Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Sep. 30, 2014 | Nov. 13, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Saleen Automotive, Inc. | ' |
Entity Central Index Key | '0001528098 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--03-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 153,285,607 |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2015 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Mar. 31, 2014 |
Current Assets | ' | ' |
Cash | $7,261 | $1,499,889 |
Accounts receivable, net | 295,940 | 198,538 |
Inventory | 341,080 | 433,941 |
Prepaid expenses and other current assets | 24,348 | 97,926 |
Total Current Assets | 668,629 | 2,230,294 |
Long Term Assets | ' | ' |
Property and equipment, net | 661,968 | 546,824 |
Other assets | 42,358 | 47,904 |
TOTAL ASSETS | 1,372,955 | 2,825,022 |
Current Liabilities | ' | ' |
Accounts payable | 1,697,375 | 2,048,310 |
Due to related parties | 314,289 | 148,954 |
Current portion of notes payable | 648,971 | 1,275,774 |
Current portion of convertible notes, net of discount of $139,959 at September 30, 2014 | 16,041 | ' |
Current portion of notes payable to related parties | 327,000 | 209,452 |
Payroll taxes payable | 583,900 | 669,575 |
Accrued interest on notes payable | 266,805 | 380,257 |
Customer deposits | 913,845 | 193,912 |
Deferred vendor consideration | 275,000 | ' |
Derivative liability | 214,727 | ' |
Other current liabilities | 376,888 | 354,346 |
Total Current Liabilities | 5,634,841 | 5,280,580 |
Accounts to be settled by issuance of equity securities | ' | 470,534 |
Derivative liability | ' | 5,032,786 |
Convertible notes payable, net of discount of $3,045,013 and $3,498,981 at September 30, 2014 and March 31, 2014, respectively | 1,456,707 | 1,337,751 |
Total Liabilities | 7,091,548 | 12,121,651 |
Commitments and Contingencies | ' | ' |
Stockholders' Deficit | ' | ' |
Common stock; $0.001 par value; 500,000,000 shares authorized; 153,230,607 and 137,710,501 issued and outstanding as of September 30, 2014 and March 31, 2014, respectively | 153,231 | 137,710 |
Preferred stock; $0.001 par value; 1,000,000 shares authorized; none issued and outstanding | ' | ' |
Additional paid in capital | 13,091,411 | 10,431,175 |
Accumulated deficit | -18,963,235 | -19,865,514 |
Total Stockholders' Deficit | -5,718,593 | -9,296,629 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $1,372,955 | $2,825,022 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Mar. 31, 2014 |
Statement of Financial Position [Abstract] | ' | ' |
Convertible notes payable, current, discount | $139,959 | ' |
Convertible notes payable, noncurrent, discount | $3,045,013 | $3,498,981 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 153,230,607 | 137,710,501 |
Common stock, shares outstanding | 153,230,607 | 137,710,501 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue, net | $866,524 | $1,536,264 | $2,563,901 | $2,442,696 |
Costs of goods sold | 769,990 | 1,234,008 | 2,201,275 | 2,076,979 |
Gross margin | 96,534 | 302,256 | 362,626 | 365,717 |
Operating expenses | ' | ' | ' | ' |
Research and development | 250,130 | 190,582 | 412,436 | 306,398 |
Sales and marketing | 443,767 | 456,556 | 999,392 | 578,974 |
General and administrative | 792,062 | 776,471 | 1,898,063 | 2,511,620 |
Depreciation and Amortization | 63,806 | 26,574 | 109,715 | 46,744 |
Total operating expenses | 1,549,765 | 1,450,182 | 3,419,606 | 3,452,736 |
Loss from operations | -1,453,231 | -1,147,926 | -3,056,980 | -3,087,019 |
Other income (expenses) | ' | ' | ' | ' |
Interest expense | -571,748 | -127,939 | -1,014,801 | -176,779 |
Costs of reverse merger transaction | ' | ' | ' | -365,547 |
Private placement cost | -85,882 | ' | -85,882 | ' |
Gain in extinguishment of derivative liability | ' | ' | 2,586,732 | ' |
Change in fair value of derivative liability | 27,156 | 140,899 | 2,473,209 | 51,132 |
Net income (loss) | ($2,083,705) | ($1,134,966) | $902,279 | ($3,578,213) |
Net income (loss) per share: | ' | ' | ' | ' |
Basic | ($0.01) | ($0.01) | $0.01 | ($0.03) |
Diluted | ($0.01) | ($0.01) | $0 | ($0.03) |
Shares used in computing net income (loss) per share: | ' | ' | ' | ' |
Basic | 151,186,865 | 120,000,000 | 142,095,832 | 120,000,000 |
Diluted | 151,186,865 | 120,000,000 | 207,471,094 | 120,000,000 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) (USD $) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Mar. 31, 2014 | $137,711 | ' | $10,431,174 | ($19,865,514) | ($9,296,629) |
Balance, shares at Mar. 31, 2014 | 137,710,501 | ' | ' | ' | ' |
Fair value of shares issued for services | 1,000 | ' | 169,000 | ' | 170,000 |
Fair value of shares issued for services, shares | 1,000,000 | ' | ' | ' | ' |
Reclass of amounts to be settled through the issuance of equity securities | 1,285 | ' | 469,249 | ' | 470,534 |
Reclass of amounts to be settled through the issuance of equity securities, shares | 1,285,460 | ' | ' | ' | ' |
Shares issued for cash | 1,183 | ' | 176,317 | ' | 177,500 |
Shares issued for cash, shares | 1,183,334 | ' | ' | ' | ' |
Shares issued upon exercise of warrants | 50 | ' | 7,450 | ' | 7,500 |
Shares issued upon exercise of warrants, shares | 50,000 | ' | ' | ' | ' |
Shares issued as consideration for the amendments of convertible debts and accrued interest | 747 | ' | 111,312 | ' | 112,059 |
Shares issued as consideration for the amendments of convertible debts and accrued interest, shares | 747,066 | ' | ' | ' | ' |
Fair value of shares issued upon conversion of convertible notes and accrued interest | 8,032 | ' | 588,921 | ' | 596,953 |
Fair value of shares issued upon conversion of convertible notes and accrued interest, shares | 8,032,186 | ' | ' | ' | ' |
Shares issued as payments on notes payable and accrued interest | 3,223 | ' | 534,013 | ' | 537,236 |
Shares issued as payments on notes payable and accrued interest, shares | 3,222,060 | ' | ' | ' | ' |
Beneficial conversion feature associated with convertible debt financing | ' | ' | 250,000 | ' | 241,882 |
Fair value of stock-based compensation | ' | ' | 353,975 | ' | 353,975 |
Net income | ' | ' | ' | 902,279 | 902,279 |
Balance at Sep. 30, 2014 | $153,231 | ' | $13,091,411 | ($18,963,235) | ($5,718,593) |
Balance, shares at Sep. 30, 2014 | 153,230,607 | ' | ' | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities | ' | ' |
Net income (loss) | $902,279 | ($3,578,213) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ' | ' |
Depreciation and amortization | 109,715 | 46,744 |
(Gain) Loss on change in fair value of derivative liability | -2,473,209 | -51,132 |
Gain on extinguishment of derivative liability | -2,586,732 | ' |
Gain on settlement of notes payable | -72,315 | ' |
Amortization of discount on convertible notes | 832,068 | 108,341 |
Fair value of share based compensation | 353,975 | ' |
Costs of private placement fees | 85,882 | ' |
Fair value of shares issued for directors fees to related parties | ' | 250,000 |
Fair value of shares issued as principal payment on notes payable | ' | 24,697 |
Fair value of shares issued for services | 170,000 | 279,481 |
(Increase) Decrease in: | ' | ' |
Cash held in trust account | ' | 175,000 |
Accounts receivable | -97,402 | -42,282 |
Inventory | 92,861 | -8,706 |
Prepaid expenses and other assets | 79,124 | -21,597 |
Increase (Decrease) in: | ' | ' |
Accounts payable | -350,935 | 330,154 |
Due to related parties | 165,335 | 50,173 |
Payroll taxes payable | -85,675 | 307,916 |
Accrued interest | 143,358 | -37,647 |
Customer deposits | 719,933 | -268,667 |
Deferred vendor consideration | 275,000 | ' |
Other liabilities | 22,542 | 62,553 |
Net cash used in operating activities | -1,714,196 | -2,373,185 |
Cash flows from investing activities | ' | ' |
Purchases of property and equipment | -224,859 | -237,729 |
Net cash used in investing activities | -224,859 | -237,729 |
Cash flows from financing activities | ' | ' |
Proceeds from senior secured notes payable | ' | 3,000,000 |
Proceeds from unsecured convertible notes | 156,000 | ' |
Proceeds from unsecured convertible notes - related parties | 250,000 | ' |
Proceeds from notes payable - related parties | 150,000 | ' |
Principal payments on notes payable - related parties | ' | -203,243 |
Principal payments on notes payable | -294,573 | -177,031 |
Proceeds from issuance of common stock | 177,500 | ' |
Proceeds from exercise of warrants | 7,500 | ' |
Net cash provided by financing activities | 446,427 | 2,619,726 |
Net (decrease) increase in cash | -1,492,628 | 8,812 |
Cash at beginning of period | 1,499,889 | 4,434 |
Cash at end of period | 7,261 | 13,246 |
Supplemental schedule of non-cash investing and financing activities: | ' | ' |
Derivative liability related to conversion feature | 241,882 | 1,660,056 |
Issuance of Common Stock on conversion of Secured Convertible Notes Payable and accrued interest | 596,953 | ' |
Issuance of Common Stock on payment of interest on Notes Payable | 244,869 | 24,697 |
Issuance of common stock as payment on Notes Payable | 292,367 | 22,803 |
Beneficial conversion feature | 250,000 | ' |
Fair value of shares issued in exchange for amendment of convertible debts recorded as debt discount | 112,059 | ' |
Reclass of amounts to be settled through the issuance of equity securities | 470,534 | ' |
Cash paid during the year for | ' | ' |
Interest | 15,334 | 44,292 |
Income taxes | ' | ' |
Nature_of_the_Business_and_Sig
Nature of the Business and Significant Accounting Policies | 6 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Nature of Business and Significant Accounting Policies | ' | ||||||||||||||||
NOTE 1 – NATURE OF THE BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
Description of the Company | |||||||||||||||||
The Company designs, develops, manufactures and sells high performance vehicles built from base chassis’ of Ford Mustangs, Chevrolet Camaros, Dodge Challengers and Tesla Model S vehicles. The Company is a low volume vehicle design, engineering and manufacturing company focusing on the mass customization (the process of customizing automobiles that are mass produced by the manufacturers (Ford, Chevrolet, Dodge and Tesla)) of OEM American Sports and Electric Vehicles. A high performance car is an automobile that is designed and constructed specifically for speed and performance. The design and construction of a high performance car involves not only providing a capable power train but also providing the handling, aerodynamics and braking systems to support it. The Company’s Saleen-branded products include a complete line of upgraded high performance vehicles, automotive aftermarket specialty parts and lifestyle accessories. | |||||||||||||||||
History of the Company | |||||||||||||||||
Saleen Automotive, Inc. (formerly W270, Inc.) was incorporated under the laws of the State of Nevada on June 24, 2011. The Company issued 5,000,000 shares of its common stock to Mr. Wesley Fry (“Fry”) at inception. Following its formation, the Company issued an additional 1,000,000 shares of its common stock to Fry. On June 21, 2012, the Company issued 2,000,000 shares of its common stock for a total of $20,000. | |||||||||||||||||
On November 30, 2012, Fry and W-Net Fund I, L.P. ( “W-Net”), entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which Fry sold to W-Net 75.0% of the issued and outstanding shares of the Company’s common stock. | |||||||||||||||||
Merger | |||||||||||||||||
On May 23, 2013, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Saleen California Merger Corporation, its wholly-owned subsidiary, Saleen Florida Merger Corporation, its wholly-owned subsidiary, Saleen Automotive, Inc. (“Saleen Automotive”), SMS Signature Cars (“SMS” and together with Saleen Automotive, the “Saleen Entities”) and Steve Saleen (“Saleen” and together with the Saleen Entities, the “Saleen Parties”). The closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Merger”) occurred on June 26, 2013. At the Closing (a) Saleen California Merger Corporation was merged with and into SMS with SMS surviving as one of the Company’s wholly-owned subsidiaries; (b) Saleen Florida Merger Corporation was merged with and into Saleen Automotive with Saleen Automotive surviving as one of the Company’s wholly-owned subsidiaries; (c) holders of the outstanding capital stock of Saleen Automotive received an aggregate of 554,057 shares of the Company’s Super Voting Preferred Stock, which was subsequently converted into 69,257,125 shares of the Company’s common stock and holders of the outstanding capital stock of SMS received no consideration for their shares; and (d) approximately 93% of the beneficial ownership of the Company’s common stock (on a fully-diluted basis) was owned, collectively, by Saleen Parties (including 341,943 shares of the Company’s Super Voting Preferred Stock, which was subsequently converted into 42,742,875 shares of the Company’s common stock, issued to Saleen pursuant to the Assignment and License Agreement) and the former holders of the outstanding capital stock of Saleen Automotive. As a result of the Merger the Company is solely engaged in the Saleen Entities’ business, Saleen Automotive’s then officers became the Company’s officers and Saleen Automotive’s then three directors became members of the Company’s five-member board of directors. On June 17, 2013, the Company consummated a merger with WSTY Subsidiary Corporation, its wholly-owned subsidiary, pursuant to which the Company amended its articles of incorporation to change its name to Saleen Automotive, Inc. In October 2013, SMS effected an amendment to its articles of incorporation to change its name to Saleen Signature Cars. In January 2014, the Company effected an increase in the number of its common shares authorized to 500,000,000 and all the remaining shares of Super Voting Preferred Stock were converted into common stock of the Company and the Super Voting Preferred Stock ceased to be a designated series of the Company’s preferred stock. | |||||||||||||||||
As the owners and management of Saleen Automotive had voting and operating control of the Company after the Merger, the transaction was accounted for as a recapitalization with the Saleen Entities deemed the acquiring companies for accounting purposes, and the Company deemed the legal acquirer. Due to the change in control, the condensed consolidated financial statements reflect the historical results of the Saleen Entities prior to the Merger and that of the consolidated company following the Merger. Common stock and the corresponding capital amounts of the Company pre-Merger have been retroactively restated as of the earliest periods presented as capital stock reflecting the exchange ratio in the Merger. The amount of debt assumed upon the Merger of $39,547, legal and closing costs of $46,000, and a dividend of an aggregate amount of $280,000 paid to our stockholders as of May 23, 2013 have been reflected as a cost of the Merger in the statement of operations for the six months ended September 30, 2013. | |||||||||||||||||
Consolidation Policy | |||||||||||||||||
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Saleen Automotive, Inc. a Florida corporation, Saleen Signature Cars, a California corporation and Saleen Sales Corporation, a California corporation. Intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||||||
Reclassification of Certain Prior Year Information | |||||||||||||||||
The Company has reclassified certain prior year amounts to conform to the current year presentation. This included 1) reclassification of engineering salaries of $153,885 and $245,291 for the three and six month periods ended September 30, 2013, respectively, from general and administrative expenses to research and development expenses; 2) reclassification of sales and marketing salaries of $160,372 and $258,626 for the three and six month periods ended September 30, 2013, respectively from general and administrative expenses to sales and marketing expenses; and 3) reclassification of promotional trade discount expenses of $32,216 and $44,368 for the three and six month periods ended September 30, 2013, respectively, to revenue from sales and marketing expenses. The reclassification of these amounts had no impact on consolidated net loss or cash flows. | |||||||||||||||||
Going Concern | |||||||||||||||||
The Company’s condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the six months ended September 30, 2014, the Company incurred an operating loss of $3,056,980 and utilized $1,714,196 of cash in operations. The Company also had a stockholders’ deficit and working capital deficit of $5,718,593 and $4,966,212, respectively, as of September 30, 2014, and as of that date, the Company owed $583,900 in past unpaid payroll taxes; $1,148,574 of accounts payable was greater than 90 days past due; $352,795 of outstanding notes payable were in default; and $398,176 is owed to a bank as of November 2014, which the Company has not paid and expects to be in default unless the bank agrees to another extension. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s independent auditors, in their audit report for the year ended March 31, 2014, expressed substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. | |||||||||||||||||
The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations. At September 30, 2014 the Company had cash on hand in the amount of $7,261 and is not generating sufficient funds from operations to cover current operating expenses. During the six months ended September 30, 2014, the Company raised $406,000 through the issuance of convertible notes, $150,000 through the issuance of notes payable to related parties, and entered into Subscription Agreements with individual accredited investors (the “Subscribers”) pursuant to which the Subscribers purchased from the Company an aggregate of 1,183,334 of restricted common shares at a per share price of $0.15 for aggregate proceeds of $177,500. However, additional funding will be needed to continue operations through December 31, 2014. In addition, the Company will need and is currently seeking additional funds, primarily through the issuance of debt or equity securities for cash to operate its business through and beyond December 31, 2014. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions and covenants on its operations, in the case of debt financing or cause substantial dilution for its stockholders, including diluting Saleen below 50% ownership, in the case of convertible debt and equity financing. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
Financial statements prepared in accordance with accounting principles generally accepted in the United States require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management estimates include the estimated collectability of its accounts receivable, the valuation of the S7 Supercar held for sale, the valuation of long lived assets, warranty reserves, the assumptions used to calculate its derivative liabilities, and equity instruments issued for financing and compensation. Actual results could differ from those estimates. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company accounts for the fair value of financial instruments in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (ASC) topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements”. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. | |||||||||||||||||
Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: | |||||||||||||||||
Level 1 Quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2 Inputs, other than the quoted prices in active markets, that is observable either directly or indirectly. | |||||||||||||||||
Level 3 Unobservable inputs based on the Company’s assumptions. | |||||||||||||||||
The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, accrued liabilities, and notes payable. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. | |||||||||||||||||
As of September 30, 2014 and March 31, 2014, the Company’s condensed consolidated balance sheet included the fair value of a derivative liability of $214,728 and $5,032,786, respectively, which was based on Level 2 measurements. There were no other investments or liabilities of the Company measured and recorded at fair value as of September 30, 2014 and March 31, 2014. | |||||||||||||||||
Derivative Financial Instruments | |||||||||||||||||
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |||||||||||||||||
Inventories | |||||||||||||||||
30-Sep-14 | 31-Mar-14 | ||||||||||||||||
(unaudited) | |||||||||||||||||
Parts and work in process | $ | 91,080 | $ | 183,941 | |||||||||||||
S7 Supercar held for sale | 250,000 | 250,000 | |||||||||||||||
Total inventories | $ | 341,080 | $ | 433,941 | |||||||||||||
Income Taxes | |||||||||||||||||
The Company accounts for income taxes under FASB ASC 740-10-25. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |||||||||||||||||
The Company maintains a valuation allowance with respect to deferred tax assets. The Company established a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry forward period under the Federal tax laws. | |||||||||||||||||
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of any related deferred tax asset. Any change in the valuation allowance would be included in income in the year of the change in estimate. | |||||||||||||||||
Stock Compensation | |||||||||||||||||
The Company uses the fair value recognition provision of ASC 718, “Stock Compensation,” which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments. The Company uses the Black-Scholes-Merton option pricing model to calculate the fair value of any equity instruments on the grant date that vests over a period of time. | |||||||||||||||||
The Company also uses the provisions of ASC 505-50, “Equity Based Payments to Non-Employees,” to account for stock-based compensation awards issued to non-employees for services. Such awards for services are recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50. | |||||||||||||||||
Income (Loss) per Share | |||||||||||||||||
The Company’s computation of earnings (loss) per share (EPS) includes basic and diluted EPS. The basic EPS is calculated by dividing the Company’s net income (loss) available to common stockholders by the weighted average number of common shares during the period. The diluted EPS is calculated by dividing the Company’s net income (loss) available to common stockholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. Certain dilutive common shares are excluded from the diluted income (loss) per share calculation if the effects of such dilutive common shares are anti-dilutive. In computing diluted EPS, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. | |||||||||||||||||
Weighted average number of shares outstanding has been retroactively restated for the equivalent number of shares received by the accounting acquirer as a result of the reverse merger as if these shares had been outstanding as of the beginning of the earliest period presented. Weighted average shares outstanding include, as of the earliest period presented, the equivalent number of common shares that were converted upon conversion of all the Super Voting Preferred Stock, as these shares have the same characteristics of common stock. | |||||||||||||||||
Warrants, options and other potentially dilutive debt securities that are anti-dilutive have been excluded from the dilutive calculation when their exercise price or conversion price exceeds the average stock market price during the period or the effect would be anti-dilutive when applying to a net income (loss) during the period presented. The following table presents a reconciliation of basic and diluted shares for the three and six month periods ended September 30, 2014 and 2013: | |||||||||||||||||
Three Month Periods Ended | Six Month Periods Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Basic weighted-average number of common shares outstanding | 151,186,865 | 120,000,000 | 142,095,832 | 120,000,000 | |||||||||||||
Diluted effect of potentially dilutive convertible debt | — | — | 65,375,262 | — | |||||||||||||
Diluted weighted-average number of potential common shares outstanding | 151,186,865 | 120,000,000 | 207,471,094 | 120,000,000 | |||||||||||||
Potential common shares excluded from the per share computations as the effect of their inclusion would not be dilutive | 213,529,045 | 40,000,000 | 149,264,897 | 21,333,333 | |||||||||||||
Significant Concentrations | |||||||||||||||||
Sales to two separate customers comprised 10% and 15% of revenues for the three and six months ended September 30, 2014, respectively. Two different customers comprised 44% and 29% of accounts receivable as of September 30, 2014. No customers had accounts receivable in excess of 10% at March 31, 2014 or revenues in excess of 10% during the three and six months ended September 30, 2013. | |||||||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||
On May 28, 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently evaluating the impact, if any, on adopting ASU 2014-09 on the Company’s results of operations or financial condition. | |||||||||||||||||
In April 2014, the FASB issued Accounting Standards Update No. 2014-08 (ASU 2014-08), Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360). ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company’s operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. Management is currently evaluating the impact, if any, of adopting ASU 2014-08 on the Company’s results of operations or financial condition. | |||||||||||||||||
In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (ASU 2014-15), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. | |||||||||||||||||
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements. |
Property_and_Equipment
Property and Equipment | 6 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
NOTE 2 – PROPERTY AND EQUIPMENT | |||||||||
Property and equipment consisted of the following: | |||||||||
30-Sep-14 | 31-Mar-14 | ||||||||
Tooling | $ | 485,098 | $ | 470,399 | |||||
Equipment | 321,188 | 264,837 | |||||||
Leasehold improvements | 203,314 | 203,311 | |||||||
Construction-in-progress | 153,807 | — | |||||||
Total, cost | 1,163,407 | 938,548 | |||||||
Accumulated Depreciation and Amortization | (501,439 | ) | (391,724 | ) | |||||
Total Property, Plant and Equipment | $ | 661,968 | $ | 546,824 | |||||
Depreciation and amortization expense was $63,806 and $26,574 for the three months ended September 30, 2014 and 2013, respectively, and was $109,715 and $46,744 for the six months ended September 30, 2014 and 2013, respectively. |
Notes_Payable
Notes Payable | 6 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Notes Payable | ' | ||||||||
NOTE 3 – NOTES PAYABLE | |||||||||
Notes payable are comprised as follows: | |||||||||
30-Sep-14 | 31-Mar-14 | ||||||||
Senior secured note payable to a bank, secured by all assets of Saleen Signature Cars, guaranteed by the U.S. Small Business Administration and personally guaranteed by the Company’s CEO, payable in full in Novemer 2014 (1) | $ | 398,176 | $ | 442,479 | |||||
Subordinated secured bonds payable, interest at 6% per annum payable at various maturity dates, currently in default (2) | 97,000 | 97,000 | |||||||
Subordinated secured note payable, interest at 10% per annum, payable March 16, 2010, currently in default (3) | 61,046 | 61,046 | |||||||
Subordinated secured note payable for legal services rendered, non-interest bearing, payable on October 25, 2013, currently in default (4) | 37,749 | 37,749 | |||||||
Note and bond payable (5) | - | 517,500 | |||||||
Unsecured notes payable, interest at 10% per annum payable on various dates from July 31 to March 31, 2010, currently in default (6) | 55,000 | 120,000 | |||||||
Total notes payable | $ | 648,971 | $ | 1,275,774 | |||||
-1 | On February 6, 2014, Saleen Signature Cars received a Complaint from the bank filed in California Superior Court, Riverside County alleging, among other matters, breach of contract due to non-timely payment of November and December 2013 principal amounts owed, which were paid as of March 31, 2014, and the occurrence of a change in control as a result of the Merger. In April 2014, the Company entered into a settlement arrangement with the bank whereby the bank dismissed this case in exchange for payment of $124,000 that was applied towards principal and unpaid fees along with advance loan principal and interest for May, September and July 2014. In accordance with the settlement arrangement, the Company was required to pay $418,429 to this bank in August 2014 as full settlement of remaining principal amount owed. In August 2014, the bank agreed to extend this date by 90 days to November 2014 in exchange for $30,000 to be applied towards principal and interest on the loan. | ||||||||
-2 | Bonds and notes issued on March 1, 2008, 2009 and 2010, payable in full upon one year from issuance. The Bonds accrue interest at 6% per annum and are secured by the personal property of Saleen Signature Cars. As of September 30, 2014 and March 31, 2014, respectively, the Bonds were in default due to non-payment. | ||||||||
-3 | Note payable issued on March 16, 2010 due in full on March 16, 2011. The note accrued interest at 10% per annum and was secured by three vehicles held in inventory by Saleen Signature Cars. On June 7, 2013, the Company entered into a Settlement Agreement and Mutual General Release by canceling this note and issuing a new unsecured 6% note payable due on or before August 19, 2013. The note was in default as of September 30, 2014 and March 31, 2014 due to non-payment. | ||||||||
-4 | Non-interest bearing note payable dated January 25, 2013 due in full on October 25, 2013 or earlier upon the occurrence of certain events that have not occurred. The note is secured by certain of the Company’s intellectual property. The note was in default as of September 30, 2014 and March 31, 2014 due to non-payment. | ||||||||
-5 | As of March 31, 2014, the Company was indebted on a $317,500 subordinated 6% bond and a $200,000 10%, note payable. On May 7, 2014, the Company, along with its subsidiaries and Steve Saleen, entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Thomas Del Franco and Jason B. Cruz (the “Del Franco Parties”), pursuant to which the Del Franco Parties agreed to fully and finally settle a claim filed against the Company for outstanding Bond and note payables to Thomas Del Franco, which consisted of a Bond and note payable of $317,500 and $200,000, respectively, and unpaid interest of $187,535 in exchange for (1) the Company’s payment to Mr. Del Franco of $250,000 (the “Settlement Payment”) and (2) issuance of 2,250,000 shares of the Company’s common stock (the “Settlement Shares” and together with the Settlement Payment, the “Settlement Amount”). The Settlement Shares had a value of $382,500 based on the closing price of the Company’s common stock on May 7, 2014 of $0.17. The parties to the Settlement Agreement also agreed to release each other from all claims arising from their prior business dealings. The Del Franco Parties have agreed to a contractual restriction on the sale of the Settlement Shares whereby for a period of 12 months from and after the expiration of any applicable restricted periods imposed by applicable federal and state securities laws and regulations, including Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), the Del Franco Parties will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, more than 200,000 of the Settlement Shares in any given calendar month. The Company recognized a gain of $72,265 in the Statement of Operations during the six months ended September 30, 2014 based on the difference between the value of the common shares and the amount recorded as of the date of settlement. | ||||||||
-6 | As of March 31, 2014, the Company had outstanding $100,000 and $20,000 unsecured 10% notes payable. In June 2014, the Company entered into a Settlement Agreement and Mutual Release agreement with Jim Marsh American Corporation (“Marsh”) for one of the notes that had an outstanding principal and interest of $100,000 and $53,374, respectively, in exchange for (1) issuance of 800,000 shares of its common stock and (2) cash payment of $35,000. The Company issued the common shares in June 2014 and determined the value to be $112,000, which was based on the value of the common stock of $0.14 as of the date of settlement. The remaining cash payment of $35,000 was unpaid and was included in notes payable as of September 30, 2014. In addition, the other $20,000 Note remains outstanding as of September 30, 2014. |
Notes_Payable_to_Related_Parti
Notes Payable to Related Parties | 6 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Notes Payable to Related Parties | ' | ||||||||
NOTE 4 – NOTES PAYABLE TO RELATED PARTIES | |||||||||
Notes payable to related parties are as follows: | |||||||||
30-Sep-14 | 31-Mar-14 | ||||||||
Unsecured note payable to a stockholder, due on April 1, 2014, currently in default. (1) | $ | 102,000 | $ | 102,000 | |||||
Unsecured note payable to a stockholder, interest at 10% per annum payable at various maturity dates, settled in April 2014. (2) | — | 32,452 | |||||||
Unsecured 10% note payable to a stockholder, payable on demand | 135,000 | — | |||||||
Unsecured $100,000 revolving promissory note to a stockholder, interest at 12% per annum payable in full on November 15, 2014. $10,000 available at September 30, 2014. | 90,000 | 75,000 | |||||||
Total notes payable, related parties | $ | 327,000 | $ | 209,452 | |||||
-1 | The Company had borrowed an aggregate of $102,000 from a stockholder in prior years which went into default. On May 21, 2013, the Company entered into a Settlement Agreement and Mutual General Release by cancelling the note and agreeing to enter into a new note to pay $135,000 on or before April 1, 2014, which represented principal of $102,000 plus interest of $33,000 to be accrued through April 1, 2014. The note was in default as of September 30, 2014 due to non-payment. | ||||||||
-2 | Unsecured note payable to a related party issued on November 3, 2008 for original principal of $60,000 bearing interest at 10% per annum and due in full on February 10, 2009. In April 2014, the Company entered into a Settlement Agreement and Mutual General Release with this note holder whereby it agreed to issue 527,520 shares of its common stock along with a five-year warrant to purchase 527,520 shares of its common stock at an exercise price of $0.15 per share in exchange for cancellation of $32,452 of principal and $1,960 of accrued interest. The value of the common stock issued was $105,504 based on a stock price of $0.20 on date of settlement. The Company valued the warrants at $82,662 using the Black-Scholes-Merton option pricing model using the following assumptions: (i) fair market value of stock of $0.21; (ii) dividend yield of 0%; (iii) expected volatility of 100%; (iv) risk free rate of 1.75% and (v) expected term of 5 years. The loss on the settlement of this note of $153,754 was provided for and accrued for as of March 31, 2014. |
Convertble_Notes_Payable
Convertble Notes Payable | 6 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Convertible Notes Payable | ' | ||||||||
NOTE 5 – CONVERTIBLE NOTES PAYABLE | |||||||||
Convertible notes payable are as follows: | |||||||||
30-Sep-14 | 31-Mar-14 | ||||||||
Senior secured convertible notes payable to a private accredited investor group, convertible into 27,797,573 shares of common stock (including accrued interest) as of September 30, 2014, interest accrued at 3% per annum, notes mature on September 25, 2017 | $ | 2,001,720 | $ | 2,586,732 | |||||
Unsecured convertible notes payable to private accredited investor group, convertible into 61,646,190 shares of common stock (including accrued interest) as of September 30, 2014, interest accrued at 7% per annum, notes mature in March 2017 | 2,500,000 | 2,250,000 | |||||||
Unsecured convertible notes payable to a private accredited investor, convertible into 3,729,071 shares of common stock (including accrued interest) as of September 30, 2014, interest accrued at 8% per annum, notes mature in June 2015 | 156,000 | — | |||||||
4,657,720 | 4,836,732 | ||||||||
Less: discount on notes payable | (3,184,972 | ) | (3,498,981 | ) | |||||
Notes payable, net of discount | 1,472,748 | 1,337,751 | |||||||
Less: notes payable, current | (16,041 | ) | — | ||||||
Notes payable, long-term | $ | 1,456,707 | $ | 1,337,751 | |||||
As of September 31, 2014, $16,041 was included in current portion of convertible notes payable, which represented convertible notes payable of $156,000 less debt discount of $139,959. | |||||||||
3% Senior secured convertible notes | |||||||||
On June 26, 2013, pursuant to a Securities Purchase Agreement, the Company issued senior secured convertible notes, having a total principal amount of $3,000,000, to 12 accredited investors. During the six months ended September 30, 2014, note holders converted $585,012 of principal and $11,941 of accrued and unpaid interest into 8,032,186 shares of the Company’s common stock. The balance of the convertible notes outstanding as of September 30, 2014 was $2,001,720 and is convertible into 27,797,573 shares of Common Stock including accrued and unpaid interest. The balance of convertible notes outstanding as of March 31, 2014 was $2,586,732. The Notes pay 3.0% interest per annum with a maturity of 4 years (June 25, 2017) and are secured by all assets and intellectual property of the Company. No cash interest payments will be required, except that accrued and unconverted interest shall be due on the maturity date and on each conversion date with respect to the principal amount being converted, provided that such interest may be added to and included with the principal amount being converted. | |||||||||
Each Note is convertible at any time into the Company’s common stock at a specified conversion price, which currently is $0.075 per share. Prior to June 2014, the Note conversion price was subject to specified adjustments for certain changes in the numbers of outstanding shares of the Company’s common stock, including conversions or exchanges thereof, and the agreements included an anti-dilution provision that allowed for the automatic reset of the conversion or exercise price upon any future sale of the Company’s common stock instruments at or below the then current exercise price. In June 2014, in exchange for the issuance in aggregate of 389,923 shares of common stock valued at $58,488, the Company entered into a First Amendment to Saleen Automotive, Inc. 3.0% Secured Convertible Note (“3% First Amendment”) to remove all specified adjustments to the conversion price except for standard anti-dilution provisions whereby if the Company consummates a reorganization transaction, pays dividends or enters into a stock split of its common shares the conversion price would adjust proportionally. In addition, if a Fundamental Transaction, as defined, were to occur the potential liquidated damages was set to a fixed amount. The Company recorded $58,488 as additional debt discount related to the value of the 389,923 shares issued, which is being amortized over the remaining term of the Notes. | |||||||||
The Company considered the current FASB guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability or whether or not within the issuers’ control, means the instrument is not indexed to the issuers own stock. Accordingly, the Company determined that prior to June 2014 the conversion prices of the notes were not a fixed amount because they were subject to adjustment based on the occurrence of future offerings or events. As a result, the Company determined that the conversion features were not considered indexed to the Company’s own stock and characterized the fair value of these conversion features as derivative liabilities upon issuance. The Company determined that upon issuance of the notes on June 26, 2013, the initial fair value of the embedded beneficial conversion feature of the notes was $1,660,656. This amount was determined by management with the use of an independent valuation specialist using a Monte Carlo simulation option pricing model. As such, the Company recorded a $1,660,656 derivative liability with an offsetting change to valuation discount upon issuance for financial reporting purposes. As a result of the 3% First Amendment entered into in June 2014, the conversion price is no longer subject to fluctuation based on the occurrence of future offerings or events except for standard anti-dilution provisions whereby if the Company consummates a reorganization transaction, pays dividends or enters into a stock split of its common shares the conversion price would adjust proportionally. As a result, the Company determined that the derivative liability was extinguished in June 2014 (See Note 6). | |||||||||
During the six months ended September 30, 2014 and September 30, 2013, the Company amortized $184,456 and $108,341, respectively, of the valuation discount as additional interest expense. During the six months ended September 30, 2014, the Company wrote off the remaining unamortized debt discount allocated to the convertible notes of $209,364 to interest expense. As of September 30, 2014 and March 31, 2014, the remaining unamortized valuation discount of $913,649 and $1,248,981, respectively, has been offset against the face amount of the notes for financial statement purposes. | |||||||||
7% Unsecured convertible notes | |||||||||
In March and April 2014, as amended in June 2014, the Company issued 7% Unsecured Convertible Notes, having a total principal amount of $2,250,000 and $250,000, respectively, to 5 accredited investors of which $2,000,000 was received from 3 investors who participated in the June 26, 2013 offering above. The Notes were issued in a private placement, exempt from the Securities Act registration requirements. The Notes pay 7.0% interest per annum with a maturity of 3 years (March and April, 2017). No cash interest payments are required, except that accrued and unconverted interest shall be due on the maturity date and on each conversion date with respect to the principal amount being converted, provided that such interest may be added to and included with the principal amount being converted. Each Note is initially convertible at any time into the Company’s common stock at a conversion price, which is adjustable to the lower of $0.07 or the three lowest daily volume weighted average prices of the Company’s common stock during the twenty consecutive trading days immediately preceding any conversion date. However, in no event shall the conversion price be lower than $0.03 per share. As of September 30, 2014, the conversion price was approximately $0.04 per share and represented 61,646,190 shares of Common Stock. In addition, the conversion price adjusts for standard anti-dilution provisions whereby if the Company consummates a reorganization transaction, pays dividends or enters into a stock split of its common shares the conversion price would adjust proportionally. | |||||||||
In June 2014, in exchange for the issuance in aggregate of 357,143 shares of its common stock valued at $53,571, the Company entered into a First Amendment to Saleen Automotive, Inc. 7% Convertible Note whereby effective as of March 31, 2014 or the applicable issuance date for notes issued thereafter, the conversion price would in no event adjust below $0.03 per share. In addition, if a Fundamental Transaction, as defined, were to occur the potential liquidated damages was set to a fixed amount. The Company recorded $53,571 as additional debt discount related to the value of the shares issued, which is being amortized over the remaining term of the Notes. | |||||||||
As the initial conversion price of $0.07 reflected a price discount below the fair market value of the Company’s common stock as of the issuance date of the Notes, the Company determined that there was deemed a beneficial conversion feature associated with these Notes. As such, the Company recorded $2,250,000 and $250,000 in March 2014 and April 2014, respectively, representing the intrinsic value of the beneficial conversion feature at the issuance date of the Notes in additional paid-in capital. The value of the beneficial conversion feature is being amortized as additional interest expense over the term of the Notes, which totaled $422,206 for the six months ended September 30, 2014. As of September 30 and March 31, 2014, the remaining unamortized valuation discount of $2,131,365 and $2,250,000, respectively, has been offset against the face amount of the notes for financial statement purposes. | |||||||||
8% Unsecured convertible notes | |||||||||
In September 2014 the Company issued, pursuant to a Securities Purchase Agreement with an accredited investor, two Convertible Promissory Notes (“Notes”) in the principal amount of $156,000. The Notes bear interest at 8% per annum and mature in June 2015; however, within 180-day period after the issuance of the Notes, the Company may prepay the Notes subject to a premium between 110% and 135% of the then outstanding amount due depending on the date of payment. After the 180th day, the Company may not prepay the note. Further, the notes contain provisions that under certain events of default, as defined in the agreement, the amount owed would increase to 150% of the original amount owed. In addition, in the event of non-payment when due, the interest rate would increase to 22% per annum from the date due until paid. | |||||||||
The Notes are convertible into shares of Common Stock at the option of the holder commencing on the 180th day following the date of the Notes and ending on the later of the maturity date or date of full payment of principal and interest. The principal amount of the Notes along with, at the holder’s option, any unpaid interest and penalties is convertible at a price per share equal to the greater of (a) 61% of the average of the lowest 5 trading prices of the Company’s common stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date, and (b) $0.00009. In addition, the conversion price is subject to adjustment in conjunction with any sale, conveyance or disposition of all or substantially all of the Company’s assets or consummation of a transaction or series of related transactions in which the Company is not the surviving entity. Further, the conversion price is subject to full-ratchet anti-dilution protection for any issuance of securities (other than employee stock options) at a price per share below the then conversion price in effect at the time of issuance. As of the September 30, 2014 and assuming that the holder had the right to convert the Notes, the Notes would have been convertible into approximately 3,936,910 shares of Common Stock. Per agreement, the Company is required to reserve 28,000,000 shares of Common Stock for the conversion of these Notes. | |||||||||
The Company determined that the conversion features are not considered indexed to the Company’s own stock and characterized the fair value of these conversion features as derivative liabilities upon issuance. The Company determined that upon issuance of the Notes, the initial fair value of the embedded beneficial conversion feature of the notes to be $241,882. The Company determined this amount by using a weighted-average Black-Scholes-Merton model using the following assumptions: (i) fair market value of stock of $0.07; (ii) dividend yield of 0%; (iii) expected volatility of 125%; (iv) risk free rate of .08% and (v) expected term of .75 years. As such, the Company recorded a $241,882 derivative liability with an offsetting charge to valuation discount of $156,000 with the remainder of $85,882 recorded as an expense included in other income (expense) in the Statement of Operations for the three and six months ended September 31, 2014. As of September 30, 2014, the Company amortized $16,041 of the valuation discount, and the remaining unamortized valuation discount of $139,959 as of September 30, 2014 has been offset against the face amount of the Notes for financial statement purposes. The remainder of the valuation discount will be amortized as interest expense over the remaining term of the Notes. |
Derivative_Liability
Derivative Liability | 6 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||
Derivative Liability | ' | ||||||||||||
NOTE 6 – DERIVATIVE LIABILITY | |||||||||||||
In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. Under the authoritative guidance, effective January 1, 2009, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion feature of the Company’s senior secured convertible notes (described in Note 5 above), did not have fixed settlement provisions because their conversion prices could be lowered if the Company issues securities at lower prices in the future. In accordance with the FASB authoritative guidance, the conversion feature of the notes was separated from the host contract (i.e., the notes) and recognized as a derivative instrument. The conversion feature of the notes had been characterized as a derivative liability and is re-measured at the end of every reporting period with the change in value reported in the statement of operations. | |||||||||||||
As discussed in Note 5 above, the conversion feature of the Company’s senior secured convertible notes issued in June 2013 and unsecured convertible notes issued in September 2014 was separated from the host contract (i.e., the notes) and recognized as a derivative instrument. The Company re-measures derivative instruments outstanding at the end of every reporting period with the change in value from previous period reported in the statement of operations. The following represents the changes in the Company’s derivative liabilities: | |||||||||||||
In June 2014 the Company entered into a First Amendment to Saleen Automotive, Inc. 3.0% Secured Convertible Note to remove all specified adjustments to the conversion price except for standard anti-dilution provisions whereby if the Company consummates a reorganization transaction pays dividends or enters into a stock split of its common shares the conversion price would adjust proportionally. As a result of this amendment, after June 17, 2014 the Company no longer recognized a derivative liability related to these notes. | |||||||||||||
During 2014 the derivative liability was valued at the following dates using a Black-Scholes-Merton model with the following assumptions: | |||||||||||||
30-Sep-14 | 17-Jun-14 | 31-Mar-14 | |||||||||||
Conversion feature: | |||||||||||||
Risk-free interest rate | 0.08 | % | 0.02 | % | 0.05 | % | |||||||
Expected volatility | 125 | % | 100 | % | 100 | % | |||||||
Expected life (in years) | .70 years | 0 years | .25 years | ||||||||||
Expected dividend yield | — | — | — | ||||||||||
Fair Value: | |||||||||||||
Conversion feature | $ | 214,728 | $ | 2,586,732 | $ | 5,032,786 | |||||||
The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company used its own volatility as the estimated volatility. The expected life of the conversion feature of the notes was based on the remaining terms of the notes. The expected dividend yield was based on the fact that the Company has not customarily paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. | |||||||||||||
The Company recognized income of $27,156 and $2,473,210 as other income during the three and six months ended September 30, 2014, respectively, and income of $140,899 and $51,134 as other income during the three and six months ended September 30, 2013, respectively, which represented the change in the fair value of derivative liability from previous reporting period. In addition, the Company recognized a gain of $2,586,732 upon extinguishment of the derivative liability as of June 17, 2014 related to the 3% convertible note. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
Related Party Transactions | ' | ||||||||
NOTE 7 – RELATED PARTY TRANSACTIONS | |||||||||
The amounts of accounts payable to related parties as of September 30 and March 31, 2014 are as follows: | |||||||||
Related Party: | 30-Sep-14 | 31-Mar-14 | |||||||
Steve Saleen (a) | $ | 173,747 | $ | 100,000 | |||||
Michaels Law Group (b) | 71,699 | 23,954 | |||||||
Top Hat Capital (c) | 62,500 | 25,000 | |||||||
Crystal Research (d) | 6,343 | — | |||||||
$ | 314,289 | $ | 148,954 | ||||||
(a) | During the six months ended September 30, 2014 and 2013, the Company incurred $73,747 and $60,000 in officers’ salary expense that is due and payable to its Director, Chairman and CEO, Mr. Steve Saleen. As of September 30, 2014 and March 31, 2014, the Company owed $173,747 and $100,000, respectively, to Mr. Saleen for his unpaid officers’ salary. | ||||||||
(b) | During the six months ended September 30, 2014 and 2013, the Company incurred $63,295 and $62,516, respectively, in General Counsel Services and legal fees expense with Michaels Law Group, a firm owned by its Director and General Counsel, Mr. Jonathan Michaels. During the six months ended September 30, 2014 and 2013, the Company paid $15,550 and $148,258, respectively, in General Counsel Services and legal fees expense with Michaels Law Group. As of September 30, 2014 and March 31, 2014, $71,699 and $23,954, respectively, was payable to Michaels Law Group for these services. | ||||||||
(c) | During the six months ended September 30, 2014, the Company incurred and paid $50,000 and $12,500, respectively, in investment advisor and research services from Top Hat Capital, whose co-founder and Managing Partner, Jeffrey Kraws, is a Director of the Company. As of September 30, 2014 and March 31, 2014, $62,500 and $25,000, respectively, was payable to TopHat Capital for these services. | ||||||||
(d) | During the six months ended September 30 2014, the Company incurred and paid $31,343 and $25,000, respectively, for research report services to Crystal Research Associates, whose co-founder and Chief Executive Officer, Jeffrey Kraws, is a Director of the Company. As of September 30, 2014 $6,343 was payable to Crystal Research Associates for these services. | ||||||||
Other Transactions | |||||||||
During the six months ended September 30, 2013, the Company incurred $88,313 in accounting advisory and CFO services with Miranda & Associates, a firm owned by its former Chief Financial Officer, Mr. Robert Miranda. | |||||||||
During the six months ended September 30, 2013, the Company issued 5,277 shares of its Super Voting Preferred stock or the equivalent of 659,625 shares of its Common Stock, to Robert J. Miranda and Jonathan Michaels (329,811 common shares each). These shares were valued at $250,000, which was recorded as director’s fee expense. These shares were issued in consideration of Messrs. Miranda’s and Michaels’ service on the Company’s board of directors. |
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||
NOTE 8 – STOCKHOLDERS’ EQUITY | |||||||||||||||||
Issuance of common stock | |||||||||||||||||
During the six months ended September 30, 2014, the Company entered into Subscription Agreements with individual accredited investors (the “Subscribers”) pursuant to which the Subscribers purchased an aggregate of 1,183,334 restricted shares of the Company’s common stock at a per share price of $0.15 for aggregate proceeds of $177,500, and also received Common Stock Purchase Warrants to purchase 1,183,334 shares of the Company’s common stock at an exercise price of $0.15 per share. | |||||||||||||||||
During the six months ended September 30, 2014, the Company issued 1,000,000 shares of common stock valued at $170,000 in in exchange for services. | |||||||||||||||||
During the six months ended September 30, 2014, the Company issued 1,285,460 shares of common stock to settle $470,534 of previously recorded accounts to be settled through issuance of equity securities. As a result, the Company reclassified the $470,534 from a liability as of March 31, 2014 to equity during the six months ended September 30, 2014. | |||||||||||||||||
During the six months ended September 30, 2013, the Company issued the equivalent of 12,178 shares of its Super Voting Preferred Stock or 1,522,250 shares of its common stock in exchange for the settlement of claims, conditions of employment, director’s fees, and payment of information technology services. These shares were valued at $576,981 based on management’s estimate of value of the shares issued and was recorded as general and administration expense. | |||||||||||||||||
Omnibus Incentive Plan | |||||||||||||||||
In January 2014, the Company’s board of directors approved the 2014 Omnibus Incentive Plan (the “Plan”), which is administered by the Company’s board of directors or a committee thereof (the “Administrator”) as set forth in the Plan. The Plan provides for the granting of stock options, stock appreciation rights, restricted share awards and restricted stock units to employees, directors (including non-employee directors), advisors and consultants. Grants under the Plan vest and expire based on periods determined by the Administrator, but in no event can the expiration date be later than ten years from the date of grant (five years after the date of grant if the grant is an incentive stock option to an employee who owns more than 10% of the total combined voting power of all classes of the Company’s capital stock (a “10% owner”)). Grants of stock options may be either incentive stock options or nonqualified stock options. The per share exercise price on an option, other than with respect to substitute awards, shall not be less than 100% of the fair market value of the Company’s common stock on the date the option is granted (110% of the fair market value if the grant is to a 10% owner). A total of 28,905,763 shares of common stock have been authorized for issuance and reserved under the Plan. The Plan was approved by the Company’s stockholders on January 13, 2014. | |||||||||||||||||
The Company utilizes the Black-Scholes option valuation model to estimate the fair value of stock options granted. The Company’s assessment of the estimated fair value of stock options is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables and the related tax impact. | |||||||||||||||||
Stock option activity is set forth below: | |||||||||||||||||
Number of Shares | Weighted Average Exercise Price per Share | Aggregate Intrinsic Value | Weighted-Average Remaining Contractual Term (in years) | ||||||||||||||
Balance at March 31, 2014 | — | $ | — | $ | — | — | |||||||||||
Options granted | 10,104,000 | 0.1 | — | — | |||||||||||||
Options cancelled | — | — | — | — | |||||||||||||
Options exercised | — | — | — | — | |||||||||||||
Balance at September 30, 2014 | 10,104,000 | 0.1 | nil | 9.9 | |||||||||||||
Exercisable at September 30, 2014 | 3,271,333 | 0.1 | nil | 9.9 | |||||||||||||
Expected to vest after September 30, 2014 | 6,832,667 | 0.1 | nil | 9.9 | |||||||||||||
The aggregate intrinsic value shown in the table above represents the difference between the fair market value of the Company’s common stock of $0.06 on September 30, 2014 and the exercise price of each option. | |||||||||||||||||
During the six months ended September 30, 2014, the Company recorded stock compensation expense of $353,975 of which $47,972, $190,272, and $115,731 was included in research and development, sales and marketing, and general and administrative expenses, respectively. There were no options outstanding during the six months ended September 30, 2013. Unearned compensation of $523,842 existed at September 30, 2014, related to non-vested stock options, which will be recognized into expense over a weighted average period of 1.9 years. | |||||||||||||||||
Warrants | |||||||||||||||||
The following summarizes warrant activity for the Company during the six months ended September 30, 2014: | |||||||||||||||||
Warrants | Weighted Average Exercise Price | Weighted Average Remaining | |||||||||||||||
Contractual Term | |||||||||||||||||
Outstanding March 31, 2014 | 11,252,245 | $ | 0.15 | 4.3 | |||||||||||||
Issued | 2,110,854 | 0.15 | 4.6 | ||||||||||||||
Exercised | (50,000 | ) | 0.15 | — | |||||||||||||
Outstanding September 30, 2014 | 13,313,099 | $ | 0.15 | 4.4 | |||||||||||||
During the six months ended September 30, 2014, warrants to purchase 50,000 shares of the Company’s common stock were exercised for total proceeds of $7,500. As of September 30, 2014, 13,313,099 warrants were exercisable and the intrinsic value of the warrants was nil. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
NOTE 9 – COMMITMENTS AND CONTINGINCIES | |
Purchase Commitments | |
In April 2014, the Company entered into an agreement with BASF to exclusively use BASF’s products for paint work. The agreement continues from May 2014 until the Company purchases in aggregate $4,131,000 of BASF products. If the aggregate purchases of BASF products are less than $1,697,000 over a period of 36 consecutive months, the Company is required to repay BASF 6.1% of the shortfall between $1,697,000 and the amount it actually purchased over this period. In consideration for the Company’s exclusive use of BASF’s products and fulfilling this purchase commitment, BASF paid the Company $250,000, which was recorded as deferred vendor consideration. This amount will be recorded as a reduction of cost of services based on a systematic and rational allocation of the cash consideration offered to the underlying transaction. | |
In May 2014, the Company entered into an agreement with FinishMaster, Inc. (“FinishMaster”) to exclusively use FinishMaster’s paint material supplies. The agreement continues from May 2014 until the Company purchases in aggregate $1,555,000 of FinishMaster products. In consideration for the Company’s exclusive use of FinishMaster’s products and fulfilling this purchase commitment, FinishMaster paid the Company $25,000, which was recorded as deferred vendor consideration, and FinishMaster will pay an additional $25,000 upon the achievement of purchase level milestones, as outlined in the agreement. Should the Company not complete a set purchase level milestone, the Company would be required to re-pay the $25,000 along with $11,475 compensation to FinishMaster. This initial amount paid will be recorded as a reduction of cost of services based on a systematic and rational allocation of the cash consideration offered to the underlying transaction. | |
Litigation | |
The Company is involved in certain legal proceedings that arise from time to time in the ordinary course of its business. The Company is currently a party to several legal proceedings related to claims for payment that are currently accrued for in its financial statements as accounts or notes payable. Except for income tax contingencies (commencing April 1, 2009), the Company records accruals for contingencies to the extent that management concludes that the occurrence is probable and that the related amounts of loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. Material legal proceedings that are currently pending are as follows: | |
SSC is the plaintiff in a case filed against Douglas Lopez & Rumm, LLP, Diana Lopez and Dana Douglas on October 16, 2012 in the California Superior Court, Orange County, for legal malpractice for their failure to adequately represent SSC in its litigation against Connects Marketing for the installation of defective engines in SSC vehicles. The defendants filed a cross-complaint against SSC and Saleen for payment for legal services rendered in the amount of $10,000. Defendant Dana Douglas has filed bankruptcy, and all claims against her have been stayed. In May 2014, SSC settled this matter in exchange for payment from Defendant Diana Lopez of $15,000, via monthly payments. Payments are to continue through approximately September 2015, after which this matter will be dismissed. | |
SSC is the plaintiff in a case filed against Inland Empire Auto Body & Paint, Inc. on August 8, 2012 in the California Superior Court, Riverside County, for breach of contract related to several paint jobs performed by Inland Empire on SSC vehicles. In July 2014, SSC settled this matter in exchange for payment of $15,000 from Inland Empire Auto Body & Paint, Inc., payable via monthly payments. Payments are to continue through approximately March 2016, after which this matter will be dismissed. | |
SSC is a defendant in the case of Riverside County Transportation Commission v. Haupert, et.al., filed on November 8, 2013, in the California Superior Court, Riverside County, for eminent domain of a portion of the property on which SSC’s offices are located. SSC’s landlord, Mr. Haupert, is undertaking the defense of this matter on SSC’s behalf; SSC bears no expense for this litigation. It is unclear what effect, if any, this litigation will have on SSC. | |
In February 2014, SSC received a Complaint from a bank alleging, among other matters, breach of contract due to non-timely payment of November and December 2013 principal amounts owed, which were paid as of December 31, 2013, and the occurrence of a change in control as a result of the Merger. In April 2014, the bank agreed to dismiss the suit in exchange for the payment of $124,000 that was applied towards principal and unpaid fees along with advance loan principal and interest for May, September and July 2014, and the Company’s agreement to pay the remaining recorded balance to the bank in August 2014. In August 2014, the bank agreed to extend this date by 90 days to November 2014 in exchange for $30,000 to be applied towards principal and interest on the loan. | |
In September 2014, the Company received a Complaint from Green Global Automotive B.V. (“GAA”) alleging causes of action for breach of contract and breach of the covenant of good faith and fair dealing, related to a European Distribution Agreement entered into in September 2011 between GAA and Saleen Electric Automotive, Inc., which was merged into the Company in June 2013. The suit seeks contract and economic damages of $50,000 along with compensatory damages, restoration, lost profits and attorneys’ fees. Management is currently evaluating the merits of this case, if any, and is working to uncertain the impact on the Company’s financial statements, if any. | |
In September 2014, the Company received a Complaint from Ford of Escondido for 1) claim and delivery of personal property, 2) money due on a contract, and 3) common count. The Company and Home Heller Ford, which was merged into Ford of Escondido, are parties to a supply agreement entered into in May 2013. Specifically, Ford of Escondido seeks payment of seven (7) Ford Mustangs for a total of $222,871 plus interest and attorneys’ fees, less any amounts to be credited to the Company pursuant to proceeds of sale. As of September 30, 2014, the Company has included in accounts payable the cost of four (4) vehicles, which the Company believes are owed to Ford of Escondido and disagrees with Ford of Escondido’s number of vehicles and related amount owed. As such, the Company believes Ford of Escondido’s claims are without merit and has responded to the Complaint including claims that Ford of Escondido breached said supply agreement. There has been no response to the Company’s position and the outcome is uncertain; however, the Company believes this matter will not have a material impact, if any, on the Company’s financial statements. | |
Although the Company’s management currently believes that resolving claims against the Company, individually or in aggregate, will not have a material adverse impact on its financial statements, these matters are subject to inherent uncertainties and management’s views of these matters may change in the future. |
Subsequent_Events
Subsequent Events | 6 Months Ended | |
Sep. 30, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events | ' | |
NOTE 10 – SUBSEQUENT EVENTS | ||
Convertible Notes | ||
a) | On October 2, 2014, the Company issued a note in the amount of $55,000, pursuant to a Securities Purchase Agreement and 8% convertible Notes under the same terms and as discussed in Note 5. | |
b) | On October 14, 2014, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor in a private placement pursuant to which the Company issued two convertible notes each in the principal amount of $55,125 (increasing by 10% if not paid at maturity) (the “Notes”). Each Note bears interest at 8% (24% during the occurrence of an event of default) and matures on October 14, 2015. The Notes were issued at a 5% original issue discount such that the consideration provided for each Note was $52,500. The Company issued the first Note in consideration of the holder’s payment to the Company of cash, and the Company issued the second in consideration of holders’s issuance to the Company of an offsetting Note in the principal amount of $52,500. The offsetting Note is secured by a pledge of the Notes the Company issued to the holder. The holder is not permitted to convert the second Note until it fully pays and satisfies its obligations under its offsetting Note. | |
The Company may prepay the Notes, provided that if the Notes are prepaid within 90 days or between 91 to 180 days of the issuance date, the Company would be required to pay 135% or 150%, respectively, of the face amount plus accrued interest. The Company may not prepay the Notes after 180 days of issuance. Further, upon a change in control the holder may request the Company to redeem each Note for 150% of the face amount plus accrued interest, or the holder may elect to convert outstanding principal and interest into common stock in accordance with the conversion provisions of each Note. | ||
The Notes are convertible into shares of Common Stock at the option of the holder commencing on the 180th day following the date of the Notes and ending on the later of the maturity date or date of full payment of principal and interest. The principal amount of the Note along with, at the holder’s option, any unpaid interest and penalties is convertible at a price per share equal to the greater of (a) 61% of the average of the lowest two trading prices of common stock during the 18 trading day period ending on the conversion date, and (b) $0.00005. In addition, the conversion price is subject to standard anti-dilution provisions whereby if the Company consummates a reorganization transaction, pays dividends or enters into a stock split of its common shares the conversion price would adjust proportionally. As of the date of issuance and assuming that the holder had the right to convert the Notes, the Notes would have been convertible into approximately 2,259,221 shares of Common Stock. Per agreement, the Company is required to reserve a sufficient number of shares of common stock for the conversion of these Notes, initially set as 8,815,000 shares of Common Stock. | ||
As the initial conversion price reflected a price discount below the fair market value of the Company’s common stock as of the issuance date of the Notes, the Company determined that there was deemed a beneficial conversion feature associated with these Notes. As such, the Company will record $35,244 in the quarter ending December 31, 2014 representing the intrinsic value of the beneficial conversion feature at the issuance date of the Notes in additional paid-in capital. The value of the beneficial conversion feature will be amortized as additional interest expense over the term of the Notes. | ||
c) | On October 15, 2014, the Company issued a 10% Convertible Note (the “10% Note”) to a separate accredited investor in the principal amount of $50,000. The 10% Note bears interest at 10% per annum (20% per annum if not paid when due) and is payable upon demand at any time on or after April 15, 2015. Until 120 days after the issuance date, the 10% Note will have a redemption premium of 135% of the principal amount and may be prepaid without the holder’s consent, and thereafter through the maturity date, a redemption premium of 150% of the principal amount, provided that the investor must approve such pre-payment. Upon the occurrence of an event of default the holder may declare the 10% Note immediately due and payable. | |
Amounts due under the 10% Note are convertible into shares of common stock at the lower of 58% of the lowest trading price of common stock during the 20 trading day period prior to (i) the conversion date and (ii) the execution date. In addition, the conversion price is subject to standard anti-dilution provisions whereby if the Company consummates a reorganization transaction, pays dividends or enters into a stock split of its common shares the conversion price would adjust proportionally. As of the date of issuance and assuming that the holder had the right to convert the Notes, the Notes would have been convertible into approximately 2,155,172 shares of Common Stock. Per agreement, the Company is required to reserve 7,000,000 shares of common stock for the conversion of this Note. | ||
As the initial conversion price reflected a price discount below the fair market value of the Company’s common stock as of the issuance date of the Notes, the Company determined that there was deemed a beneficial conversion feature associated with these Notes. As such, the Company will record $36,207 in the quarter ending December 31, 2014 representing the intrinsic value of the beneficial conversion feature at the issuance date of the Notes in additional paid-in capital. The value of the beneficial conversion feature will be amortized as additional interest expense over the term of the Notes. | ||
d) | On October 28, 2014, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor in a private placement pursuant to which the Company issued a Convertible Note in the principal amount of $75,000 (the “Note”). The investor, at their option, may grant five additional Notes with a principal amount of $25,000 each (the “Notes”). Each Note bears interest at 8% and matures twelve months after issuance. The Notes has an original issue discount of 5% and the Company may prepay the Notes at any time upon mutual consent, provided the Company would be required to pay 125% of the face amount plus accrued interest. | |
The Notes are convertible into shares of Common Stock at the option of the holder at any time following the date of the Note and ending on the later of the maturity date or date of full payment of principal and interest. The principal amount of the Notes along with, at the holder’s option, any unpaid interest and penalties is convertible at a price per share equal to the greater of (a) 65% (or 60% in the event the Company’s stock price is less than $0.02 per share) of the average of the three lowest VWAP for the 20 consecutive trading days prior to the conversion date, and (b) $0.001. In addition, the conversion price is subject to standard anti-dilution provisions whereby if the Company consummates a reorganization transaction, pays dividends or enters into a stock split of its common shares the conversion price would adjust proportionally. As of the date of issuance and assuming that the holder had the right to convert the Note, the Note would have been convertible into approximately 4,180,571 shares of Common Stock. Per agreement, the Company is required to reserve a sufficient number of shares of common stock for the conversion of these Notes of 8,000,000 shares of Common Stock. | ||
As the initial conversion price reflected a price discount below the fair market value of the Company’s common stock as of the issuance date of the Note, the Company determined that there was deemed a beneficial conversion feature associated with the Note. As such, the Company will record $45,096 in the quarter ending December 31, 2014 representing the intrinsic value of the beneficial conversion feature at the issuance date of the Note in additional paid-in capital. The value of the beneficial conversion feature will be amortized as additional interest expense over the term of the Note. | ||
e) | On November 6, 2014, the Company entered into a Convertible Note (the “Note”) with an accredited investor in a private placement pursuant to which the Company issued a Note in the principal amount of $60,000 (the “Note”). The investor, at their option, may grant additional Convertible Notes up to $360,000 (the “Notes”). The Notes bear interest at 12% (0% if paid within 90 days of issuance) and matures two years after issuance. The Notes include an original issue discount of 10% and the Company may prepay the Notes at any time. | |
The Notes are convertible into shares of Common Stock at the option of the holder at any time following the date of the Note and ending on the later of the maturity date or date of full payment of principal and interest. The principal amount of the Notes along with, at the holder’s option, any unpaid interest and penalties is convertible at a price per share equal to the greater of (a) 60% of the lowest trade price in the 25 trading days previous to the conversion and $0.00005. As of the date of issuance and assuming that the holder had the right to convert the Note, the Note would have been convertible into approximately 3,333,333 shares of Common Stock. Per agreement, the Company is required to reserve a sufficient number of shares of common stock for the conversion of these Notes of 40,000,000 shares of Common Stock. | ||
As the initial conversion price reflected a price discount below the fair market value of the Company’s common stock as of the issuance date of the Note, the Company determined that there was deemed a beneficial conversion feature associated with these Notes. As such, the Company will record $40,000 in the quarter ending December 31, 2014 representing the intrinsic value of the beneficial conversion feature at the issuance date of the Note in additional paid-in capital. The value of the beneficial conversion feature will be amortized as additional interest expense over the term of the Note. | ||
Stock Options | ||
In October 2014, the Company’s board of directors approved the grant of options to two independent contractors to purchase up to 2,000,000 shares each of the Company’s common stock at an exercise price of $0.03 per share. The options fully vest immediately. The Company valued the options at $104,400 using the Black-Scholes-Merton option pricing model using the following assumptions: (i) fair market value of stock of $0.03; (ii) dividend yield of 0%; (iii) expected volatility of 100%; (iv) risk free rate of 2.25% and (v) expected term of 6 years. |
Nature_of_the_Business_and_Sig1
Nature of the Business and Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Description of the Company | ' | ||||||||||||||||
Description of the Company | |||||||||||||||||
The Company designs, develops, manufactures and sells high performance vehicles built from base chassis’ of Ford Mustangs, Chevrolet Camaros, Dodge Challengers and Tesla Model S vehicles. The Company is a low volume vehicle design, engineering and manufacturing company focusing on the mass customization (the process of customizing automobiles that are mass produced by the manufacturers (Ford, Chevrolet, Dodge and Tesla)) of OEM American Sports and Electric Vehicles. A high performance car is an automobile that is designed and constructed specifically for speed and performance. The design and construction of a high performance car involves not only providing a capable power train but also providing the handling, aerodynamics and braking systems to support it. The Company’s Saleen-branded products include a complete line of upgraded high performance vehicles, automotive aftermarket specialty parts and lifestyle accessories. | |||||||||||||||||
History of the Company | ' | ||||||||||||||||
History of the Company | |||||||||||||||||
Saleen Automotive, Inc. (formerly W270, Inc.) was incorporated under the laws of the State of Nevada on June 24, 2011. The Company issued 5,000,000 shares of its common stock to Mr. Wesley Fry (“Fry”) at inception. Following its formation, the Company issued an additional 1,000,000 shares of its common stock to Fry. On June 21, 2012, the Company issued 2,000,000 shares of its common stock for a total of $20,000. | |||||||||||||||||
On November 30, 2012, Fry and W-Net Fund I, L.P. ( “W-Net”), entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which Fry sold to W-Net 75.0% of the issued and outstanding shares of the Company’s common stock. | |||||||||||||||||
Merger | ' | ||||||||||||||||
Merger | |||||||||||||||||
On May 23, 2013, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Saleen California Merger Corporation, its wholly-owned subsidiary, Saleen Florida Merger Corporation, its wholly-owned subsidiary, Saleen Automotive, Inc. (“Saleen Automotive”), SMS Signature Cars (“SMS” and together with Saleen Automotive, the “Saleen Entities”) and Steve Saleen (“Saleen” and together with the Saleen Entities, the “Saleen Parties”). The closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Merger”) occurred on June 26, 2013. At the Closing (a) Saleen California Merger Corporation was merged with and into SMS with SMS surviving as one of the Company’s wholly-owned subsidiaries; (b) Saleen Florida Merger Corporation was merged with and into Saleen Automotive with Saleen Automotive surviving as one of the Company’s wholly-owned subsidiaries; (c) holders of the outstanding capital stock of Saleen Automotive received an aggregate of 554,057 shares of the Company’s Super Voting Preferred Stock, which was subsequently converted into 69,257,125 shares of the Company’s common stock and holders of the outstanding capital stock of SMS received no consideration for their shares; and (d) approximately 93% of the beneficial ownership of the Company’s common stock (on a fully-diluted basis) was owned, collectively, by Saleen Parties (including 341,943 shares of the Company’s Super Voting Preferred Stock, which was subsequently converted into 42,742,875 shares of the Company’s common stock, issued to Saleen pursuant to the Assignment and License Agreement) and the former holders of the outstanding capital stock of Saleen Automotive. As a result of the Merger the Company is solely engaged in the Saleen Entities’ business, Saleen Automotive’s then officers became the Company’s officers and Saleen Automotive’s then three directors became members of the Company’s five-member board of directors. On June 17, 2013, the Company consummated a merger with WSTY Subsidiary Corporation, its wholly-owned subsidiary, pursuant to which the Company amended its articles of incorporation to change its name to Saleen Automotive, Inc. In October 2013, SMS effected an amendment to its articles of incorporation to change its name to Saleen Signature Cars. In January 2014, the Company effected an increase in the number of its common shares authorized to 500,000,000 and all the remaining shares of Super Voting Preferred Stock were converted into common stock of the Company and the Super Voting Preferred Stock ceased to be a designated series of the Company’s preferred stock. | |||||||||||||||||
As the owners and management of Saleen Automotive had voting and operating control of the Company after the Merger, the transaction was accounted for as a recapitalization with the Saleen Entities deemed the acquiring companies for accounting purposes, and the Company deemed the legal acquirer. Due to the change in control, the condensed consolidated financial statements reflect the historical results of the Saleen Entities prior to the Merger and that of the consolidated company following the Merger. Common stock and the corresponding capital amounts of the Company pre-Merger have been retroactively restated as of the earliest periods presented as capital stock reflecting the exchange ratio in the Merger. The amount of debt assumed upon the Merger of $39,547, legal and closing costs of $46,000, and a dividend of an aggregate amount of $280,000 paid to our stockholders as of May 23, 2013 have been reflected as a cost of the Merger in the statement of operations for the six months ended September 30, 2013. | |||||||||||||||||
Consolidation Policy | ' | ||||||||||||||||
Consolidation Policy | |||||||||||||||||
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Saleen Automotive, Inc. a Florida corporation, Saleen Signature Cars, a California corporation and Saleen Sales Corporation, a California corporation. Intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||||||
Reclassification of Certain Prior Year Information | ' | ||||||||||||||||
Reclassification of Certain Prior Year Information | |||||||||||||||||
The Company has reclassified certain prior year amounts to conform to the current year presentation. This included 1) reclassification of engineering salaries of $153,885 and $245,291 for the three and six month periods ended September 30, 2013, respectively, from general and administrative expenses to research and development expenses; 2) reclassification of sales and marketing salaries of $160,372 and $258,626 for the three and six month periods ended September 30, 2013, respectively from general and administrative expenses to sales and marketing expenses; and 3) reclassification of promotional trade discount expenses of $32,216 and $44,368 for the three and six month periods ended September 30, 2013, respectively, to revenue from sales and marketing expenses. The reclassification of these amounts had no impact on consolidated net loss or cash flows. | |||||||||||||||||
Going Concern | ' | ||||||||||||||||
Going Concern | |||||||||||||||||
The Company’s condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the six months ended September 30, 2014, the Company incurred an operating loss of $3,056,980 and utilized $1,714,196 of cash in operations. The Company also had a stockholders’ deficit and working capital deficit of $5,718,593 and $4,966,212, respectively, as of September 30, 2014, and as of that date, the Company owed $583,900 in past unpaid payroll taxes; $1,148,574 of accounts payable was greater than 90 days past due; $352,795 of outstanding notes payable were in default; and $398,176 is owed to a bank as of November 2014, which the Company has not paid and expects to be in default unless the bank agrees to another extension. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s independent auditors, in their audit report for the year ended March 31, 2014, expressed substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. | |||||||||||||||||
The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations. At September 30, 2014 the Company had cash on hand in the amount of $7,261 and is not generating sufficient funds from operations to cover current operating expenses. During the six months ended September 30, 2014, the Company raised $406,000 through the issuance of convertible notes, $150,000 through the issuance of notes payable to related parties, and entered into Subscription Agreements with individual accredited investors (the “Subscribers”) pursuant to which the Subscribers purchased from the Company an aggregate of 1,183,334 of restricted common shares at a per share price of $0.15 for aggregate proceeds of $177,500. However, additional funding will be needed to continue operations through December 31, 2014. In addition, the Company will need and is currently seeking additional funds, primarily through the issuance of debt or equity securities for cash to operate its business through and beyond December 31, 2014. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions and covenants on its operations, in the case of debt financing or cause substantial dilution for its stockholders, including diluting Saleen below 50% ownership, in the case of convertible debt and equity financing. | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
Financial statements prepared in accordance with accounting principles generally accepted in the United States require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management estimates include the estimated collectability of its accounts receivable, the valuation of the S7 Supercar held for sale, the valuation of long lived assets, warranty reserves, the assumptions used to calculate its derivative liabilities, and equity instruments issued for financing and compensation. Actual results could differ from those estimates. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company accounts for the fair value of financial instruments in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (ASC) topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements”. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. | |||||||||||||||||
Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: | |||||||||||||||||
Level 1 Quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2 Inputs, other than the quoted prices in active markets, that is observable either directly or indirectly. | |||||||||||||||||
Level 3 Unobservable inputs based on the Company’s assumptions. | |||||||||||||||||
The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, accrued liabilities, and notes payable. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. | |||||||||||||||||
As of September 30, 2014 and March 31, 2014, the Company’s condensed consolidated balance sheet included the fair value of a derivative liability of $214,728 and $5,032,786, respectively, which was based on Level 2 measurements. There were no other investments or liabilities of the Company measured and recorded at fair value as of September 30, 2014 and March 31, 2014. | |||||||||||||||||
Derivative Financial Instruments | ' | ||||||||||||||||
Derivative Financial Instruments | |||||||||||||||||
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |||||||||||||||||
Inventories | ' | ||||||||||||||||
Inventories | |||||||||||||||||
30-Sep-14 | 31-Mar-14 | ||||||||||||||||
(unaudited) | |||||||||||||||||
Parts and work in process | $ | 91,080 | $ | 183,941 | |||||||||||||
S7 Supercar held for sale | 250,000 | 250,000 | |||||||||||||||
Total inventories | $ | 341,080 | $ | 433,941 | |||||||||||||
Income Taxes | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
The Company accounts for income taxes under FASB ASC 740-10-25. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |||||||||||||||||
The Company maintains a valuation allowance with respect to deferred tax assets. The Company established a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry forward period under the Federal tax laws. | |||||||||||||||||
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of any related deferred tax asset. Any change in the valuation allowance would be included in income in the year of the change in estimate. | |||||||||||||||||
Stock Compensation | ' | ||||||||||||||||
Stock Compensation | |||||||||||||||||
The Company uses the fair value recognition provision of ASC 718, “Stock Compensation,” which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments. The Company uses the Black-Scholes-Merton option pricing model to calculate the fair value of any equity instruments on the grant date that vests over a period of time. | |||||||||||||||||
The Company also uses the provisions of ASC 505-50, “Equity Based Payments to Non-Employees,” to account for stock-based compensation awards issued to non-employees for services. Such awards for services are recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50. | |||||||||||||||||
Income (Loss) per Share | ' | ||||||||||||||||
Income (Loss) per Share | |||||||||||||||||
The Company’s computation of earnings (loss) per share (EPS) includes basic and diluted EPS. The basic EPS is calculated by dividing the Company’s net income (loss) available to common stockholders by the weighted average number of common shares during the period. The diluted EPS is calculated by dividing the Company’s net income (loss) available to common stockholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. Certain dilutive common shares are excluded from the diluted income (loss) per share calculation if the effects of such dilutive common shares are anti-dilutive. In computing diluted EPS, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. | |||||||||||||||||
Weighted average number of shares outstanding has been retroactively restated for the equivalent number of shares received by the accounting acquirer as a result of the reverse merger as if these shares had been outstanding as of the beginning of the earliest period presented. Weighted average shares outstanding include, as of the earliest period presented, the equivalent number of common shares that were converted upon conversion of all the Super Voting Preferred Stock, as these shares have the same characteristics of common stock. | |||||||||||||||||
Warrants, options and other potentially dilutive debt securities that are anti-dilutive have been excluded from the dilutive calculation when their exercise price or conversion price exceeds the average stock market price during the period or the effect would be anti-dilutive when applying to a net income (loss) during the period presented. The following table presents a reconciliation of basic and diluted shares for the three and six month periods ended September 30, 2014 and 2013: | |||||||||||||||||
Three Month Periods Ended | Six Month Periods Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Basic weighted-average number of common shares outstanding | 151,186,865 | 120,000,000 | 142,095,832 | 120,000,000 | |||||||||||||
Diluted effect of potentially dilutive convertible debt | — | — | 65,375,262 | — | |||||||||||||
Diluted weighted-average number of potential common shares outstanding | 151,186,865 | 120,000,000 | 207,471,094 | 120,000,000 | |||||||||||||
Potential common shares excluded from the per share computations as the effect of their inclusion would not be dilutive | 213,529,045 | 40,000,000 | 149,264,897 | 21,333,333 | |||||||||||||
Significant Concentrations | ' | ||||||||||||||||
Significant Concentrations | |||||||||||||||||
Sales to two separate customers comprised 10% and 15% of revenues for the three and six months ended September 30, 2014, respectively. Two different customers comprised 44% and 29% of accounts receivable as of September 30, 2014. No customers had accounts receivable in excess of 10% at March 31, 2014 or revenues in excess of 10% during the three and six months ended September 30, 2013. | |||||||||||||||||
Recently Issued Accounting Standards | ' | ||||||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||
On May 28, 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently evaluating the impact, if any, on adopting ASU 2014-09 on the Company’s results of operations or financial condition. | |||||||||||||||||
In April 2014, the FASB issued Accounting Standards Update No. 2014-08 (ASU 2014-08), Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360). ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company’s operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. Management is currently evaluating the impact, if any, of adopting ASU 2014-08 on the Company’s results of operations or financial condition. | |||||||||||||||||
In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (ASU 2014-15), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. | |||||||||||||||||
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements. |
Nature_of_the_Business_and_Sig2
Nature of the Business and Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Inventories | ' | ||||||||||||||||
Inventories | |||||||||||||||||
30-Sep-14 | 31-Mar-14 | ||||||||||||||||
(unaudited) | |||||||||||||||||
Parts and work in process | $ | 91,080 | $ | 183,941 | |||||||||||||
S7 Supercar held for sale | 250,000 | 250,000 | |||||||||||||||
Total inventories | $ | 341,080 | $ | 433,941 | |||||||||||||
Schedule of Reconciliation of Basic and Diluted Shares | ' | ||||||||||||||||
The following table presents a reconciliation of basic and diluted shares for the three and six month periods ended September 30, 2014 and 2013: | |||||||||||||||||
Three Month Periods Ended | Six Month Periods Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Basic weighted-average number of common shares outstanding | 151,186,865 | 120,000,000 | 142,095,832 | 120,000,000 | |||||||||||||
Diluted effect of potentially dilutive convertible debt | — | — | 65,375,262 | — | |||||||||||||
Diluted weighted-average number of potential common shares outstanding | 151,186,865 | 120,000,000 | 207,471,094 | 120,000,000 | |||||||||||||
Potential common shares excluded from the per share computations as the effect of their inclusion would not be dilutive | 213,529,045 | 40,000,000 | 149,264,897 | 21,333,333 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 6 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
Property and equipment consisted of the following: | |||||||||
30-Sep-14 | 31-Mar-14 | ||||||||
Tooling | $ | 485,098 | $ | 470,399 | |||||
Equipment | 321,188 | 264,837 | |||||||
Leasehold improvements | 203,314 | 203,311 | |||||||
Construction-in-progress | 153,807 | — | |||||||
Total, cost | 1,163,407 | 938,548 | |||||||
Accumulated Depreciation and Amortization | (501,439 | ) | (391,724 | ) | |||||
Total Property, Plant and Equipment | $ | 661,968 | $ | 546,824 |
Notes_Payable_Tables
Notes Payable (Tables) | 6 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Secured and Unsecured Notes Payable | ' | ||||||||
Notes payable are comprised as follows: | |||||||||
30-Sep-14 | 31-Mar-14 | ||||||||
Senior secured note payable to a bank, secured by all assets of Saleen Signature Cars, guaranteed by the U.S. Small Business Administration and personally guaranteed by the Company’s CEO, payable in full in Novemer 2014 (1) | $ | 398,176 | $ | 442,479 | |||||
Subordinated secured bonds payable, interest at 6% per annum payable at various maturity dates, currently in default (2) | 97,000 | 97,000 | |||||||
Subordinated secured note payable, interest at 10% per annum, payable March 16, 2010, currently in default (3) | 61,046 | 61,046 | |||||||
Subordinated secured note payable for legal services rendered, non-interest bearing, payable on October 25, 2013, currently in default (4) | 37,749 | 37,749 | |||||||
Note and bond payable (5) | - | 517,500 | |||||||
Unsecured notes payable, interest at 10% per annum payable on various dates from July 31 to March 31, 2010, currently in default (6) | 55,000 | 120,000 | |||||||
Total notes payable | $ | 648,971 | $ | 1,275,774 | |||||
-1 | On February 6, 2014, Saleen Signature Cars received a Complaint from the bank filed in California Superior Court, Riverside County alleging, among other matters, breach of contract due to non-timely payment of November and December 2013 principal amounts owed, which were paid as of March 31, 2014, and the occurrence of a change in control as a result of the Merger. In April 2014, the Company entered into a settlement arrangement with the bank whereby the bank dismissed this case in exchange for payment of $124,000 that was applied towards principal and unpaid fees along with advance loan principal and interest for May, September and July 2014. In accordance with the settlement arrangement, the Company was required to pay $418,429 to this bank in August 2014 as full settlement of remaining principal amount owed. In August 2014, the bank agreed to extend this date by 90 days to November 2014 in exchange for $30,000 to be applied towards principal and interest on the loan. | ||||||||
-2 | Bonds and notes issued on March 1, 2008, 2009 and 2010, payable in full upon one year from issuance. The Bonds accrue interest at 6% per annum and are secured by the personal property of Saleen Signature Cars. As of September 30, 2014 and March 31, 2014, respectively, the Bonds were in default due to non-payment. | ||||||||
-3 | Note payable issued on March 16, 2010 due in full on March 16, 2011. The note accrued interest at 10% per annum and was secured by three vehicles held in inventory by Saleen Signature Cars. On June 7, 2013, the Company entered into a Settlement Agreement and Mutual General Release by canceling this note and issuing a new unsecured 6% note payable due on or before August 19, 2013. The note was in default as of September 30, 2014 and March 31, 2014 due to non-payment. | ||||||||
-4 | Non-interest bearing note payable dated January 25, 2013 due in full on October 25, 2013 or earlier upon the occurrence of certain events that have not occurred. The note is secured by certain of the Company’s intellectual property. The note was in default as of September 30, 2014 and March 31, 2014 due to non-payment. | ||||||||
-5 | As of March 31, 2014, the Company was indebted on a $317,500 subordinated 6% bond and a $200,000 10%, note payable. On May 7, 2014, the Company, along with its subsidiaries and Steve Saleen, entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Thomas Del Franco and Jason B. Cruz (the “Del Franco Parties”), pursuant to which the Del Franco Parties agreed to fully and finally settle a claim filed against the Company for outstanding Bond and note payables to Thomas Del Franco, which consisted of a Bond and note payable of $317,500 and $200,000, respectively, and unpaid interest of $187,535 in exchange for (1) the Company’s payment to Mr. Del Franco of $250,000 (the “Settlement Payment”) and (2) issuance of 2,250,000 shares of the Company’s common stock (the “Settlement Shares” and together with the Settlement Payment, the “Settlement Amount”). The Settlement Shares had a value of $382,500 based on the closing price of the Company’s common stock on May 7, 2014 of $0.17. The parties to the Settlement Agreement also agreed to release each other from all claims arising from their prior business dealings. The Del Franco Parties have agreed to a contractual restriction on the sale of the Settlement Shares whereby for a period of 12 months from and after the expiration of any applicable restricted periods imposed by applicable federal and state securities laws and regulations, including Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), the Del Franco Parties will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, more than 200,000 of the Settlement Shares in any given calendar month. The Company recognized a gain of $72,265 in the Statement of Operations during the six months ended September 30, 2014 based on the difference between the value of the common shares and the amount recorded as of the date of settlement. | ||||||||
-6 | As of March 31, 2014, the Company had outstanding $100,000 and $20,000 unsecured 10% notes payable. In June 2014, the Company entered into a Settlement Agreement and Mutual Release agreement with Jim Marsh American Corporation (“Marsh”) for one of the notes that had an outstanding principal and interest of $100,000 and $53,374, respectively, in exchange for (1) issuance of 800,000 shares of its common stock and (2) cash payment of $35,000. The Company issued the common shares in June 2014 and determined the value to be $112,000, which was based on the value of the common stock of $0.14 as of the date of settlement. The remaining cash payment of $35,000 was unpaid and was included in notes payable as of September 30, 2014. In addition, the other $20,000 Note remains outstanding as of September 30, 2014. |
Notes_Payable_to_Related_Parti1
Notes Payable to Related Parties (Tables) | 6 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Notes Payable Secured and Unsecured Related parties | ' | ||||||||
Notes payable to related parties are as follows: | |||||||||
30-Sep-14 | 31-Mar-14 | ||||||||
Unsecured note payable to a stockholder, due on April 1, 2014, currently in default. (1) | $ | 102,000 | $ | 102,000 | |||||
Unsecured note payable to a stockholder, interest at 10% per annum payable at various maturity dates, settled in April 2014. (2) | — | 32,452 | |||||||
Unsecured 10% note payable to a stockholder, payable on demand | 135,000 | — | |||||||
Unsecured $100,000 revolving promissory note to a stockholder, interest at 12% per annum payable in full on November 15, 2014. $10,000 available at September 30, 2014. | 90,000 | 75,000 | |||||||
Total notes payable, related parties | $ | 327,000 | $ | 209,452 | |||||
-1 | The Company had borrowed an aggregate of $102,000 from a stockholder in prior years which went into default. On May 21, 2013, the Company entered into a Settlement Agreement and Mutual General Release by cancelling the note and agreeing to enter into a new note to pay $135,000 on or before April 1, 2014, which represented principal of $102,000 plus interest of $33,000 to be accrued through April 1, 2014. The note was in default as of September 30, 2014 due to non-payment. | ||||||||
-2 | Unsecured note payable to a related party issued on November 3, 2008 for original principal of $60,000 bearing interest at 10% per annum and due in full on February 10, 2009. In April 2014, the Company entered into a Settlement Agreement and Mutual General Release with this note holder whereby it agreed to issue 527,520 shares of its common stock along with a five-year warrant to purchase 527,520 shares of its common stock at an exercise price of $0.15 per share in exchange for cancellation of $32,452 of principal and $1,960 of accrued interest. The value of the common stock issued was $105,504 based on a stock price of $0.20 on date of settlement. The Company valued the warrants at $82,662 using the Black-Scholes-Merton option pricing model using the following assumptions: (i) fair market value of stock of $0.21; (ii) dividend yield of 0%; (iii) expected volatility of 100%; (iv) risk free rate of 1.75% and (v) expected term of 5 years. The loss on the settlement of this note of $153,754 was provided for and accrued for as of March 31, 2014. |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 6 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Senior Secured Convertible Notes Payable | ' | ||||||||
Convertible notes payable are as follows: | |||||||||
30-Sep-14 | 31-Mar-14 | ||||||||
Senior secured convertible notes payable to a private accredited investor group, convertible into 27,797,573 shares of common stock (including accrued interest) as of September 30, 2014, interest accrued at 3% per annum, notes mature on September 25, 2017 | $ | 2,001,720 | $ | 2,586,732 | |||||
Unsecured convertible notes payable to private accredited investor group, convertible into 61,646,190 shares of common stock (including accrued interest) as of September 30, 2014, interest accrued at 7% per annum, notes mature in March 2017 | 2,500,000 | 2,250,000 | |||||||
Unsecured convertible notes payable to a private accredited investor, convertible into 3,729,071 shares of common stock (including accrued interest) as of September 30, 2014, interest accrued at 8% per annum, notes mature in June 2015 | 156,000 | — | |||||||
4,657,720 | 4,836,732 | ||||||||
Less: discount on notes payable | (3,184,972 | ) | (3,498,981 | ) | |||||
Notes payable, net of discount | 1,472,748 | 1,337,751 | |||||||
Less: notes payable, current | (16,041 | ) | — | ||||||
Notes payable, long-term | $ | 1,456,707 | $ | 1,337,751 |
Derivative_Liability_Tables
Derivative Liability (Tables) | 6 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||
Schedule of Derivative Liabilities | ' | ||||||||||||
During 2014 the derivative liability was valued at the following dates using a Black-Scholes-Merton model with the following assumptions: | |||||||||||||
30-Sep-14 | 17-Jun-14 | 31-Mar-14 | |||||||||||
Conversion feature: | |||||||||||||
Risk-free interest rate | 0.08 | % | 0.02 | % | 0.05 | % | |||||||
Expected volatility | 125 | % | 100 | % | 100 | % | |||||||
Expected life (in years) | .70 years | 0 years | .25 years | ||||||||||
Expected dividend yield | — | — | — | ||||||||||
Fair Value: | |||||||||||||
Conversion feature | $ | 214,728 | $ | 2,586,732 | $ | 5,032,786 |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 6 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
Amounts of Accounts Payable to Related Parties | ' | ||||||||
The amounts of accounts payable to related parties as of September 30 and March 31, 2014 are as follows: | |||||||||
Related Party: | 30-Sep-14 | 31-Mar-14 | |||||||
Steve Saleen (a) | $ | 173,747 | $ | 100,000 | |||||
Michaels Law Group (b) | 71,699 | 23,954 | |||||||
Top Hat Capital (c) | 62,500 | 25,000 | |||||||
Crystal Research (d) | 6,343 | — | |||||||
$ | 314,289 | $ | 148,954 | ||||||
(a) | During the six months ended September 30, 2014 and 2013, the Company incurred $73,747 and $60,000 in officers’ salary expense that is due and payable to its Director, Chairman and CEO, Mr. Steve Saleen. As of September 30, 2014 and March 31, 2014, the Company owed $173,747 and $100,000, respectively, to Mr. Saleen for his unpaid officers’ salary. | ||||||||
(b) | During the six months ended September 30, 2014 and 2013, the Company incurred $63,295 and $62,516, respectively, in General Counsel Services and legal fees expense with Michaels Law Group, a firm owned by its Director and General Counsel, Mr. Jonathan Michaels. During the six months ended September 30, 2014 and 2013, the Company paid $15,550 and $148,258, respectively, in General Counsel Services and legal fees expense with Michaels Law Group. As of September 30, 2014 and March 31, 2014, $71,699 and $23,954, respectively, was payable to Michaels Law Group for these services. | ||||||||
(c) | During the six months ended September 30, 2014, the Company incurred and paid $50,000 and $12,500, respectively, in investment advisor and research services from Top Hat Capital, whose co-founder and Managing Partner, Jeffrey Kraws, is a Director of the Company. As of September 30, 2014 and March 31, 2014, $62,500 and $25,000, respectively, was payable to TopHat Capital for these services. | ||||||||
(d) | During the six months ended September 30 2014, the Company incurred and paid $31,343 and $25,000, respectively, for research report services to Crystal Research Associates, whose co-founder and Chief Executive Officer, Jeffrey Kraws, is a Director of the Company. As of September 30, 2014 $6,343 was payable to Crystal Research Associates for these services. |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 6 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Stock Option Activity | ' | ||||||||||||||||
Stock option activity is set forth below: | |||||||||||||||||
Number of Shares | Weighted Average Exercise Price per Share | Aggregate Intrinsic Value | Weighted-Average Remaining Contractual Term (in years) | ||||||||||||||
Balance at March 31, 2014 | — | $ | — | $ | — | — | |||||||||||
Options granted | 10,104,000 | 0.1 | — | — | |||||||||||||
Options cancelled | — | — | — | — | |||||||||||||
Options exercised | — | — | — | — | |||||||||||||
Balance at September 30, 2014 | 10,104,000 | 0.1 | nil | 9.9 | |||||||||||||
Exercisable at September 30, 2014 | 3,271,333 | 0.1 | nil | 9.9 | |||||||||||||
Expected to vest after September 30, 2014 | 6,832,667 | 0.1 | nil | 9.9 | |||||||||||||
Summary of Warrant Activity | ' | ||||||||||||||||
The following summarizes warrant activity for the Company during the six months ended September 30, 2014: | |||||||||||||||||
Warrants | Weighted Average Exercise Price | Weighted Average Remaining | |||||||||||||||
Contractual Term | |||||||||||||||||
Outstanding March 31, 2014 | 11,252,245 | $ | 0.15 | 4.3 | |||||||||||||
Issued | 2,110,854 | 0.15 | 4.6 | ||||||||||||||
Exercised | (50,000 | ) | 0.15 | — | |||||||||||||
Outstanding September 30, 2014 | 13,313,099 | $ | 0.15 | 4.4 |
Nature_of_the_Business_and_Sig3
Nature of the Business and Significant Accounting Policies (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | ||||||||||||||||
23-May-13 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2013 | Jun. 21, 2012 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 26, 2013 | Jun. 26, 2013 | Jun. 26, 2013 | Sep. 30, 2014 | Mar. 31, 2014 | Jun. 26, 2013 | Nov. 30, 2012 | Jun. 26, 2013 | Jun. 25, 2011 | Jun. 24, 2011 | Sep. 30, 2014 | |
Investor | Time | Time | Time | Time | Level 2 [Member] | Level 2 [Member] | Customer A [Member] | Customer B [Member] | Engineering Salaries Reclassified to Research and Development [Member] | Engineering Salaries Reclassified to Research and Development [Member] | Marketing Salaries Reclassified to Sales and Marketing Expenses [Member] | Marketing Salaries Reclassified to Sales and Marketing Expenses [Member] | Promotional Trade Discount Expenses Reclassified To Revenue from Sales and Marketing Expenses [Member] | Promotional Trade Discount Expenses Reclassified To Revenue from Sales and Marketing Expenses [Member] | Super Voting Preferred Stock [Member] | Super Voting Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | W-Net Fund I, L.P. [Member] | Saleen Automotive [Member] | Mr. Wesley Fry [Member] | Mr. Wesley Fry [Member] | Shareholder [Member] | |||||
Saleen Parties [Member] | Saleen Parties [Member] | W-Net Fund I, L.P. [Member] | ||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, issued | ' | 153,230,607 | ' | 153,230,607 | ' | 137,710,501 | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 5,000,000 | ' |
Value of common stock issued | ' | $153,231 | ' | $153,231 | ' | $137,710 | ' | ' | $20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of common stock issued and outstanding sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | ' | ' | ' | ' |
Number of shares issued for conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 554,057 | 341,943 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 69,257,125 | ' | ' | 42,742,875 | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of beneficial ownership of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 93.00% | ' | ' | ' |
Number of board members | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of directors comprising board | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | 500,000,000 | ' | 500,000,000 | ' | 500,000,000 | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt assume, reflected as a cost | 39,547 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal and closing costs | 46,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend paid to stockholders, reflected as a cost | 280,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prior period reclassification adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 153,885 | 245,291 | 160,372 | 258,626 | 32,216 | 44,368 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss from operations | ' | 1,453,231 | 1,147,926 | 3,056,980 | 3,087,019 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash provided by operating activities | ' | ' | ' | 1,714,196 | 2,373,185 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' equity attributable to parent | ' | 5,718,593 | ' | 5,718,593 | ' | 9,296,629 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -153,231 | -137,711 | ' | ' | ' | ' | ' | ' |
Working capital deficit | ' | 4,966,212 | ' | 4,966,212 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payroll taxes payable | ' | 583,900 | ' | 583,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding notes payable in default | ' | 352,795 | ' | 352,795 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable | ' | 1,148,574 | ' | 1,148,574 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bank amount owned | ' | 398,176 | ' | 398,176 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | 7,261 | 13,246 | 7,261 | 13,246 | 1,499,889 | ' | 4,434 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of unsecured convertible notes | ' | ' | ' | 156,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 406,000 |
Issuance of notes payable to related parties | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 |
Stock issued during the period, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,183,334 | ' | ' | ' | ' | ' | ' | ' |
Equity issuance price per share | ' | ' | ' | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | ' | ' | ' | ' | ' | ' | ' |
Stock issued value during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 177,500 | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership in case of equity financing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' |
Fair value of derivative liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | $214,728 | $5,032,786 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of excess customers revenue | ' | 10.00% | 10.00% | 15.00% | 10.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44.00% | 29.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of customers accounted for sales revenues | ' | 2 | 0 | 2 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nature_of_the_Business_and_Sig4
Nature of the Business and Significant Accounting Policies - Schedule of Inventories (Details) (USD $) | Sep. 30, 2014 | Mar. 31, 2014 |
Accounting Policies [Abstract] | ' | ' |
Parts and work in process | $91,080 | $183,941 |
S7 Supercar held for sale | 250,000 | 250,000 |
Total inventories | $341,080 | $433,941 |
Nature_of_the_Business_and_Sig5
Nature of the Business and Significant Accounting Policies - Schedule of Reconciliation of Basic and Diluted Shares (Details) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Basic weighted-average number of common shares outstanding | 151,186,865 | 120,000,000 | 142,095,832 | 120,000,000 |
Diluted effect of potentially dilutive convertible debt | ' | ' | 65,375,262 | ' |
Diluted weighted-average number of potential common shares outstanding | 151,186,865 | 120,000,000 | 207,471,094 | 120,000,000 |
Potential common shares excluded from the per share computations as the effect of their inclusion would not be dilutive | 213,529,045 | 40,000,000 | 149,264,897 | 21,333,333 |
Property_and_Equipment_Details
Property and Equipment (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Property, Plant and Equipment [Abstract] | ' | ' | ' | ' |
Depreciation and amortization expense | $63,806 | $26,574 | $109,715 | $46,744 |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Details) (USD $) | Sep. 30, 2014 | Mar. 31, 2014 |
Property, Plant and Equipment [Abstract] | ' | ' |
Tooling | $485,098 | $470,399 |
Equipment | 321,188 | 264,837 |
Leasehold improvements | 203,314 | 203,311 |
Construction-in-progress | 153,807 | ' |
Total, cost | 1,163,407 | 938,548 |
Accumulated Depreciation and Amortization | -501,439 | -391,724 |
Total Property Plant and Equipment | $661,968 | $546,824 |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||||||
Apr. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | 7-May-14 | 7-May-14 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Nov. 03, 2008 | Aug. 19, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Apr. 30, 2014 | |
Thomas Del Franco [Member] | Settlement And Mutual General Release Agreement [Member] | Settlement And Mutual General Release Agreement [Member] | Bond [Member] | Bond [Member] | Notes Payable [Member] | Unsecured Notes Payable [Member] | Unsecured Notes Payable [Member] | Subordinated 6% Bond [Member] | 10% Notes Payable [Member] | $100,000 Unsecured 10% Notes Payable [Member] | $20,000 Unsecured 10% Notes Payable [Member] | Other Notes Payable [Member] | November 2014 [Member] | ||||||
Marsh [Member] | Marsh [Member] | ||||||||||||||||||
Payment of loans payable | $124,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt settlement amount | 418,429 | 648,971 | ' | 1,275,774 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 |
Debt instrument maturity date | 30-Nov-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10-Feb-09 | ' | ' | ' | ' | ' | ' | ' |
Debt extended period | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instruments Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | 10.00% | ' | 6.00% | 6.00% | 10.00% | ' | ' | ' | ' |
Outstanding debt amount | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | 317,500 | 200,000 | 100,000 | 20,000 | 20,000 | ' |
Payments of notes payable | ' | 294,573 | 177,031 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest payable | ' | 266,805 | ' | 380,257 | 187,535 | ' | 53,374 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of related party debt | ' | ' | 203,243 | ' | ' | 250,000 | ' | 35,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for notes payable | ' | ' | ' | ' | ' | 2,250,000 | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for notes payable value | ' | ' | ' | ' | ' | 382,500 | ' | 112,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity issuance price per share | ' | $0.20 | ' | ' | ' | $0.17 | $0.14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum limit of settlement shares issuance during period | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on settlement of debt | ' | $72,265 | ' | $153,754 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes_Payable_Schedule_of_Secu
Notes Payable - Schedule of Secured and Unsecured Notes Payable (Details) (USD $) | Sep. 30, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | ||
Total notes payable | $648,971 | $418,429 | $1,275,774 | ||
Notes Payable One [Member] | ' | ' | ' | ||
Total notes payable | 398,176 | [1] | ' | 442,479 | [1] |
Notes Payable Two [Member] | ' | ' | ' | ||
Total notes payable | 97,000 | [2] | ' | 97,000 | [2] |
Notes Payable Three [Member] | ' | ' | ' | ||
Total notes payable | 61,046 | [3] | ' | 61,046 | [3] |
Notes Payable Four [Member] | ' | ' | ' | ||
Total notes payable | 37,749 | [4] | ' | 37,749 | [4] |
Note and Bond Payable [Member] | ' | ' | ' | ||
Total notes payable | ' | [5] | ' | 517,500 | [5] |
Notes Payable Five [Member] | ' | ' | ' | ||
Total notes payable | $55,000 | [6] | ' | $120,000 | [6] |
[1] | On February 6, 2014, Saleen Signature Cars received a Complaint from the bank filed in California Superior Court, Riverside County alleging, among other matters, breach of contract due to non-timely payment of November and December 2013 principal amounts owed, which were paid as of March 31, 2014, and the occurrence of a change in control as a result of the Merger. In April 2014, the Company entered into a settlement arrangement with the bank whereby the bank dismissed this case in exchange for payment of $124,000 that was applied towards principal and unpaid fees along with advance loan principal and interest for May, September and July 2014. In accordance with the settlement arrangement, the Company was required to pay $418,429 to this bank in August 2014 as full settlement of remaining principal amount owed. In August 2014, the bank agreed to extend this date by 90 days to November 2014 in exchange for $30,000 to be applied towards principal and interest on the loan. | ||||
[2] | Bonds and notes issued on March 1, 2008, 2009 and 2010, payable in full upon one year from issuance. The Bonds accrue interest at 6% per annum and are secured by the personal property of Saleen Signature Cars. As of September 30, 2014 and March 31, 2014, respectively, the Bonds were in default due to non-payment. | ||||
[3] | Note payable issued on March 16, 2010 due in full on March 16, 2011. The note accrued interest at 10% per annum and was secured by three vehicles held in inventory by Saleen Signature Cars. On June 7, 2013, the Company entered into a Settlement Agreement and Mutual General Release by canceling this note and issuing a new unsecured 6% note payable due on or before August 19, 2013. The note was in default as of September 30, 2014 and March 31, 2014 due to non-payment. | ||||
[4] | Non-interest bearing note payable dated January 25, 2013 due in full on October 25, 2013 or earlier upon the occurrence of certain events that have not occurred. The note is secured by certain of the Company's intellectual property. The note was in default as of September 30, 2014 and March 31, 2014 due to non-payment. | ||||
[5] | As of March 31, 2014, the Company was indebted on a $317,500 subordinated 6% bond and a $200,000 10%, note payable. On May 7, 2014, the Company, along with its subsidiaries and Steve Saleen, entered into a Settlement Agreement and Mutual Release (the "Settlement Agreement") with Thomas Del Franco and Jason B. Cruz (the "Del Franco Parties"), pursuant to which the Del Franco Parties agreed to fully and finally settle a claim filed against the Company for outstanding Bond and note payables to Thomas Del Franco, which consisted of a Bond and note payable of $317,500 and $200,000, respectively, and unpaid interest of $187,535 in exchange for (1) the Company's payment to Mr. Del Franco of $250,000 (the "Settlement Payment") and (2) issuance of 2,250,000 shares of the Company's common stock (the "Settlement Shares" and together with the Settlement Payment, the "Settlement Amount"). The Settlement Shares had a value of $382,500 based on the closing price of the Company's common stock on May 7, 2014 of $0.17. The parties to the Settlement Agreement also agreed to release each other from all claims arising from their prior business dealings. The Del Franco Parties have agreed to a contractual restriction on the sale of the Settlement Shares whereby for a period of 12 months from and after the expiration of any applicable restricted periods imposed by applicable federal and state securities laws and regulations, including Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), the Del Franco Parties will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, more than 200,000 of the Settlement Shares in any given calendar month. The Company recognized a gain of $72,265 in the Statement of Operations during the six months ended September 30, 2014 based on the difference between the value of the common shares and the amount recorded as of the date of settlement. | ||||
[6] | As of March 31, 2014, the Company had outstanding $100,000 and $20,000 unsecured 10% notes payable. In June 2014, the Company entered into a Settlement Agreement and Mutual Release agreement with Jim Marsh American Corporation ("Marsh") for one of the notes that had an outstanding principal and interest of $100,000 and $53,374, respectively, in exchange for (1) issuance of 800,000 shares of its common stock and (2) cash payment of $35,000. The Company issued the common shares in June 2014 and determined the value to be $112,000, which was based on the value of the common stock of $0.14 as of the date of settlement. The remaining cash payment of $35,000 was unpaid and was included in notes payable as of September 30, 2014. In addition, the other $20,000 Note remains outstanding as of September 30, 2014. |
Notes_Payable_Schedule_of_Secu1
Notes Payable - Schedule of Secured and Unsecured Notes Payable (Details) (Parenthetical) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | |
Notes Payable One [Member] | Notes Payable One [Member] | Notes Payable Two [Member] | Notes Payable Two [Member] | Notes Payable Three [Member] | Notes Payable Three [Member] | Notes Payable Four [Member] | Notes Payable Four [Member] | Notes Payable Five [Member] | Notes Payable Five [Member] | ||
Debt instruments interest rate | ' | ' | ' | 6.00% | 6.00% | 10.00% | 10.00% | ' | ' | 10.00% | 10.00% |
Debt instruments maturity date | 30-Nov-14 | 30-Nov-14 | 30-Nov-14 | ' | ' | 16-Mar-10 | 16-Mar-10 | 25-Oct-13 | 25-Oct-13 | 31-Mar-10 | 31-Mar-10 |
Notes_Payable_to_Related_Parti2
Notes Payable to Related Parties (Details Narrative) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 0 Months Ended | |
Apr. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Nov. 03, 2008 | |
Merton [Member] | Mutual Release Agreement [Member] | Unsecured Notes Payable [Member] | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' |
Amount borrowed from shareholder | ' | $102,000 | ' | ' | ' | ' |
Settlement amount of debt | ' | ' | ' | ' | 135,000 | ' |
Debt interest | ' | 1,960 | ' | ' | 33,000 | ' |
Note payable | ' | 648,971 | 1,275,774 | ' | ' | 60,000 |
Debt instruments interest rate | ' | ' | ' | ' | ' | 10.00% |
Debt principal amount | ' | 32,452 | ' | ' | 102,000 | ' |
Debt instrument maturity date | 30-Nov-14 | ' | ' | ' | ' | 10-Feb-09 |
Common stock issued during period | ' | 527,520 | ' | ' | ' | ' |
Issuance of warrants to purchase of common stock | ' | 527,520 | ' | ' | ' | ' |
Term of Warrant | ' | '5 years | ' | ' | ' | ' |
Equity issuance price per share | ' | $0.15 | ' | ' | ' | ' |
Common stock issued | ' | 105,504 | ' | ' | ' | ' |
Equity issuance price per share | ' | $0.20 | ' | ' | ' | ' |
Value of warrants | ' | 82,662 | ' | ' | ' | ' |
Fair market value of stock | ' | ' | ' | $0.21 | ' | ' |
Dividend yield | ' | ' | ' | 0.00% | ' | ' |
Expected volatility | ' | ' | ' | 100.00% | ' | ' |
Risk free rate | ' | ' | ' | 1.75% | ' | ' |
Expected term | ' | ' | ' | '5 years | ' | ' |
Loss on settlement of debt | ' | $72,265 | $153,754 | ' | ' | ' |
Schedule_of_Secured_and_Unsecu
Schedule of Secured and Unsecured Notes Payable To Related Parties (Details) (USD $) | Sep. 30, 2014 | Mar. 31, 2014 | ||
Current portion of notes payable to Related Parties | $327,000 | $209,452 | ||
Unsecured Note Payable To a Stockholder, Non-Interest Bearing, Due on April 1, 2014, Currently in Default [Member] | ' | ' | ||
Current portion of notes payable to Related Parties | 102,000 | [1] | 102,000 | [1] |
Unsecured Note Payable To a Stockholder, Interest At 10% Per Annum Payable At Various Maturity Dates, Settled in April 2014 [Member] | ' | ' | ||
Current portion of notes payable to Related Parties | ' | [2] | 32,452 | [2] |
Unsecured 10% Note Payable to a Stockholder, Payable on Demand [Member] | ' | ' | ||
Current portion of notes payable to Related Parties | 135,000 | ' | ||
Unsecured $100,000 Revolving Promissory Note to a Stockholder, Interest At 12% Per Annum Payable in Full on November 15, 2014. $10,000 Available At September 30, 2014. [Member] | ' | ' | ||
Current portion of notes payable to Related Parties | $90,000 | $75,000 | ||
[1] | The Company had borrowed an aggregate of $102,000 from a stockholder in prior years which went into default. On May 21, 2013, the Company entered into a Settlement Agreement and Mutual General Release by cancelling the note and agreeing to enter into a new note to pay $135,000 on or before April 1, 2014, which represented principal of $102,000 plus interest of $33,000 to be accrued through April 1, 2014. The note was in default as of September 30, 2014 due to non-payment. | |||
[2] | Unsecured note payable to a related party issued on November 3, 2008 for original principal of $60,000 bearing interest at 10% per annum and due in full on February 10, 2009. In April 2014, the Company entered into a Settlement Agreement and Mutual General Release with this note holder whereby it agreed to issue 527,520 shares of its common stock along with a five-year warrant to purchase 527,520 shares of its common stock at an exercise price of $0.15 per share in exchange for cancellation of $32,452 of principal and $1,960 of accrued interest. The value of the common stock issued was $105,504 based on a stock price of $0.20 on date of settlement. The Company valued the warrants at $82,662 using the Black-Scholes-Merton option pricing model using the following assumptions: (i) fair market value of stock of $0.21; (ii) dividend yield of 0%; (iii) expected volatility of 100%; (iv) risk free rate of 1.75% and (v) expected term of 5 years. The loss on the settlement of this note of $153,754 was provided for and accrued for as of March 31, 2014. |
Schedule_of_Secured_and_Unsecu1
Schedule of Secured and Unsecured Notes Payable To Related Parties (Details) (Parenthetical) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | |
Unsecured Note Payable To a Stockholder, Non-Interest Bearing, Due on April 1, 2014, Currently in Default [Member] | Unsecured Note Payable To a Stockholder, Non-Interest Bearing, Due on April 1, 2014, Currently in Default [Member] | Unsecured Note Payable To a Stockholder, Interest At 10% Per Annum Payable At Various Maturity Dates, Settled in April 2014 [Member] | Unsecured Note Payable To a Stockholder, Interest At 10% Per Annum Payable At Various Maturity Dates, Settled in April 2014 [Member] | Unsecured 10% Note Payable to a Stockholder, Payable on Demand [Member] | Unsecured 10% Note Payable to a Stockholder, Payable on Demand [Member] | Unsecured $100,000 Revolving Promissory Note to a Stockholder, Interest At 12% Per Annum Payable in Full on November 15, 2014. $10,000 Available At September 30, 2014. [Member] | Unsecured $100,000 Revolving Promissory Note to a Stockholder, Interest At 12% Per Annum Payable in Full on November 15, 2014. $10,000 Available At September 30, 2014. [Member] | ||
Debt instruments interest rate | ' | ' | ' | 10.00% | 10.00% | 10.00% | 10.00% | 12.00% | 12.00% |
Debt instrument maturity date | 30-Nov-14 | 1-Apr-14 | 1-Apr-14 | 30-Apr-14 | 30-Apr-14 | ' | ' | 15-Nov-14 | 15-Nov-14 |
Unsecured Debt | ' | ' | ' | ' | ' | ' | ' | $100,000 | $100,000 |
Note payable | ' | ' | ' | ' | ' | ' | ' | $10,000 | $10,000 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||||||||
Apr. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | Jun. 21, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 26, 2013 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 26, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Minimum [Member] | Maximum [Member] | First Amendment [Member] | Senior Secured Convertible Notes [Member] | Senior Secured Convertible Notes [Member] | Senior Secured Convertible Notes [Member] | Senior Secured Convertible Notes [Member] | Senior Secured Convertible Notes One [Member] | Senior Secured Convertible Notes Two [Member] | Unsecured Convertible Notes [Member] | Unsecured Convertible Notes [Member] | Unsecured Convertible Notes [Member] | Unsecured Convertible Notes [Member] | 5 Investors [Member] | 3 Investors [Member] | 8% Unsecured Convertible Notes [Member] | 8% Unsecured Convertible Notes [Member] | 8% Unsecured Convertible Notes [Member] | ||||||||
Time | First Amendment [Member] | First Amendment [Member] | Time | Minimum [Member] | Maximum [Member] | ||||||||||||||||||||
Current portion of convertible notes | ' | $16,041 | ' | $16,041 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes payable | ' | 156,000 | ' | 156,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 156,000 | ' | ' |
Convertible notes payable, current, discount | ' | 139,959 | ' | 139,959 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt principal amount | ' | 32,452 | ' | 32,452 | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of investors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
Outstanding debt amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,001,720 | 2,586,732 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of convertible debt amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 585,012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of debt interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,941 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of debt into shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 389,923 | ' | ' | ' | ' | 8,032,186 | 27,797,573 | ' | ' | ' | ' | ' | ' | 3,936,910 | ' | ' |
Debt instruments interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | 3.00% | ' | 3.00% | ' | ' | ' | ' | 7.00% | ' | ' | ' | 8.00% | ' | ' |
Debt instrument, maturity period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' |
Additional debt discount related to shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58,488 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beneficial conversion feature associated with convertible debt financing | ' | ' | ' | 241,882 | 1,660,056 | ' | ' | ' | ' | ' | 1,660,656 | ' | ' | ' | ' | ' | 250,000 | 2,250,000 | ' | ' | ' | ' | ' | ' | ' |
Amortization of valuation discount as additional interest expense | ' | ' | ' | 184,456 | 108,341 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,571 | ' | ' | 16,041 | ' | ' |
Write-off of remaining unamortized debt discount allocated to convertible notes | ' | ' | ' | 209,364 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized of valuation discount amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 913,649 | 1,248,981 | ' | ' | ' | ' | ' | 2,131,365 | ' | ' | ' | 139,959 | ' | ' |
Unsecured convertible notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,250,000 | ' | 2,250,000 | 2,000,000 | ' | ' | ' |
Conversion price adjustable lower to weighted average price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.07 | ' | ' | ' | ' | ' | ' |
Percentage of debt instruments issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' |
Common stock conversion price per share | ' | ' | ' | ' | ' | ' | ' | $0.03 | $0.07 | ' | $0.08 | ' | ' | ' | ' | ' | ' | ' | $0.04 | ' | ' | ' | ' | ' | ' |
Conversion of debt, shares issued | ' | 61,646,190 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock for exchange | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 357,143 | ' | ' | ' | ' | ' |
Issuance of stock for exchange, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,571 | ' | ' | ' | ' | ' |
Conversion of debt description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Each Note is initially convertible at any time into the Company’s common stock at a conversion price, which is adjustable to the lower of $0.07 or the three lowest daily volume weighted average prices of the Company’s common stock during the twenty consecutive trading days immediately preceding any conversion date. However, in no event shall the conversion price be lower than $0.03 per share. As of September 30, 2014, the conversion price was approximately $0.04 per share and represented 61,646,190 shares of Common Stock. In addition, the conversion price adjusts for standard anti-dilution provisions whereby if the Company consummates a reorganization transaction, pays dividends or enters into a stock split of its common shares the conversion price would adjust proportionally. | ' | ' | ' | ' | ' | ' |
The principal amount of the Notes along with, at the holder’s option, any unpaid interest and penalties is convertible at a price per share equal to the greater of (a) 61% of the average of the lowest 5 trading prices of the Company’s common stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date, and (b) $0.00009. | |||||||||||||||||||||||||
Beneficial conversion feature associated with convertible debt financing | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 422,206 | ' | ' | ' | ' | ' | ' |
Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 389,923 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock value | ' | 153,231 | ' | 153,231 | ' | 137,710 | 20,000 | ' | ' | ' | ' | 58,488 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liability | ' | ' | ' | ' | ' | 5,032,786 | ' | ' | ' | ' | 1,660,656 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 241,882 | ' | ' |
Debt instrument maturity date | 30-Nov-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25-Jun-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jun-15 | ' | ' |
Prepayment of notes, percentage of premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110.00% | 135.00% |
Debt default, percentage of increase in original amount owed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | ' | ' |
Debt non-payment, interest rate increase from date due until paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22.00% | ' | ' |
Debt conversion, shares reserved for conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,000,000 | ' | ' |
Dividend yield | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' |
Expected volatility rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125.00% | ' | ' |
Risk free interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.08% | ' | ' |
Expected term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '9 months | ' | ' |
Change in fair value of derivative liability | ' | $27,156 | $140,899 | $2,473,209 | $51,132 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $85,882 | ' | ' |
Convertible_Notes_Payable_Seni
Convertible Notes Payable - Senior Secured Convertible Notes Payable (Details) (USD $) | Sep. 30, 2014 | Mar. 31, 2014 |
Convertible notes payable | $4,657,720 | $4,836,732 |
Less: discount on notes payable | -3,184,972 | -3,498,981 |
Notes payable, net of discount | 1,472,748 | 1,337,751 |
Less: notes payable, current | -16,041 | ' |
Notes payable, long-term | 1,456,707 | 1,337,751 |
Senior Secured Convertible Notes Payable to a Private Accredited Investor Group, Convertible into 27,797,573 Shares of Common Stock (Including Accrued Interest) As Of September 30, 2014, Interest Accrued At 3% Per Annum, Notes Mature On September 25, 2017 | ' | ' |
Convertible notes payable | 2,001,720 | 2,586,732 |
Unsecured Convertible Notes Payable to Private Accredited Investor Group, Convertible into 61,646,190 Shares of Common Stock (Including Accrued Interest) As Of September 30, 2014, Interest Accrued At 7% Per Annum, Notes Mature In March 2017 [Member] | ' | ' |
Convertible notes payable | 2,500,000 | 2,250,000 |
Unsecured Convertible Notes Payable to a Private Accredited Investor, Convertible into 3,729,071 Shares of Common Stock (Including Accrued Interest) As Of September 30, 2014, Interest Accrued At 8% Per Annum, Notes Mature In June 2015 [Member] | ' | ' |
Convertible notes payable | $156,000 | ' |
Convertible_Notes_Payable_Seni1
Convertible Notes Payable - Senior Secured Convertible Notes Payable (Details) (Parenthetical) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended |
Apr. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | |
Senior Secured Convertible Notes Payable to a Private Accredited Investor Group, Convertible into 27,797,573 Shares of Common Stock (Including Accrued Interest) As Of September 30, 2014, Interest Accrued At 3% Per Annum, Notes Mature On September 25, 2017 | Senior Secured Convertible Notes Payable to a Private Accredited Investor Group, Convertible into 27,797,573 Shares of Common Stock (Including Accrued Interest) As Of September 30, 2014, Interest Accrued At 3% Per Annum, Notes Mature On September 25, 2017 | Unsecured Convertible Notes Payable to Private Accredited Investor Group, Convertible into 61,646,190 Shares of Common Stock (Including Accrued Interest) As Of September 30, 2014, Interest Accrued At 7% Per Annum, Notes Mature In March 2017 [Member] | Unsecured Convertible Notes Payable to Private Accredited Investor Group, Convertible into 61,646,190 Shares of Common Stock (Including Accrued Interest) As Of September 30, 2014, Interest Accrued At 7% Per Annum, Notes Mature In March 2017 [Member] | Unsecured Convertible Notes Payable to a Private Accredited Investor, Convertible into 3,729,071 Shares of Common Stock (Including Accrued Interest) As Of September 30, 2014, Interest Accrued At 8% Per Annum, Notes Mature In June 2015 [Member] | Unsecured Convertible Notes Payable to a Private Accredited Investor, Convertible into 3,729,071 Shares of Common Stock (Including Accrued Interest) As Of September 30, 2014, Interest Accrued At 8% Per Annum, Notes Mature In June 2015 [Member] | ||
Convertible shares of common stock | ' | 27,797,573 | 34,550,865 | 61,646,190 | 36,357,573 | 3,729,071 | 3,729,071 |
Debt instruments interest rate | ' | 3.00% | 3.00% | 7.00% | 7.00% | 8.00% | 8.00% |
Debt instrument maturity date | 30-Nov-14 | 25-Sep-17 | 25-Sep-17 | 31-Mar-17 | 31-Mar-17 | 30-Jun-15 | 30-Jun-15 |
Derivative_Liability_Details_N
Derivative Liability (Details Narrtrive) (USD $) | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 26, 2013 | |
Senior Secured Convertible Notes [Member] | Senior Secured Convertible Notes [Member] | |||||
Interest percentage of secured convertible note | ' | ' | ' | ' | 3.00% | 3.00% |
Change in fair value of derivative liability | $27,156 | $140,899 | $2,473,209 | $51,132 | ' | ' |
Gain in extinguishment of derivative liability | ' | ' | $2,586,732 | ' | ' | ' |
Derivative_Liability_Schedule_
Derivative Liability - Schedule of Derivative Liabilities (Details) (Merton [Member], USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 17, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | |
Merton [Member] | ' | ' | ' |
Risk-free interest rate | 0.02% | 0.08% | 0.05% |
Expected volatility | 100.00% | 125.00% | 100.00% |
Expected life (in years) | '0 years | '8 months 12 days | '3 months |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Conversion feature | $2,586,732 | $214,728 | $5,032,786 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | |
Amount paid to related parties | ' | ' | ' | $203,243 | ' |
Common Stock [Member] | ' | ' | ' | ' | ' |
Number of stock shares issued | ' | ' | 1,183,334 | ' | ' |
Issuance of shares, value | ' | ' | 177,500 | ' | ' |
Top Hat Capital [Member] | ' | ' | ' | ' | ' |
Investment advisor and research services | ' | ' | 50,000 | 12,500 | ' |
Crystal Research Associates [Member] | ' | ' | ' | ' | ' |
Amount paid to related parties | ' | ' | 31,343 | 25,000 | ' |
Robert J Miranda And Jonathan Michaels [Member] | Common Stock [Member] | ' | ' | ' | ' | ' |
Number of stock shares issued | ' | ' | ' | 659,625 | ' |
Issuance of shares, value | ' | ' | ' | 250,000 | ' |
Mr. Robert Miranda [Member] | Common Stock [Member] | ' | ' | ' | ' | ' |
Number of stock shares issued | ' | ' | ' | 329,811 | ' |
Mr Jonathan Michaels [Member] | Common Stock [Member] | ' | ' | ' | ' | ' |
Number of stock shares issued | ' | ' | ' | 329,811 | ' |
Michaels Law Group [Member] | ' | ' | ' | ' | ' |
Amount due to related parties | 71,699 | ' | 71,699 | ' | 23,954 |
General Counsel Services and legal fees | 63,295 | 62,516 | 15,550 | 148,258 | ' |
Top Hat Capital [Member] | ' | ' | ' | ' | ' |
Amount due to related parties | 62,500 | ' | 62,500 | ' | 25,000 |
Crystal Research Associates [Member] | ' | ' | ' | ' | ' |
Amount due to related parties | 6,343 | ' | 6,343 | ' | ' |
Miranda And Associates [Member] | ' | ' | ' | ' | ' |
Investment advisor and research services | ' | ' | ' | 88,313 | ' |
Mr. Steve Saleen [Member] | ' | ' | ' | ' | ' |
Office compensation | ' | ' | 73,747 | 60,000 | ' |
Amount due to related parties | 173,747 | ' | 173,747 | ' | 100,000 |
Robert J Miranda And Jonathan Michaels [Member] | Super Voting Preferred Stock [Member] | ' | ' | ' | ' | ' |
Number of stock shares issued | ' | ' | ' | 5,277 | ' |
Issuance of shares, value | ' | ' | ' | $250,000 | ' |
Related_Party_Transactions_Amo
Related Party Transactions - Amounts of Accounts Payable to Related Parties (Details) (USD $) | Sep. 30, 2014 | Mar. 31, 2014 | ||
Accounts payable to related parties | $314,289 | $148,954 | ||
Steve Saleen [Member] | ' | ' | ||
Accounts payable to related parties | 173,747 | [1] | 100,000 | [1] |
Michaels Law Group [Member] | ' | ' | ||
Accounts payable to related parties | 71,699 | [2] | 23,954 | [2] |
Top Hat Capital [Member] | ' | ' | ||
Accounts payable to related parties | 62,500 | [3] | 25,000 | [3] |
Crystal Research Associates [Member] | ' | ' | ||
Accounts payable to related parties | $6,343 | [4] | ' | [4] |
[1] | During the six months ended September 30, 2014 and 2013, the Company incurred $73,747 and $60,000 in officers' salary expense that is due and payable to its Director, Chairman and CEO, Mr. Steve Saleen. As of September 30, 2014 and March 31, 2014, the Company owed $173,747 and $100,000, respectively, to Mr. Saleen for his unpaid officers' salary. | |||
[2] | During the six months ended September 30, 2014 and 2013, the Company incurred $63,295 and $62,516, respectively, in General Counsel Services and legal fees expense with Michaels Law Group, a firm owned by its Director and General Counsel, Mr. Jonathan Michaels. During the six months ended September 30, 2014 and 2013, the Company paid $15,550 and $148,258, respectively, in General Counsel Services and legal fees expense with Michaels Law Group. As of September 30, 2014 and March 31, 2014, $71,699 and $23,954, respectively, was payable to Michaels Law Group for these services. | |||
[3] | During the six months ended September 30, 2014, the Company incurred and paid $50,000 and $12,500, respectively, in investment advisor and research services from Top Hat Capital, whose co-founder and Managing Partner, Jeffrey Kraws, is a Director of the Company. As of September 30, 2014 and March 31, 2014, $62,500 and $25,000, respectively, was payable to TopHat Capital for these services. | |||
[4] | During the six months ended September 30 2014, the Company incurred and paid $31,343 and $25,000, respectively, for research report services to Crystal Research Associates, whose co-founder and Chief Executive Officer, Jeffrey Kraws, is a Director of the Company. As of September 30, 2014 $6,343 was payable to Crystal Research Associates for these services. |
Stockholders_Equity_Details_Na
Stockholders Equity (Details Narrative) (USD $) | 6 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Mar. 31, 2014 | |
Class of Stock [Line Items] | ' | ' | ' |
Equity issuance price per share | $0.15 | ' | ' |
Proceeds from issuance of stock | $177,500 | ' | ' |
Shares issued for services, value | -170,000 | -279,481 | ' |
Stock shares issued during period for settlement of debt | 470,534 | ' | ' |
Stock shares issued during period for settlement of debt, shares | 1,285,460 | ' | ' |
Accounts to be settled by issuance of equity securities | ' | ' | 470,534 |
Fair market value of the Company's common stock | $0.06 | ' | ' |
Issuance of warrants to purchase of common stock | 527,520 | ' | ' |
Proceeds from exercise of warrants | 7,500 | ' | ' |
Stock compensation expense | 353,975 | ' | ' |
Options outstanding | ' | 0 | ' |
Unearned compensation | 523,842 | ' | ' |
Compensation recognized, weighted average period | '1 year 10 months 24 days | ' | ' |
Research and Development [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Stock compensation expense | 47,972 | ' | ' |
Sales and Marketing [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Stock compensation expense | 190,272 | ' | ' |
General and Administrative Expenses [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Stock compensation expense | 115,731 | ' | ' |
Omnibus Incentive Plan [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Grants of stock plans, term description | ' | ' | ' |
Grants under the Plan vest and expire based on periods determined by the Administrator, but in no event can the expiration date be later than ten years from the date of grant (five years after the date of grant if the grant is an incentive stock option to an employee who owns more than 10% of the total combined voting power of all classes of the Company’s capital stock (a “10% owner”)). Grants of stock options may be either incentive stock options or nonqualified stock options. The per share exercise price on an option, other than with respect to substitute awards, shall not be less than 100% of the fair market value of the Company’s common stock on the date the option is granted (110% of the fair market value if the grant is to a 10% owner). | |||
Shares authorized for issuance and reserved under Plan | 28,905,763 | ' | ' |
Warrant [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Issuance of warrants to purchase of common stock | 50,000 | ' | ' |
Proceeds from exercise of warrants | 7,500 | ' | ' |
Number of warrants exercisable | 13,313,099 | ' | ' |
Super Voting Preferred Stock [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Shares issued for services | ' | 12,178 | ' |
Warrant [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Intrinsic value of warrants | ' | ' | ' |
Common Stock One [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Shares issued for services | 1,000,000 | ' | ' |
Shares issued for services, value | 170,000 | ' | ' |
Common Stock [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Equity issuance price per share | $0.15 | ' | ' |
Shares issued for services | 1,000,000 | ' | ' |
Shares issued for services, value | -1,000 | ' | ' |
Accredited Investors [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Restricted common stock | 1,183,334 | ' | ' |
Equity issuance price per share | $0.15 | ' | ' |
Proceeds from issuance of stock | 177,500 | ' | ' |
Warrants issued to purchase number common stock | 1,183,334 | ' | ' |
Warrants exercise price, Per share | $0.15 | ' | ' |
Interest on Related Party Note, Settlement of Claims, Conditions Of Employment, Director’s Fees, And Payment Of Information Technology Services [Member] | Common Stock [Member] | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Shares issued for services | ' | 1,522,250 | ' |
Shares issued for services, value | ' | $576,981 | ' |
Stockholders_Equity_Schedule_o
Stockholders' Equity - Schedule of Stock Option Plan Activity (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2014 |
Omnibus Incentive Plan [Member] | ||
Number of shares, Outstanding, Beginning balance | 0 | ' |
Number of shares, Options granted | ' | 10,104,000 |
Number of shares, Options cancelled | ' | ' |
Number of shares, Options exercised | ' | ' |
Number of shares, Outstanding, Ending balance | 0 | 10,104,000 |
Number of shares, Options Exercisable | ' | 3,271,333 |
Number of shares, Options Expected to vest | ' | 6,832,667 |
Weighted Average Exercise Price per Share, Outstanding, Beginning balance | ' | ' |
Weighted Average Exercise Price per Share, Options granted | ' | $0.10 |
Weighted Average Exercise Price per Share, Options cancelled | ' | ' |
Weighted Average Exercise Price per Share, Options exercised | ' | ' |
Weighted Average Exercise Price per Share, Outstanding, Ending balance | ' | $0.10 |
Weighted Average Exercise Price per Share, Exercisable | ' | $0.10 |
Weighted Average Exercise Price per Share, Expected to vest | ' | $0.10 |
Aggregate Intrinsic Value, Options Outstanding | ' | ' |
Aggregate Intrinsic Value, Options Exercisable | ' | ' |
Aggregate Intrinsic Value, Options Expected to vest | ' | ' |
Weighted-Average Remaining Contractual Term (in years), Options Outstanding | ' | '9 years 10 months 24 days |
Weighted-Average Remaining Contractual Term (in years), Options Exercisable | ' | '9 years 10 months 24 days |
Weighted-Average Remaining Contractual Term (in years), Options Expected to vest | ' | '9 years 10 months 24 days |
Stockholders_Equity_Schedule_o1
Stockholders' Equity - Schedule of Warrant Activity (Details) (Warrant [Member], USD $) | 6 Months Ended |
Sep. 30, 2014 | |
Warrant [Member] | ' |
Number of Warrants, Beginning | 11,252,245 |
Number of Warrants, Issued | 2,110,854 |
Number of Warrants, Exercised | -50,000 |
Number of Warrants, Ending | 13,313,099 |
Weighted Average Exercise Price, Beginning | $0.15 |
Weighted Average Exercise Price, Issued | $0.15 |
Weighted Average Exercise Price, Exercised | $0.15 |
Weighted Average Exercise Price, Ending | $0.15 |
Weighted Average Remaining Contractual Term, Beginning | '4 years 3 months 18 days |
Weighted Average Remaining Contractual Term, Issued | '4 years 7 months 6 days |
Weighted Average Remaining Contractual Term, Ending | '4 years 4 months 24 days |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||
Oct. 16, 2012 | Apr. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Apr. 30, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | 31-May-14 | 31-May-14 | Jul. 31, 2014 | Nov. 08, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 30, 2014 | |
October 2014 [Member] | November 2014 [Member] | May June And July 2014 [Member] | Finish Master, Inc [Member] | Diana Lopez [Member] | Inland Empire Auto Body & Paint, Inc. [Member] | Mr. Haupert [Member] | Green Global Automotive B.V [Member] | Ford of Escondido [Member] | BASF Products [Member] | |||||
Time | ||||||||||||||
Purchase commitment of BASF Products | ' | ' | ' | ' | ' | ' | ' | $1,555,000 | ' | ' | ' | ' | ' | $4,131,000 |
Purchase commitments time period description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
If the aggregate purchases of BASF products are less than $1,697,000 over a period of 36 consecutive months, the Company is required to repay BASF 6.1% of the shortfall between $1,697,000 and the amount it actually purchased over this period. In consideration for the Company’s exclusive use of BASF’s products and fulfilling this purchase commitment, BASF paid the Company $250,000, which was recorded as deferred vendor consideration. | ||||||||||||||
Purchase commitments amortization over period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '36 months |
Deferred vendor consideration | ' | ' | 275,000 | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | 250,000 |
Purchase commitment milestones description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
In consideration for the Company’s exclusive use of FinishMaster’s products and fulfilling this purchase commitment, FinishMaster paid the Company $25,000, which was recorded as deferred vendor consideration, and FinishMaster will pay an additional $25,000 upon the achievement of purchase level milestones, as outlined in the agreement. Should the Company not complete a set purchase level milestone, the Company would be required to re-pay the $25,000 along with $11,475 compensation to FinishMaster. | ||||||||||||||
Payment of additional amount upon achievement of purchase level milestones | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' |
Payment upon not completing set purchase level milestone | ' | ' | ' | ' | ' | ' | ' | 11,475 | ' | ' | ' | ' | ' | ' |
Payment for legal services | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Litigation settlement amount | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | 15,000 | ' | ' | ' | ' |
Payment of principle and unpaid fees | ' | ' | ' | ' | ' | ' | 124,000 | ' | ' | ' | ' | ' | ' | ' |
Litigation settlement expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
Debt settlement amount | ' | 418,429 | 648,971 | 1,275,774 | ' | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument maturity date | ' | 30-Nov-14 | ' | ' | 30-Nov-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt extended period | ' | '90 days | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contract and economic damages | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000 | ' | ' |
Damages sought description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Specifically, Ford of Escondido seeks payment of seven (7) Ford Mustangs for a total of $222,871 plus interest and attorneys’ fees, less any amounts to be credited to the Company pursuant to proceeds of sale. | ||||||||||||||
Number of vehicles accounted for accounts payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||||
Apr. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 14, 2014 | Oct. 15, 2014 | Oct. 31, 2014 | Oct. 02, 2014 | Oct. 14, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||
Time | Time | Second Convertible Notes [Member] | Convertible Notes One [Member] | Convertible Notes Two [Member] | |||||||
Notes payable | ' | ' | ' | ' | ' | ' | ' | $55,000 | ' | ' | ' |
Convertible Notes, interest rate | ' | ' | ' | ' | 8.00% | 10.00% | ' | 8.00% | ' | ' | ' |
Number of convertible notes issued | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' |
Debt principal amount | ' | 32,452 | 32,452 | ' | 55,125 | 50,000 | ' | ' | 52,500 | ' | ' |
Debt instrument maturity date | 30-Nov-14 | ' | ' | ' | 14-Oct-15 | ' | ' | ' | ' | ' | ' |
Percentage of increase in principal amount of convertible notes if not paid at maturity | ' | ' | ' | ' | 10.00% | 20.00% | ' | ' | ' | ' | ' |
Debt instrument, debt default, interest percentage | ' | ' | ' | ' | 24.00% | ' | ' | ' | ' | ' | ' |
Debt issuance, original issue discount | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' |
Debt instrument, prepayment description | ' | ' | ' | ' | 'The Company may prepay the Notes, provided that if the Notes are prepaid within 90 days or between 91 to 180 days of the issuance date, the Company would be required to pay 135% or 150%, respectively, of the face amount plus accrued interest. The Company may not prepay the Notes after 180 days if issuance. Further, upon a change in control the holder may request the Company to redeem each Note for 150% of the face amount plus accrued interest, or the holder may elect to convert outstanding principal and interest into common stock in accordance with the conversion provisions of each Note. | ' | ' | ' | ' | ' | ' |
Until 120 days after the issuance date, the 10% Note will have a redemption premium of 135% of the principal amount and may be prepaid without the holder’s consent, and thereafter through the maturity date, a redemption premium of 150% of the principal amount, provided that JSJ must approve such pre-payment. Upon the occurrence of an event of default the holder may declare the 10% Note immediately due and payable. | |||||||||||
Debt conversion description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The principal amount of the Note along with, at the holder’s option, any unpaid interest and penalties is convertible at a price per share equal to the greater of (a) 61% of the average of the lowest two trading prices of common stock during the 18 trading day period ending on the conversion date, and (b) $0.00005. | Amounts due under the 10% Note are convertible into shares of common stock at the lower of 58% of the lowest trading price of common stock during the 20 trading day period prior to (i) the conversion date and (ii) the execution date. In addition, the conversion price is subject to standard anti-dilution provisions whereby if the Company consummates a reorganization transaction, pays dividends or enters into a stock split of its common shares the conversion price would adjust proportionally. | ||||||||||
Convertible notes, shares issued upon conversion | ' | 61,646,190 | ' | ' | 2,259,221 | 2,155,172 | ' | ' | ' | ' | ' |
Debt conversion, shares reserved for conversion | ' | ' | ' | ' | 8,815,000 | 7,000,000 | ' | ' | ' | ' | ' |
Beneficial conversion feature associated with convertible debt financing | ' | ' | 241,882 | 1,660,056 | ' | ' | ' | ' | ' | 35,244 | 36,207 |
Number of independent contractors | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' |
Options granted for purchase of common stock | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' |
Exercise price of options granted | ' | ' | ' | ' | ' | ' | $0.03 | ' | ' | ' | ' |
Options fair value | ' | ' | ' | ' | ' | ' | $104,400 | ' | ' | ' | ' |
Fair market value of stock | ' | ' | ' | ' | ' | ' | $0.03 | ' | ' | ' | ' |
Dividend yield | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' |
Expected volatility | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' |
Risk free rate | ' | ' | ' | ' | ' | ' | 2.25% | ' | ' | ' | ' |
Expected term | ' | ' | ' | ' | ' | ' | '6 years | ' | ' | ' | ' |