceeds of $50,000. Board of director compensation expense of $780,000 was recognized due to the fair value of the shares in excess of the $0.05 per share purchase price. | ||
On February 20, 2013, the Company sold 1,500,000 shares of its common stock to a director in exchange for proceeds of $75,000. Board of director compensation expense of $1,170,000 was recognized due to the fair value of the shares in excess of the $0.05 per share purchase price. | ||
On February 17, 2013, the Company sold 5,000 shares of its common stock and an equal number of warrants exercisable at $0.75 per share over a one year term pursuant to a unit offering in exchange for proceeds of $2,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||
On February 10, 2013, the Company sold 20,000 shares of its common stock and an equal number of warrants exercisable at $0.75 per share over a one year term pursuant to a unit offering in exchange for proceeds of $10,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||
On January 30, 2013, the Company sold 60,000 shares of its common stock and an equal number of warrants exercisable at $0.75 per share over a one year term pursuant to a unit offering in exchange for proceeds of $30,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||
On January 22, 2013, the Company sold 15,000 shares of its common stock and an equal number of warrants exercisable at $0.75 per share over a one year term pursuant to a unit offering in exchange for proceeds of $7,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||
On January 9, 2013, the Company issued 40,000 shares of its common stock that were sold on December 31, 2012 pursuant to a unit offering in exchange for proceeds of $20,000 that were presented as a subscriptions payable at December 31, 2012. | ||
Common Stock (2012) | ||
On December 31, 2012, the Company sold 40,000 shares of its common stock and an equal number of warrants exercisable at $0.75 per share over a one year term pursuant to a unit offering in exchange for proceeds of $20,000. The shares were subsequently issued on January 9, 2013, as such, the proceeds were presented as a subscriptions payable at December 31, 2012. | ||
On October 24, 2012, a warrant holder elected to exercise warrants consisting of a 10,000 shares of its common stock pursuant to a unit offering previously sold on February 28, 2011 in exchange for proceeds of $1,000. | ||
On September 21, 2012, four warrant holders elected to exercise warrants consisting of a total of 40,000 shares of its common stock pursuant to unit offerings previously sold on February 28, 2011 in exchange for total proceeds of $4,000. | ||
On various dates from August 9, 2012 through September 18, 2012, the Company issued a total of 420,000 shares of the Company’s common stock at $0.10 per share amongst a total of forty four warrant holders, in exchange for total proceeds of $42,000 pursuant to warrant exercise notices from unit offerings previously sold on February 28, 2011. | ||
On August 15, 2012, the Company sold 3,000 shares of its common stock and an equal number of warrants exercisable at $0.50 per share over a one year term pursuant to a unit offering in exchange for proceeds of $1,050. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||
On August 9, 2012, the Company sold 10,000 shares of its common stock and an equal number of warrants exercisable at $0.50 per share over a one year term pursuant to a unit offering in exchange for proceeds of $3,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||
On August 9, 2012, the Company sold 10,000 shares of its common stock and an equal number of warrants exercisable at $0.50 per share over a one year term pursuant to a unit offering in exchange for proceeds of $3,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||
On July 16, 2012, the Company sold 14,285 shares of its common stock and an equal number of warrants exercisable at $0.50 per share over a one year term pursuant to a unit offering in exchange for proceeds of $5,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||
On July 2, 2012, a warrant holder elected to exercise 250,000 cashless warrants of a total of 2,500,000 held, exercisable at $0.00001 per share. As a result, the Company issued an aggregate of 249,990 shares of common stock. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was accredited, had the opportunity to meet with and ask questions of management, and there was no solicitation in connection with the offering. | ||
On June 11, 2012, the Company sold a total of 160,004 shares of its common stock and an equal number of warrants exercisable at $0.50 per share over a one year term pursuant to a unit offering in exchange for total proceeds of $56,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||
On June 8, 2012, the Company sold 6,000 shares of its common stock and an equal number of warrants exercisable at $0.50 per share over a one year term pursuant to a unit offering in exchange for proceeds of $2,100 to one of the Company’s directors. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||
Common Stock (2011) | ||
On various dates from April 1, 2011 through June 3, 2011, the Company sold a total of 228,000 shares of the Company’s common stock at $0.25 per share, in exchange for total proceeds of $57,000 to a total of eighteen independent investors. The Company was able to increase its offering price from its February 28, 2011 offerings due to developments with regard to an anticipated Cooperative Research and Development Agreement, or CRADA, involving clinical tests on patients which it anticipates will be conducted in conjunction with the Department of Defense, along with the increased enterprise value generated from the capital previously received. | ||
On February 28, 2011, the Company sold a total of 723,200 shares of the Company’s common stock at $0.10 per share, along with warrants to purchase a total of 723,200 shares of common stock at $0.10 per share over a one year period beginning from the date the Company began trading on a public stock exchange, which was August 1, 2012, in exchange for total proceeds of $72,320 to a total of eighty five independent investors. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The total fair value of the 723,200 common stock warrants using the Black-Scholes option-pricing model is $1,121, or $0.00155 per share, based on a 105% volatility, risk-free interest rate of 3.27% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $506. The Company was able to increase its offering price as it advanced in the development of its business, along with the progression of events that will enable it to bring the Company to a public trading platform and increase the implied value attributed to the potential liquidity to third party investors. | ||
On January 20, 2011, the Company sold 500,000 founder’s shares at the par value of $0.00001 per share in exchange for proceeds of $5 to a newly appointed director. The sale of these units was simply to establish the internal ownership, which occurred prior to the commencement of any operational activities, or offerings to the public or friends and family members. The Company was essentially dormant from the date of formation, May 10, 2010 through the date when the unit sales occurred as part of the Company’s formation. As a result, the difference between the fair value of the shares and the cash received was not recorded as compensation expense. The shares issued carried a total fair value of $160, or $0.00032 per share using the Option-pricing Method to Allocation – Option Value by Capital Structure method is as follows: | ||
- | 500,000 shares of common stock valued at a total of $160, or $0.00032 per share, based on a 115% expected price volatility, estimated term of 12 months, risk-free interest rate of 0.29% and a dividends rate of 0%. | |
Common Stock (2010) | ||
On June 21, 2010, the Company sold 3,000,000 founder’s shares at the par value of $0.00001 per share, at a fair value of $960, or $0.00032 per share, along with warrants to purchase 1,000,000 shares of series A convertible preferred stock at $0.001 per share over a ten year period from the date of issuance and warrants to purchase 17,000,000 shares of common stock at $0.00001 per share over a ten year period from the date of issuance, in exchange for proceeds of $30 to the Company’s CEO. The sale of these units was simply to establish the internal ownership, which occurred prior to the commencement of any operational activities, or offerings to the public or friends and family members. The Company was essentially dormant from the date of formation, May 10, 2010 through the date when the unit sales occurred as part of the Company’s formation. As a result, the difference between the fair value of the shares and the cash received was not recorded as compensation expense. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The fair value of the common stock issuance to the founder using the Option-pricing Method to Allocation – Option Value by Capital Structure method is as follows: | ||
- | 3,000,000 shares of common stock valued at a total of $960, or $0.00032 per share, based on a 115% expected price volatility, estimated term of 12 months, risk-free interest rate of 0.29% and a dividends rate of 0%. | |
The total fair value of the warrant issuances to the founder using the Black-Scholes option-pricing model is as follows: | ||
- | Warrants to purchase 1,000,000 shares of series A convertible preferred stock valued at a total of $890, or $0.00089 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $390. | |
- | Warrants to purchase 17,000,000 shares of common stock valued at a total of $3,910, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $1,530. | |
On June 21, 2010, the Company sold 3,000,000 founder’s shares at the par value of $0.00001 per share, and an intrinsic value of $960, or $0.00032 per share, along with warrants to purchase 1,000,000 shares of series A convertible preferred stock at $0.001 per share over a ten year period from the date of issuance and warrants to purchase 17,000,000 shares of common stock at $0.00001 per share over a ten year period from the date of issuance, in exchange for proceeds of $30 to the Company’s Chairman of the Board. The sale of these units was simply to establish the internal ownership, which occurred prior to the commencement of any operational activities, or offerings to the public or friends and family members. The Company was essentially dormant from the date of formation, May 10, 2010, through the date when the unit sales occurred as part of the Company’s formation. As a result, the difference between the fair value of the shares and the cash received was not recorded as compensation expense. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The fair value of the common stock issuance to the founder using the Option-pricing Method to Allocation – Option Value by Capital Structure method is as follows: | ||
- | 3,000,000 shares of common stock valued at a total of $960, or $0.00032 per share, based on a 115% expected price volatility, estimated term of 12 months, risk-free interest rate of 0.29% and a dividends rate of 0%. | |
The total fair value of the warrant issuances to the founder using the Black-Scholes option-pricing model is as follows: | ||
- | Warrants to purchase 1,000,000 shares of series A convertible preferred stock valued at a total of $890, or $0.00089 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $390. | |
- | Warrants to purchase 17,000,000 shares of common stock valued at a total of $3,910, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $1,530. | |
On June 21, 2010, the Company sold a total of 4,000,000 founder’s shares at the par value of $0.00001 per share in exchange for total proceeds of $40 to four of the Company’s directors. The shares issued carried a total fair value of $1,280, or $0.00032 per share using the Option-pricing Method to Allocation – Option Value by Capital Structure method. The sale of these units was simply to establish the internal ownership, which occurred prior to the commencement of any operational activities, or offerings to the public or friends and family members. The Company was essentially dormant from the date of formation, May 10, 2010 through the date when the unit sales occurred as part of the Company’s formation. As a result, the difference between the fair value of the shares and the cash received was not recorded as compensation expense. The fair value of the common stock issuances to the founders using the Option-pricing Method to Allocation – Option Value by Capital Structure method is as follows: | ||
- | 1,000,000 shares of common stock issued to each of four directors valued at $320 each, or $0.00032 per share, based on a 115% expected price volatility, estimated term of 12 months, risk-free interest rate of 0.29% and a dividends rate of 0%. | |
Beneficial Conversion Feature | ||
On August 13, 2013, the Company entered into a convertible promissory note with LG Capital Funding, LLC. The beneficial conversion feature discount resulting from the conversion price that was $0.3737 below the market price of $0.80 on the August 13, 2013 origination date resulted in a debt discount value of $23,236 that was recognized as additional paid in capital and was amortized on a straight line basis over the life of the loan, which was accelerated upon the repayment prior to maturity on November 6, 2013. |
Series_A_Convertible_Preferred
Series A Convertible Preferred Stock Warrants | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Series Convertible Preferred Stock Warrants | ' | |||||||||||||||||||
Note 10 - Series A Convertible Preferred Stock Warrants | ' | |||||||||||||||||||
Series A Convertible Preferred Stock Warrants Granted | ||||||||||||||||||||
On June 21, 2010 the Company issued warrants to purchase 1,000,000 shares of series A convertible preferred stock at $0.001 per share over a ten year period from the date of issuance, in exchange for proceeds of $30 in conjunction with the sale of 3,000,000 shares of founder’s shares of common stock to the Company’s CEO. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The total fair value of the warrants using the Black-Scholes option-pricing model is $890, or $0.00089 per share, using the stated term, or ten years, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $390. | ||||||||||||||||||||
On June 21, 2010 the Company issued warrants to purchase 1,000,000 shares of series A convertible preferred stock at $0.001 per share over a ten year period from the date of issuance, in exchange for proceeds of $30 in conjunction with the sale of 3,000,000 shares of founder’s shares of common stock to the Company’s Chairman of the Board. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The total fair value of the warrants using the Black-Scholes option-pricing model is $890, or $0.00089 per share, using the stated term, or ten years, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $390. | ||||||||||||||||||||
Series A Preferred Stock Warrants Cancelled | ||||||||||||||||||||
No series A preferred stock warrants were cancelled during the years ended December 31, 2013 and 2012. | ||||||||||||||||||||
Series A Preferred Stock Warrants Expired | ||||||||||||||||||||
No series A preferred stock warrants were expired during the years ended December 31, 2013 and 2012. | ||||||||||||||||||||
Series A Preferred Stock Warrants Exercised | ||||||||||||||||||||
No series A preferred stock warrants were exercised during the years ended December 31, 2013 and 2012. | ||||||||||||||||||||
The following is a summary of information about the Series A Preferred Stock Warrants outstanding at December 31, 2013. | ||||||||||||||||||||
Shares Underlying Warrants Outstanding | Shares Underlying Warrants Exercisable | |||||||||||||||||||
Range of | Shares | Weighted | Weighted | Shares | Weighted | |||||||||||||||
Exercise | Underlying | Average | Average | Underlying | Average | |||||||||||||||
Prices | Warrants | Remaining | Exercise | Warrants | Exercise | |||||||||||||||
Outstanding | Contractual | Price | Exercisable | Price | ||||||||||||||||
Life | ||||||||||||||||||||
$ | 0.001 | 2,000,000 | 6.5 years | $ | 0.001 | 2,000,000 | $ | 0.001 | ||||||||||||
The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: | ||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Average risk-free interest rates | 3.27 | % | 3.27 | % | ||||||||||||||||
Average expected life (in years) | 5 | 5 | ||||||||||||||||||
The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s series A preferred stock warrants have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its series A preferred stock warrants. During the years ended December 31, 2013 and 2012 there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date. | ||||||||||||||||||||
There were no series A preferred stock warrants granted during the years ended December 31, 2013 and 2012. | ||||||||||||||||||||
The following is a summary of activity of outstanding series A preferred stock warrants: | ||||||||||||||||||||
Weighted | ||||||||||||||||||||
Average | ||||||||||||||||||||
Number of | Exercise | |||||||||||||||||||
Shares | Price | |||||||||||||||||||
Balance, December 31, 2011 | 2,000,000 | $ | 0.001 | |||||||||||||||||
Warrants cancelled | - | - | ||||||||||||||||||
Warrants granted | - | - | ||||||||||||||||||
Warrants exercised | - | - | ||||||||||||||||||
Balance, December 31, 2012 | 2,000,000 | $ | 0.001 | |||||||||||||||||
Warrants cancelled | - | - | ||||||||||||||||||
Warrants granted | - | - | ||||||||||||||||||
Warrants exercised | - | - | ||||||||||||||||||
Balance, December 31, 2013 | 2,000,000 | $ | 0.001 | |||||||||||||||||
Exercisable, December 31, 2013 | 2,000,000 | $ | 0.001 |
Common_Stock_Warrants
Common Stock Warrants | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Common Stock Warrants | ' | |||||||||||||||||||
Note 11 - Common Stock Warrants | ' | |||||||||||||||||||
Amendment of Common Stock Warrants (2013) | ||||||||||||||||||||
On June 28, 2013, the Company extended a total of 190,289 previously granted common stock warrants issued amongst a total of ten former investors, with an exercise price of $0.50 for approximately an additional 25 days from their expiration. All other terms remained the same as originally issued. These modified warrants are fully vested and expired on July 23, 2013. The total estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 32% and a call option value of $0.4200, was $79,923. The value immediately preceding the modification was $-0- due to their expiration. As a result, the entire $79,923 was recognized as a deemed dividend on June 28, 2013. | ||||||||||||||||||||
Common Stock Warrants Granted (2013) | ||||||||||||||||||||
On December 12, 2013, the Company granted common stock warrants to an independent contractor to purchase a total of 50,000 shares of common stock at $0.25 per share for consulting services. The warrants are exercisable over two (2) years from December 12, 2013. In accordance with Accounting Standards Codification (“ASC”) 505-50, non-employee stock based compensation awards are re-measured at each period. The fair value of the 50,000 common stock warrants using the Black-Scholes option-pricing model is $21,736, or $0.4347 per share as of December 31, 2013, based on a volatility rate of 104%, a risk-free interest rate of 0.34% and an expected term of 2 years, and was expensed as professional fee expense during the year ended December 31, 2013. | ||||||||||||||||||||
On September 25, 2013, the Company granted common stock warrants to an independent contractor to purchase a total of 300,000 shares of common stock at $0.96 per share for consulting services. The warrants vest monthly in 50,000 increments over six months commencing on October 1, 2013. The warrants are exercisable over three (3) years from October 1, 2013. In accordance with Accounting Standards Codification (“ASC”) 505-50, non-employee stock based compensation awards are re-measured at each period. The fair value of the 300,000 common stock warrants using the Black-Scholes option-pricing model is $134,709, or $0.4490 per share as of December 31, 2013, based on a volatility rate of 105%, a risk-free interest rate of 1.75% and an expected term of 3 years. A total of $74,314 was expensed as professional fee expense during the year ended December 31, 2013. | ||||||||||||||||||||
On March 11, 2013, the Company sold warrants to purchase 10,000 shares of common stock at $0.75 per share over a one year period from the date of sale, in exchange for total proceeds of $5,000 in conjunction with the sale of 10,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||||||||||||||||||||
On February 20, 2013, the Company sold warrants to purchase 5,000 shares of common stock at $0.75 per share over a one year period from the date of sale, in exchange for total proceeds of $2,500 in conjunction with the sale of 5,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||||||||||||||||||||
On February 20, 2013, the Company sold warrants to purchase 20,000 shares of common stock at $0.75 per share over a one year period from the date of sale, in exchange for total proceeds of $10,000 in conjunction with the sale of 20,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||||||||||||||||||||
On February 14, 2013, the Company sold warrants to purchase 60,000 shares of common stock at $0.75 per share over a one year period from the date of sale, in exchange for total proceeds of $30,000 in conjunction with the sale of 60,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||||||||||||||||||||
On January 30, 2013, the Company sold warrants to purchase 15,000 shares of common stock at $0.75 per share over a one year period from the date of sale, in exchange for total proceeds of $7,500 in conjunction with the sale of 15,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||||||||||||||||||||
Common Stock Warrants Granted (2012) | ||||||||||||||||||||
On December 31, 2012, the Company sold warrants to purchase 40,000 shares of common stock at $0.75 per share over a one year period from the date of sale, in exchange for total proceeds of $20,000 in conjunction with the sale of 40,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||||||||||||||||||||
On October 1, 2012, the Company granted 1,000,000 common stock warrants to each of two Directors to purchase a total of 2,000,000 shares of common stock at $1.45 per share for services provided above and beyond their services as Directors. The warrants are fully vested, and are exercisable over seven (7) years from the date of grant. The total fair value of the 2,000,000 common stock warrants using the Black-Scholes option-pricing model is $1,321,496, or $0.6608 per share based on a volatility rate of 100%, a risk-free interest rate of 0.39% and an expected term of 3.50 years, and was expensed as professional fee expense during the year ended December 31, 2012. | ||||||||||||||||||||
On September 28, 2012, the Company granted common stock warrants to the Company’s CEO pursuant to the commencement of an employment agreement to purchase a total of 105,000 shares of common stock at $1.45 per share for his services as an Officer. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vest on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. The fair value of the 105,000 common stock warrants using the Black-Scholes option-pricing model is $74,798, or $0.7315 per share, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized $11,644 and $6,773 of amortization recorded to professional fee expense during the years ended December 31, 2013 and 2012, respectively. | ||||||||||||||||||||
On September 28, 2012, the Company granted common stock warrants to the Company’s Chairman of the Board of Directors pursuant to the commencement of an employment agreement to purchase a total of 105,000 shares of common stock at $1.45 per share for his services as the Chairman of the Board. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vest on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. The fair value of the 105,000 common stock warrants using the Black-Scholes option-pricing model is $74,798, or $0.7315 per share, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized $11,644 and $6,773 of amortization recorded to professional fee expense during the years ended December 31, 2013 and 2012, respectively. | ||||||||||||||||||||
On September 28, 2012, the Company granted 50,000 common stock warrants to each of nine Directors to purchase a total of 450,000 shares of common stock at $1.45 per share over a seven year period from the grant date for their services as Directors. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vest on June 15, 2013. The total fair value of the 450,000 common stock warrants using the Black-Scholes option-pricing model is $320,564, or $0.7315 per share, based on a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized a total of $202,675 and $117,889 of amortization recorded to professional fee expense during the years ended December 31, 2013 and 2012, respectively. | ||||||||||||||||||||
On September 28, 2012, the Company granted 70,000 common stock warrants to each of three Directors to purchase a total of 210,000 shares of common stock at $1.45 per share for services provided above and beyond their services as Directors. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vest on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. In accordance with Accounting Standards Codification (“ASC”) 505-50, non-employee stock based compensation awards are re-measured at each period. The total fair value of the 210,000 common stock warrants using the Black-Scholes option-pricing model is $133,788, or $0.6371 per share as of December 31, 2012, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 88%, a risk-free interest rate of 1.18% and an expected term of 7 years. The Company recognized a total of $25,317 and $11,811 of professional fee expense during the years ended December 31, 2013 and 2012, respectively. | ||||||||||||||||||||
On September 28, 2012, the Company granted common stock warrants to one of the Directors to purchase 70,000 shares of common stock at $1.45 per share for services provided above and beyond their services as Directors. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vest on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. The total fair value of the 70,000 common stock warrants using the Black-Scholes option-pricing model is $49,865, or $0.7315 per share, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized $7,764 and $4,515 of professional fee expense during the years ended December 31, 2013 and 2012, respectively. | ||||||||||||||||||||
On August 15, 2012, the Company sold warrants to purchase 3,000 shares of common stock at $0.50 per share over a one year period from the date of sale, in exchange for total proceeds of $1,050 in conjunction with the sale of 3,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||||||||||||||||||||
On August 9, 2012, the Company sold warrants to purchase 10,000 shares of common stock at $0.50 per share over a one year period from the date of sale, in exchange for total proceeds of $3,500 in conjunction with the sale of 10,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||||||||||||||||||||
On August 9, 2012, the Company sold warrants to purchase another 10,000 shares of common stock at $0.50 per share over a one year period from the date of sale, in exchange for total proceeds of $3,500 in conjunction with the sale of 10,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||||||||||||||||||||
On July 16, 2012, the Company sold warrants to purchase 14,285 shares of common stock at $0.50 per share over a one year period from the date of sale, in exchange for total proceeds of $5,000 in conjunction with the sale of 14,285 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||||||||||||||||||||
On June 11, 2012 the Company sold warrants to purchase a total of 160,004 shares of common stock at $0.50 per share over a one year period from the date of sale, in exchange for total proceeds of $56,000 in conjunction with the sale of 160,004 shares of common stock to a total of seven independent investors. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||||||||||||||||||||
On June 8, 2012 the Company sold warrants to purchase 6,000 shares of common stock at $0.50 per share over a one year period from the date of sale, in exchange for proceeds of $2,100 in conjunction with the sale of 6,000 shares of common stock to an independent investor. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. | ||||||||||||||||||||
Common Stock Warrants Granted (2011) | ||||||||||||||||||||
On February 28, 2011 the Company granted warrants to purchase a total of 723,200 shares of common stock at $0.10 per share over a two year period beginning one year from the date the Company begins trading on a public stock exchange, in exchange for total proceeds of $72,320 in conjunction with the sale of 723,200 shares of common stock to a total of eighty five independent investors. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The total fair value of the 723,200 common stock warrants using the Black-Scholes option-pricing model is $1,121, or $0.00155 per share, based on a 105% volatility, risk-free interest rate of 3.27% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $506. | ||||||||||||||||||||
Common Stock Warrants Granted (2010) | ||||||||||||||||||||
On June 21, 2010 the Company issued warrants to purchase 17,000,000 shares of common stock at $0.00001 per share over a ten year period from the date of issuance, in exchange for proceeds of $30 in conjunction with the sale of 3,000,000 founder’s shares of common stock to the Company’s CEO. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The total fair value of the warrants using the Black-Scholes option-pricing model is $3,910, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $1,530. | ||||||||||||||||||||
On June 21, 2010 the Company issued warrants to purchase 17,000,000 shares of common stock at $0.00001 per share over a ten year period from the date of issuance, in exchange for proceeds of $30 in conjunction with the sale of 3,000,000 founder’s shares of common stock to the Company’s Chairman of the Board. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The total fair value of the warrants using the Black-Scholes option-pricing model is $3,910, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $1,530. | ||||||||||||||||||||
On June 21, 2010 the Company issued warrants to purchase 2,500,000 shares of common stock at $0.00001 per share over a ten year period from the date of issuance to the Company’s securities attorney, as an offering cost for the sale of a total of 10,000,000 founder’s shares of common stock to the Company’s Officers and Directors. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The total fair value of the warrants using the Black-Scholes option-pricing model is $575, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $225. | ||||||||||||||||||||
Common Stock Warrants Cancelled | ||||||||||||||||||||
No warrants were cancelled during the years ended December 31, 2013 and 2012. | ||||||||||||||||||||
Common Stock Warrants Expired | ||||||||||||||||||||
A total of 209,289 and -0- warrants expired during years ended December 31, 2013 and 2012, respectively. | ||||||||||||||||||||
Common Stock Warrants Exercised | ||||||||||||||||||||
On various dates between July 2, 2013 and July 25, 2013, the Company issued a total of 61,000 shares of its common stock pursuant to warrant exercises at $0.50 per share amongst eight investors in exchange for total proceeds of $30,500. | ||||||||||||||||||||
On various dates between July 6, 2013 and July 25, 2013, the Company issued a total of 161,200 shares of its common stock pursuant to warrant exercises at $0.10 per share amongst twenty one investors in exchange for total proceeds of $16,120. | ||||||||||||||||||||
On June 27, 2013, two warrant holders elected to exercise warrants consisting of a total of 20,000 shares of its common stock pursuant to unit offerings previously sold on February 28, 2011 in exchange for total proceeds of $2,000. The shares were subsequently issued on July 19, 2013, as such, the proceeds were presented as a subscriptions payable at June 30, 2013. | ||||||||||||||||||||
On June 21, 2013, a total of seven warrant holders elected to exercise warrants consisting of a total of 35,000 shares of its common stock pursuant to unit offerings previously sold on February 28, 2011 in exchange for total proceeds of $3,500. The shares were subsequently issued on July 3, 2013, as such, the proceeds were presented as a subscriptions payable at June 30, 2013. | ||||||||||||||||||||
On March 11, 2013, there were 10,000 common stock warrants exercised in exchange for proceeds of $1,000. | ||||||||||||||||||||
A total of 710,000 common stock warrants were exercised during the year ended December 31, 2012. The exercises resulted in the issuance of a total of 709,990 shares of common stock, including 40,000 shares that were subsequently issued on October 16, 2012 and total proceeds of $46,000 during the year ended December 31, 2012. | ||||||||||||||||||||
The following is a summary of information about the Common Stock Warrants outstanding at December 31, 2013. | ||||||||||||||||||||
Shares Underlying Warrants Outstanding | Shares Underlying Warrants Exercisable | |||||||||||||||||||
Range of | Shares | Weighted | Weighted | Shares | Weighted | |||||||||||||||
Exercise | Underlying | Average | Average | Underlying | Average | |||||||||||||||
Prices | Warrants | Remaining | Exercise | Warrants | Exercise | |||||||||||||||
Outstanding | Contractual | Price | Exercisable | Price | ||||||||||||||||
Life | ||||||||||||||||||||
$ | 0.00001 – $1.45 | 39,650,000 | 6.4 years | $ | 0.1172 | 39,500,000 | $ | 0.114 | ||||||||||||
The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: | ||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Average risk-free interest rates | 2.8 | % | 0.63 | % | ||||||||||||||||
Average expected life (in years) | 1.4 | 2.9 | ||||||||||||||||||
The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s common stock warrants have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its common stock warrants. During the years ended December 31, 2013 and 2012 there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date. | ||||||||||||||||||||
The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock was approximately $0.4084 and $0.42409 per warrant granted during the years ended December 31, 2013 and 2012, respectively. | ||||||||||||||||||||
The following is a summary of activity of outstanding common stock warrants: | ||||||||||||||||||||
Weighted | ||||||||||||||||||||
Average | ||||||||||||||||||||
Number of | Exercise | |||||||||||||||||||
Shares | Price | |||||||||||||||||||
Balance, December 31, 2011 | 37,223,200 | $ | 0.002 | |||||||||||||||||
Warrants cancelled | - | - | ||||||||||||||||||
Warrants granted | 3,183,289 | 1.3805 | ||||||||||||||||||
Warrants exercised | (720,000 | ) | (0.0653 | ) | ||||||||||||||||
Balance, December 31, 2012 | 39,686,489 | $ | 0.1114 | |||||||||||||||||
Warrants cancelled | (209,289 | ) | (0.4962 | ) | ||||||||||||||||
Warrants granted | 460,000 | 0.8326 | ||||||||||||||||||
Warrants exercised | (287,200 | ) | (0.1850 | ) | ||||||||||||||||
Balance, December 31, 2013 | 39,650,000 | $ | 0.1172 | |||||||||||||||||
Exercisable, December 31, 2013 | 39,650,000 | $ | 0.1172 |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes | ' | ||||||||
Note 12 - Income Taxes | ' | ||||||||
The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. | |||||||||
For the years ended December 31, 2013 and 2012, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2013 and December 31, 2012, the Company had approximately $1,306,637 and $382,142 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2031. | |||||||||
The components of the Company’s deferred tax asset are as follows: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forwards | $ | 457,320 | $ | 129,370 | |||||
Net deferred tax assets before valuation allowance | $ | 457,320 | $ | 129,370 | |||||
Less: Valuation allowance | (457,320 | ) | (129,370 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2013 and 2012, respectively. | |||||||||
A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Federal and state statutory rate | 35 | % | 35 | % | |||||
Change in valuation allowance on deferred tax assets | (35 | %) | (35 | %) | |||||
In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events | ' |
Note 13 - Subsequent Events | ' |
Common Stock | |
On March 7, 2014, the Company granted 15,000 shares of common stock for services performed. The total fair value of the common stock was $15,000 based on the closing price of the Company’s common stock on the date of grant. | |
On February 20, 2014, a warrant holder elected to exercise warrants consisting of a 10,000 shares of its common stock pursuant to a unit offering previously sold on March 11, 2013 in exchange for proceeds of $7,500. | |
On February 12, 2014, a warrant holder elected to exercise warrants consisting of a 5,000 shares of its common stock pursuant to a unit offering previously sold on February 20, 2013 in exchange for proceeds of $3,750. | |
On February 10, 2014, the Company granted 18,462 shares of common stock for services performed. The total fair value of the common stock was $12,000 based on the closing price of the Company’s common stock on the date of grant. | |
Investment Agreement, Kodiak Capital Group, LLC | |
On January 17, 2014, our registration statement became effective whereby we registered 15 million shares of common stock that we will sell to Kodiak Capital Group, LLC (“Kodiak”) over time pursuant to an Investment Agreement entered into on December 5, 2013 wherein Kodiak agreed to invest up to five million dollars ($5,000,000). The offering will terminate on the earlier of (i) when all 15 million shares are sold, (ii) when the maximum offering amount of $5,000,000 has been achieved, or (iii) on January 17, 2016, unless we terminate it earlier. Under the terms of the agreement, we have the right to sell shares of our common stock to Kodiak (“Put”) for seventy-five percent (75%) of the lowest closing bid price of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak (“Put Notice”) of our election to put shares pursuant to the Investment Agreement, subject to a limitation, whereby Kodiak’s holdings cannot exceed 9.9% of the outstanding shares of common stock. | |
On February 3, 2014, we sold 666,667 shares of our common stock to Kodiak in exchange for proceeds of $150,000 pursuant to our first Put Notice as delivered on January 25, 2014. | |
On February 21, 2014, we sold 374,532 shares of our common stock to Kodiak in exchange for proceeds of $250,000 pursuant to our second Put Notice as delivered on February 12, 2014. | |
On March 14, 2014, we sold 181,819 shares of our common stock to Kodiak in exchange for proceeds of $100,000 pursuant to our second Put Notice as delivered on March 6, 2014. | |
Debt Repayments | |
On March 7, 2014, we repaid a $3,000 non-interest bearing loan to our CEO. | |
On March 12, 2014, we repaid a total of $66,381 on a bridge loan to our CEO, consisting of $50,000 of principal, $1,381 of interest and $15,000 of a prepayment premium. | |
On March 12, 2014, we repaid a total of $66,238 on a bridge loan to one of our Directors, consisting of $50,000 of principal, $1,238 of interest and $15,000 of a prepayment premium. | |
On March 12, 2014, we repaid a $3,000 non-interest bearing loan to our Chairman of the Board of Directors. | |
On March 12, 2014, we repaid a $3,000 non-interest bearing loan to one of our Directors. |
Nature_of_Business_and_Signifi1
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Nature Of Business And Significant Accounting Policies Policies | ' |
Nature of Business | ' |
Premier Biomedical, Inc. (“the Company”) was incorporated in the state of Nevada on May 10, 2010 (“Inception”). The Company was formed to develop and market medications and procedures that address a significant number of the most highly visible health issues currently affecting mankind. The Company will market these medications and procedures to leading worldwide pharmaceutical firms via publication in medical journals and by direct contact. | |
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. | |
Development Stage Company | ' |
The Company is currently considered a development stage company as defined by FASB ASC 915-10-05. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized. To date, the development stage of the Company’s operations consists of developing the business model and marketing concepts. | |
Use of Estimates | ' |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | ' |
We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. | |
Patent rights and applications | ' |
Patent rights and applications costs include the acquisition costs and costs incurred for the filing of patents. Patent rights and applications are amortized on a straight-line basis over the legal life of the patent rights beginning at the time the patents are approved. Patent costs for unsuccessful patent applications are expensed when the application is terminated. | |
Fair Value of Financial Instruments | ' |
Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. | |
Basic and Diluted Loss Per Share | ' |
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. | |
Stock-Based Compensation | ' |
The Company adopted FASB guidance on stock based compensation upon inception at May 10, 2010. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. During the year ended December 31, 2013, the Company recognized $1,051,609 of compensation expense related to common stock issued for services and $435,017 of compensation expense related to common stock warrants issued for services, including $79,923 related to the modification of warrants. During the comparative year ended December 31, 2012, the Company recognized $1,469,257 of compensation expense related to common stock warrants issued for services. | |
Revenue Recognition | ' |
Sales on fixed price contracts are recorded when services are earned, the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue from sales in which payment has been received, but the earnings process has not occurred. No sales have yet commenced. | |
Advertising and Promotion | ' |
All costs associated with advertising and promoting products are expensed as incurred. These expenses were $25,507 and $2,938 for the years ended December 31, 2013 and 2012, respectively. | |
Income Taxes | ' |
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations. | |
Uncertain Tax Positions | ' |
In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. | |
Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. | |
The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. | |
Recent Accounting Pronouncements | ' |
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations. | |
In February 2013, FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This ASU requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component and to present either on the face of the statement where net income is presented, or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. The amendments are effective for annual and interim reporting periods beginning on or after December 15, 2012. The disclosures required from adoption of this ASU have been included in these financial statements. |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Fair Value Of Financial Instruments Tables | ' | ||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||
Fair Value Measurements at December 31, 2013 | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Assets | |||||||||||||
Cash | $ | 15,800 | $ | - | $ | - | |||||||
Total assets | 15,800 | - | - | ||||||||||
Liabilities | |||||||||||||
Notes payable, related parties | - | 109,000 | - | ||||||||||
Total liabilities | - | 109,000 | - | ||||||||||
$ | 15,800 | $ | (109,000 | ) | $ | - | |||||||
Fair Value Measurements at December 31, 2012 | |||||||||||||
Level 1 | Level 2 | Level 3 | |||||||||||
Assets | |||||||||||||
Cash | $ | 40,284 | $ | - | $ | - | |||||||
Total assets | 40,284 | - | - | ||||||||||
Liabilities | |||||||||||||
Notes payable, related parties | - | 12,000 | - | ||||||||||
Total liabilities | - | 12,000 | - | ||||||||||
$ | 40,284 | $ | (12,000 | ) | $ | - | |||||||
Convertible_Note_Payable_Table
Convertible Note Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Convertible Note Payable Tables | ' | ||||||||
Summary of convertible note payable | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
On August 13, 2013, the Company received an unsecured loan in the amount of $26,500, bearing interest at 8%, maturing on May 13, 2014. The principal and interest was convertible into shares of common stock at the discretion of the note holder at a price equal to fifty five percent (55%) of the average of the two (2) lowest closing bid prices of the Common Stock during the ten (10) trading day period ending one trading day prior to the date the Conversion Notice was delivered, or $0.01 per share, whichever was greater. On November 6, 2013, the Company repaid the convertible note in full with a payment of $33,788, consisting of $26,500 of principal, $530 of interest and $6,758 as a prepayment penalty. | $ | - | $ | - | |||||
Total convertible note payable | - | - | |||||||
Less: unamortized discount on beneficial conversion feature | - | - | |||||||
Convertible note payable | - | - | |||||||
Less: current portion | - | - | |||||||
Convertible note payable, less current portion | $ | - | $ | - |
Notes_Payable_Related_Parties_
Notes Payable, Related Parties (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Notes Payable Related Parties Tables | ' | |||||||||||||
Notes payable, related parties | ' | |||||||||||||
December 31, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
On November 18, 2013, the Company received an unsecured, 8% interest bearing loan in the amount of $50,000, due on August 18, 2014, or three business days following the receipt of one million dollars in funding, net of expenses, from the Company’s CEO. The note carries an additional prepayment premium of 35% of the principal if the note is not paid prior to maturity, and whereby the note holder is entitled to additional interest on the principal pursuant to the schedule listed below if the note is paid prior to maturity: | ||||||||||||||
No. of days after issuance date: | Prepayment Premium: | |||||||||||||
0-30 days | 15 | % | ||||||||||||
31-60 days | 20 | % | ||||||||||||
61-90 days | 25 | % | ||||||||||||
91-120 days | 30 | % | ||||||||||||
121 days or more | 35 | % | 50,000 | $ | - | |||||||||
On November 18, 2013, the Company received an unsecured, 8% interest bearing loan in the amount of $50,000, due on August 18, 2014, or three business days following the receipt of one million dollars in funding, net of expenses, from one of the Company’s Directors. The note carries an additional prepayment premium of 35% of the principal if the note is not paid prior to maturity, and whereby the note holder is entitled to additional interest on the principal pursuant to the same schedule listed above in the $50,000 note from the Company’s CEO. | 50,000 | - | ||||||||||||
On May 4, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from the Company’s CEO. | 3,000 | 3,000 | ||||||||||||
On May 4, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand and a from the Company’s Chairman of the Board of Directors. | 3,000 | 3,000 | ||||||||||||
On May 4, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from one of the Company’s directors. The loan was repaid in full on July 2, 2013. | - | 3,000 | ||||||||||||
On May 7, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from one of the Company’s directors. | 3,000 | 3,000 | ||||||||||||
Total notes payable, related parties | 109,000 | 12,000 | ||||||||||||
Less: current portion | 109,000 | 12,000 | ||||||||||||
Notes payable, related parties, less current portion | $ | - | $ | - |
Series_A_Convertible_Preferred1
Series A Convertible Preferred Stock Warrants (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Series Convertible Preferred Stock Warrants Tables | ' | |||||||||||||||||||
Summary of information about the Series A Preferred Stock Warrants outstanding | ' | |||||||||||||||||||
Shares Underlying Warrants Outstanding | Shares Underlying Warrants Exercisable | |||||||||||||||||||
Range of | Shares | Weighted | Weighted | Shares | Weighted | |||||||||||||||
Exercise | Underlying | Average | Average | Underlying | Average | |||||||||||||||
Prices | Warrants | Remaining | Exercise | Warrants | Exercise | |||||||||||||||
Outstanding | Contractual | Price | Exercisable | Price | ||||||||||||||||
Life | ||||||||||||||||||||
$ | 0.001 | 2,000,000 | 6.5 years | $ | 0.001 | 2,000,000 | $ | 0.001 | ||||||||||||
Weighted-average assumptions used for grants | ' | |||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Average risk-free interest rates | 3.27 | % | 3.27 | % | ||||||||||||||||
Average expected life (in years) | 5 | 5 | ||||||||||||||||||
Summary of activity of outstanding series A preferred stock warrants | ' | |||||||||||||||||||
Weighted | ||||||||||||||||||||
Average | ||||||||||||||||||||
Number of | Exercise | |||||||||||||||||||
Shares | Price | |||||||||||||||||||
Balance, December 31, 2011 | 2,000,000 | $ | 0.001 | |||||||||||||||||
Warrants cancelled | - | - | ||||||||||||||||||
Warrants granted | - | - | ||||||||||||||||||
Warrants exercised | - | - | ||||||||||||||||||
Balance, December 31, 2012 | 2,000,000 | $ | 0.001 | |||||||||||||||||
Warrants cancelled | - | - | ||||||||||||||||||
Warrants granted | - | - | ||||||||||||||||||
Warrants exercised | - | - | ||||||||||||||||||
Balance, December 31, 2013 | 2,000,000 | $ | 0.001 | |||||||||||||||||
Exercisable, December 31, 2013 | 2,000,000 | $ | 0.001 |
Common_Stock_Warrants_Tables
Common Stock Warrants (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Common Stock Warrants Tables | ' | |||||||||||||||||||
Summary of information about the Common Stock Warrants outstanding | ' | |||||||||||||||||||
Shares Underlying Warrants Outstanding | Shares Underlying Warrants Exercisable | |||||||||||||||||||
Range of | Shares | Weighted | Weighted | Shares | Weighted | |||||||||||||||
Exercise | Underlying | Average | Average | Underlying | Average | |||||||||||||||
Prices | Warrants | Remaining | Exercise | Warrants | Exercise | |||||||||||||||
Outstanding | Contractual | Price | Exercisable | Price | ||||||||||||||||
Life | ||||||||||||||||||||
$ | 0.00001 – $1.45 | 39,650,000 | 6.4 years | $ | 0.1172 | 39,500,000 | $ | 0.114 | ||||||||||||
Weighted-average assumptions used for grants | ' | |||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Average risk-free interest rates | 2.8 | % | 0.63 | % | ||||||||||||||||
Average expected life (in years) | 1.4 | 2.9 | ||||||||||||||||||
Summary of activity of outstanding common stock warrants | ' | |||||||||||||||||||
Weighted | ||||||||||||||||||||
Average | ||||||||||||||||||||
Number of | Exercise | |||||||||||||||||||
Shares | Price | |||||||||||||||||||
Balance, December 31, 2011 | 37,223,200 | $ | 0.002 | |||||||||||||||||
Warrants cancelled | - | - | ||||||||||||||||||
Warrants granted | 3,183,289 | 1.3805 | ||||||||||||||||||
Warrants exercised | (720,000 | ) | (0.0653 | ) | ||||||||||||||||
Balance, December 31, 2012 | 39,686,489 | $ | 0.1114 | |||||||||||||||||
Warrants cancelled | (209,289 | ) | (0.4962 | ) | ||||||||||||||||
Warrants granted | 460,000 | 0.8326 | ||||||||||||||||||
Warrants exercised | (287,200 | ) | (0.1850 | ) | ||||||||||||||||
Balance, December 31, 2013 | 39,650,000 | $ | 0.1172 | |||||||||||||||||
Exercisable, December 31, 2013 | 39,650,000 | $ | 0.1172 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes Tables | ' | ||||||||
Deferred tax asset | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forwards | $ | 457,320 | $ | 129,370 | |||||
Net deferred tax assets before valuation allowance | $ | 457,320 | $ | 129,370 | |||||
Less: Valuation allowance | (457,320 | ) | (129,370 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
Reconciliation between the amounts of income tax | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Federal and state statutory rate | 35 | % | 35 | % | |||||
Change in valuation allowance on deferred tax assets | (35 | %) | (35 | %) |
Nature_of_Business_and_Signifi2
Nature of Business and Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Nature Of Business And Significant Accounting Policies Details Narrative | ' | ' |
Recognised compensation expense related to common stock issued for services | $1,515,740 | ' |
Compensation expense related to common stock warrants issued for services | 435,017 | 1,469,257 |
Modification of warrants | 79,923 | ' |
Advertising and promotion expenses | $25,507 | $2,938 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 12 Months Ended | 44 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Going Concern Details Narrative | ' | ' | ' |
Accumulated deficit | $6,785,112 | $1,828,041 | $6,785,112 |
Working capital deficit | -252,704 | ' | -252,704 |
Net cash used in operating activities | $428,190 | $126,594 | $650,887 |
Related_Parties_Details_Narrat
Related Parties (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Amount owed to Chairman of the Board of Directors | $37,690 | $18,423 |
Amount owed to CEO | 2,182 | 140 |
Chief Executive Officer [Member] | ' | ' |
Amortization recorded as professonal fee | 11,644 | 6,773 |
Unamortized balance | 0 | ' |
Chairman, Board of Directors [Member] | ' | ' |
Amortization recorded as professonal fee | 11,644 | 6,773 |
Unamortized balance | 0 | ' |
Nine Directors [Member] | ' | ' |
Amortization recorded as professonal fee | 202,675 | 117,889 |
Unamortized balance | 0 | ' |
Three Directors [Member] | ' | ' |
Common stock warrants | ' | 210,000 |
Fair valur of common stock warrants | ' | 133,788 |
Exercise price Common stock warrants | ' | $0.64 |
Volatility rate | ' | 88.00% |
Risk-free interest rate | ' | 1.18% |
Expected term | ' | '7 years |
Amortization recorded as professonal fee | 25,317 | 11,811 |
Discount rate | ' | 76.00% |
Probability rate | ' | 24.00% |
One Director [Member] | ' | ' |
Amortization recorded as professonal fee | 7,764 | 4,515 |
Unamortized balance | 0 | ' |
Two Director [Member] | ' | ' |
Common stock warrants | ' | 2,000,000 |
Fair valur of common stock warrants | ' | $1,321,496 |
Exercise price Common stock warrants | ' | $0.66 |
Volatility rate | ' | 100.00% |
Risk-free interest rate | ' | 0.39% |
Expected term | ' | '3 years 6 months |
Patent_Rights_and_Applications1
Patent Rights and Applications (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Patent Rights And Applications Details Narrative | ' | ' |
Expected useful life of the patents | '17 years | ' |
Wrote off carrying value of its patent rights and applications | $0 | $31,774 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Cash | $15,800 | $40,284 |
Notes payable, related parties | 109,000 | 12,000 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ' | ' |
Cash | 15,800 | 40,284 |
Total assets | 15,800 | 40,284 |
Notes payable, related parties | ' | ' |
Total liabilities | ' | ' |
Net assets and liabilities | 15,800 | 40,284 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ' | ' |
Cash | ' | ' |
Total assets | ' | ' |
Notes payable, related parties | 109,000 | 12,000 |
Total liabilities | 109,000 | 12,000 |
Net assets and liabilities | -109,000 | -12,000 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ' | ' |
Cash | ' | ' |
Total assets | ' | ' |
Notes payable, related parties | ' | ' |
Total liabilities | ' | ' |
Net assets and liabilities | ' | ' |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments (Details Narrative) (USD $) | 12 Months Ended | 44 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Fair Value Of Financial Instruments Details Narrative | ' | ' | ' |
Impairment expense | ' | $31,774 | $46,591 |
Convertible_Note_Payable_Detai
Convertible Note Payable (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Total convertible note payable | ' | ' |
Less: unamortized discount on beneficial conversion feature | ' | ' |
Convertible note payable | ' | ' |
Less: current portion | ' | ' |
Convertible note payable, less current portion | ' | ' |
Unsecured loan [Member] | ' | ' |
Total convertible note payable | ' | ' |
Convertible_Note_Payable_Detai1
Convertible Note Payable (Details Narrative) (USD $) | 12 Months Ended | 44 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Convertible Note Payable Details Narrative | ' | ' | ' |
Interest expense and penalties related to the convertible debt | $7,288 | $0 | ' |
Amortization of debt discount | $23,236 | ' | $23,236 |
Notes_Payable_Related_Parties_1
Notes Payable, Related Parties (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Total notes payable, related parties | $109,000 | $12,000 |
Less: current portion | 109,000 | 12,000 |
Notes payable, related parties, less current portion | ' | ' |
Chief Executive Officer [Member] | ' | ' |
Total notes payable, related parties | 50,000 | ' |
Director [Member] | ' | ' |
Total notes payable, related parties | 50,000 | ' |
Chief Executive Officer [Member] | ' | ' |
Total notes payable, related parties | 3,000 | 3,000 |
Chairman, Board of Directors [Member] | ' | ' |
Total notes payable, related parties | 3,000 | 3,000 |
Directors [Member] | ' | ' |
Total notes payable, related parties | ' | 3,000 |
Director One [Member] | ' | ' |
Total notes payable, related parties | $3,000 | $3,000 |
Notes_Payable_Related_Parties_2
Notes Payable, Related Parties (Details Narrative) (USD $) | 12 Months Ended | 44 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Notes Payable Related Parties | ' | ' | ' |
Interest expense | $840 | $626 | $1,466 |
Accrued interest | $3,298 | ' | $3,298 |
Stockholders_Equity_Details_Na
Stockholders' Equity (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Stockholders Equity Details Narrative | ' |
Sale of common stock | 40,000 |
Proceeds from sale of common stock | $20,000 |
Exercise price | $0.75 |
Subscriptions payable | $20,000 |
Series_A_Convertible_Preferred2
Series A Convertible Preferred Stock Warrants (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Series Convertible Preferred Stock Warrants Details | ' |
Range of Exercise Prices | $0.00 |
Shares Underlying Warrants Outstanding | 2,000,000 |
Weighted Average Remaining Contractual Life | '6 years 6 months |
Weighted Average Excercise Price | $0.00 |
Shares Underlying Warrants Exercisable | 2,000,000 |
Weighted Average Exercise Price | $0.00 |
Series_A_Convertible_Preferred3
Series A Convertible Preferred Stock Warrants (Details 1) (Series A Convertible Preferred Stock Warrants [Member]) | Dec. 31, 2013 | Dec. 31, 2012 |
Series A Convertible Preferred Stock Warrants [Member] | ' | ' |
Average risk-free interest rates | 3.27% | 3.27% |
Average expected life (in years) | '5 years | '5 years |
Series_A_Convertible_Preferred4
Series A Convertible Preferred Stock Warrants (Details 2) (Series A Convertible Preferred Stock Warrants [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Series A Convertible Preferred Stock Warrants [Member] | ' | ' |
Warrants outstanding, Beginning balance | 2,000,000 | 2,000,000 |
Warrants cancelled | ' | ' |
Warrants granted | ' | ' |
Warrants exercised | ' | ' |
Warrant outstanding, Ending balancre | 2,000,000 | 2,000,000 |
Exercisable, December 31, 2013 | 2,000,000 | ' |
Warrants outstanding weighted average exercise price, Beginning balance | $0.00 | $0.01 |
Warrants cancelled weighted average exercise price | ' | ' |
Warrants granted weighted average exercise price | ' | ' |
Warrants exercised weighted average exercise price | ' | ' |
Warrants outstanding weighted average exercise price, Ending balance | $0.00 | $0.00 |
Warrants exercisable weighted average exercise price, Ending balance | $0.00 | ' |
Common_Stock_Warrants_Details
Common Stock Warrants (Details) (USD $) | Dec. 31, 2013 |
Shares Underlying Warrants Outstanding | 39,650,000 |
Weighted Average Remaining Contractual Life | '6 years 4 months 24 days |
Weighted Average Exercise Price | $0.12 |
Shares Underlying Warrants Exercisable | 39,500,000 |
Weighted Average Exercise Price | $0.11 |
Minimum [Member] | ' |
Range of Exercise Prices | $0.00 |
Maximum [Member] | ' |
Range of Exercise Prices | $1.45 |
Common_Stock_Warrants_Details_
Common Stock Warrants (Details 1) (Common Stock Warrants [Member]) | Dec. 31, 2013 | Dec. 31, 2012 |
Common Stock Warrants [Member] | ' | ' |
Average risk-free interest rates | 2.80% | 0.63% |
Average expected life (in years) | '1 year 4 months 24 days | '2 years 10 months 24 days |
Common_Stock_Warrants_Details_1
Common Stock Warrants (Details 2) (Common Stock Warrants [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Common Stock Warrants [Member] | ' | ' |
Warrants outstanding, Beginning balance | 39,686,489 | 37,223,200 |
Warrants cancelled | -209,289 | ' |
Warrants granted | 460,000 | 3,183,289 |
Warrants exercised | -287,200 | -720,000 |
Warrant outstanding, Ending balancre | 39,650,000 | 39,686,489 |
Exercisable, December 31, 2013 | 39,650,000 | ' |
Warrants outstanding weighted average exercise price, Beginning balance | $0.11 | $0.00 |
Warrants cancelled weighted average exercise price | ($0.50) | ' |
Warrants granted weighted average exercise price | $0.83 | $1.38 |
Warrants exercised weighted average exercise price | ($0.19) | ($0.07) |
Warrants outstanding weighted average exercise price, Ending balance | $0.12 | $0.11 |
Warrants exercisable weighted average exercise price, Ending balance | $0.12 | ' |
Common_Stock_Warrants_Details_2
Common Stock Warrants (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Common Stock Warrants [Member] | ' | ' |
Common stock warrants issued | ' | 40,000 |
Common Stock warrants issued | ' | $20,000 |
Exercise price Common stock warrants | ' | $0.75 |
Warrants exercised | -287,200 | -720,000 |
Weighted average fair value of warrants granted | $0.41 | $0.42 |
Warrants cancelled | -209,289 | ' |
Common Stock Warrants One [Member] | ' | ' |
Common stock warrants issued | ' | 709,990 |
Common Stock warrants issued | ' | 46,000 |
Chief Executive Officer [Member] | ' | ' |
Professional fee expense | 11,644 | 6,773 |
Chairman, Board of Directors [Member] | ' | ' |
Professional fee expense | 11,644 | 6,773 |
Two Director [Member] | ' | ' |
Common stock warrants issued | ' | 2,000,000 |
Common Stock warrants issued | ' | 1,321,496 |
Exercise price Common stock warrants | ' | $0.66 |
Volatility rate | ' | 100.00% |
Risk-free interest rate | ' | 0.39% |
Expected term | ' | '3 years 6 months |
Nine Directors [Member] | ' | ' |
Professional fee expense | 202,675 | 117,889 |
Three Directors [Member] | ' | ' |
Common stock warrants issued | ' | 210,000 |
Common Stock warrants issued | ' | 133,788 |
Exercise price Common stock warrants | ' | $0.64 |
Volatility rate | ' | 88.00% |
Risk-free interest rate | ' | 1.18% |
Expected term | ' | '7 years |
Professional fee expense | 25,317 | 11,811 |
Discount rate | ' | 76.00% |
Probability rate | ' | 24.00% |
One Director [Member] | ' | ' |
Professional fee expense | 7,764 | 4,515 |
December 12, 2013 [Member] | ' | ' |
Common stock warrants issued | 50,000 | ' |
Common Stock warrants issued | 21,736 | ' |
Exercise price Common stock warrants | $0.43 | ' |
Volatility rate | 104.00% | ' |
Risk-free interest rate | 0.34% | ' |
Expected term | '2 years | ' |
September 25, 2013 [Member] | ' | ' |
Common stock warrants issued | 300,000 | ' |
Common Stock warrants issued | 134,709 | ' |
Exercise price Common stock warrants | $0.45 | ' |
Volatility rate | 105.00% | ' |
Risk-free interest rate | 1.75% | ' |
Expected term | '3 years | ' |
Professional fee expense | $74,314 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes Details | ' | ' |
Net operating loss carry forwards | $457,320 | $129,370 |
Net deferred tax assets before valuation allowance | 457,320 | 129,370 |
Less: Valuation allowance | -457,320 | -129,370 |
Net deferred tax assets | ' | ' |
Income_Taxes_Details_1
Income Taxes (Details 1) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2012 | Dec. 31, 2013 | |
Income Taxes Details 1 | ' | ' |
Federal and state statutory rate | 35.00% | 35.00% |
Change in valuation allowance on deferred tax assets | -35.00% | -35.00% |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes Details Narrative | ' | ' |
Federal net operating losses | $1,306,637 | $382,142 |