| Document and Entity Information | 9 Months Ended | |
| Sep. 30, 2012 | Nov. 12, 2012 | |
| Document And Entity Information | ' | ' |
| Entity Registrant Name | 'chatAND, Inc. | ' |
| Entity Central Index Key | '0001529133 | ' |
| Document Type | '10-Q | ' |
| Document Period End Date | 30-Sep-12 | ' |
| Amendment Flag | 'false | ' |
| Current Fiscal Year End Date | '--12-31 | ' |
| Entity Current Reporting Status | 'No | ' |
| Entity Filer Category | 'Smaller Reporting Company | ' |
| Entity Common Stock, Shares Outstanding | ' | 12,500,001 |
| Document Fiscal Period Focus | 'Q3 | ' |
| Document Fiscal Year Focus | '2012 | ' |
| Consolidated Balance Sheets (USD $) | Sep. 30, 2012 | Dec. 31, 2011 |
| Current assets: | ' | ' |
| Cash and cash equivalents | ' | $391,676 |
| Prepaid expenses | 1,616 | 14,896 |
| TOTAL CURRENT ASSETS | 1,616 | 406,572 |
| Property and equipment, net | 8,128 | 7,257 |
| Other intangible assets - intellectual property | 9,841 | 9,841 |
| TOTAL ASSETS | 19,585 | 423,670 |
| Current liabilities: | ' | ' |
| Accounts payable | 147,849 | 46,030 |
| Accrued expenses | 162,916 | 23,021 |
| Loans from employees | 21,600 | ' |
| Note payable | 75,000 | ' |
| Senior convertible debentures | 850,000 | 780,437 |
| TOTAL LIABILITIES | 1,257,365 | 849,488 |
| Commitments and contingencies (Note 7) | ' | ' |
| Stockholders' deficit: | ' | ' |
| Preferred stock:Â $0.00001 par value; 100,000,000 shares authorized; no shares issued and outstanding | ' | ' |
| Common stock:Â $0.00001 par value; authorized 500,000,000 shares; issued 17,750,001 shares (Note 5) ; and outstanding 12,750,001 shares at September 30, 2012 and December 31, 2011 | 128 | 128 |
| Additional paid in capital | 375,252 | 375,252 |
| Accumulated deficit | -1,613,160 | -801,198 |
| TOTAL STOCKHOLDERS' DEFICIT | -1,237,780 | -425,818 |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $19,585 | $423,670 |
| Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2012 | Dec. 31, 2011 |
| Statement of Financial Position [Abstract] | ' | ' |
| Preferred stock, par value | $0.00 | $0.00 |
| Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
| Preferred stock, shares issued | ' | ' |
| Preferred stock, shares outstanding | ' | ' |
| Common stock, par value | $0.00 | $0.00 |
| Common stock, shares authorized | 500,000,000 | 500,000,000 |
| Common stock, shares issued | 17,750,001 | 17,750,001 |
| Common stock, shares outstanding | 12,750,001 | 12,750,001 |
| Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 29 Months Ended | ||
| Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2012 | |
| Revenue: | ' | ' | ' | ' | ' |
| Total revenue | ' | ' | ' | ' | ' |
| Total revenue | ' | ' | ' | ' | ' |
| Costs and expenses: | ' | ' | ' | ' | ' |
| General and administrative expense | 140,238 | 179,607 | 511,643 | 179,607 | 890,683 |
| Research and development expense | 50,735 | 25,252 | 174,747 | 62,883 | 312,765 |
| Non-cash compensation for officers | ' | ' | ' | 162,177 | 162,177 |
| Total expenses | 190,973 | 204,859 | 686,390 | 404,667 | 1,365,625 |
| Earnings (loss) from operations | -190,973 | -204,859 | -686,390 | -404,667 | -1,365,625 |
| Other income (expense) | ' | ' | ' | ' | ' |
| Interest income | ' | 567 | 171 | 567 | 1,045 |
| Interest expense | -11,626 | -56,694 | -125,743 | -66,143 | -248,580 |
| Total other income (expense) | -11,626 | -56,127 | -125,572 | -65,576 | -247,535 |
| Net earnings (loss) | ($202,599) | ($260,986) | ($811,962) | ($470,243) | ($1,613,160) |
| Net earnings (loss) per share, basic and diluted | ($0.02) | ($0.02) | ($0.06) | ($0.04) | ' |
| Weighted average shares outstanding | 12,500,001 | 12,500,001 | 12,500,001 | 11,685,137 | ' |
| Consolidated Statement of Stockholders' Deficit (Unaudited) (USD $) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Deficit Accumulated During the Development Stage [Member] | Total |
| Balance at May. 13, 2010 | ' | ' | ' | ' | ' |
| Balance, Shares at May. 13, 2010 | ' | ' | ' | ' | ' |
| Common stock issued for cash | ' | 49,995 | ' | ' | 49,995 |
| Common stock issued for cash, Shares | ' | 15 | ' | ' | ' |
| Common stock issued for intellectual property | ' | 233,310 | -221,877 | ' | 11,433 |
| Common stock issued for intellectual property, Shares | ' | 70 | ' | ' | ' |
| Amendment to articles of incorporation | ' | -283,197 | 283,197 | ' | ' |
| Amendment to articles of incorporation, Shares | ' | 10,837,415 | ' | ' | ' |
| Net loss | ' | ' | ' | -45,594 | -45,594 |
| Balance at Dec. 31, 2010 | ' | 108 | 61,320 | -45,594 | 15,834 |
| Balance, Shares at Dec. 31, 2010 | ' | 10,837,500 | ' | ' | ' |
| Common stock issued for services by officers | ' | 20 | 49,975 | ' | 49,995 |
| Common stock issued for services by officers, Shares | ' | 1,912,501 | ' | ' | ' |
| Detachable warrants issued with senior convertible debentures | ' | ' | 151,775 | ' | 151,775 |
| Warrants issued for services by officers | ' | ' | 112,182 | ' | 112,182 |
| Net loss | ' | ' | ' | -755,604 | -755,604 |
| Balance at Dec. 31, 2011 | ' | 128 | 375,252 | -801,198 | -425,818 |
| Balance, Shares at Dec. 31, 2011 | ' | 12,750,001 | ' | ' | ' |
| Net loss | ' | ' | ' | -811,962 | -811,962 |
| Balance at Sep. 30, 2012 | ' | $128 | $375,252 | ($1,613,160) | ($1,237,780) |
| Balance, Shares at Sep. 30, 2012 | ' | 12,750,001 | ' | ' | ' |
| Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | 29 Months Ended | |
| Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2012 | |
| Cash flows from operating activities: | ' | ' | ' |
| Net earnings (loss) | ($811,962) | ($470,243) | ($1,613,160) |
| Adjustments to reconcile net earnings (loss) to net cash used in operating activities: | ' | ' | ' |
| Depreciation and amortization | 1,438 | 335 | 2,241 |
| Amortization of warrant cost | 69,563 | 44,268 | 151,775 |
| Common stock and warrants issued to officers for compensation | ' | 162,177 | 162,177 |
| Research and development cost acquired for stock | ' | ' | 11,433 |
| Change in assets and liabilities: | ' | ' | ' |
| Prepaid expenses | 13,280 | -25,159 | -1,616 |
| Accounts payable | 101,819 | 1,556 | 147,849 |
| Accrued expenses | 139,894 | 12,396 | 162,915 |
| Net cash used by operating activities | -485,968 | -274,670 | -976,386 |
| Cash flows from investing activities: | ' | ' | ' |
| Purchase of intellectual property | ' | -6,500 | -9,841 |
| Purchase of furniture and equipment | -2,308 | -5,382 | -10,368 |
| Net cash used by investing activities | -2,308 | -11,882 | -20,209 |
| Cash flows from financing activities: | ' | ' | ' |
| Proceeds from senior convertible debentures | ' | 850,000 | 850,000 |
| Loan Proceeds | 75,000 | ' | 75,000 |
| Loans from employees | 21,600 | ' | 21,600 |
| Sale of common stock | ' | ' | 49,995 |
| Net cash provided by financing activities | 96,600 | 850,000 | 996,595 |
| Net increase in cash and cash equivalents | -391,676 | 563,448 | ' |
| Cash and cash equivalents, beginning of period | 391,676 | 11,941 | ' |
| Cash and cash equivalents, end of period | ' | 575,389 | ' |
| Cash paid for interest and income taxes | ' | ' | ' |
| Interest | 8,500 | ' | 8,500 |
| Income taxes | ' | ' | ' |
| Non-cash investing and financing activities: | ' | ' | ' |
| Common stock issued for research and development cost | ' | ' | $11,433 |
| Organization and Summary of Significant Accounting Policies | 9 Months Ended | ||
| Sep. 30, 2012 | |||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||
| Organization and Summary of Significant Accounting Policies | ' | ||
| NOTE 1: | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
| Basis of presentation and Organization | |||
| The financial statements include the accounts of chatAND, Inc. (“chatAND”), a Nevada corporation organized on May 14, 2010 and its wholly owned subsidiary CHATAND TECH, LLC (“TECH”), a limited liability company organized in Nevada on May 13, 2011, (collectively referred to herein as “Chat&” or the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. | |||
| Effective June 3, 2011, the Board of Directors approved a 127,500 for 1 forward split of the authorized, issued and outstanding common stock of the Company and a decrease in the par value per share from $3,333 to $0.00001. An amendment to the Company’s certificate of incorporation reflecting these changes was filed in Nevada on June 3, 2011. All share references have been restated to give effect to the forward split as if it happened prior to the periods presented. | |||
| The consolidated financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These consolidated financial statements have not been audited. | |||
| Certain information and footnote disclosure normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. However, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report for the period ended December 31, 2011, which is included in the Company’s Form S-1 which was effective May 14, 2012. | |||
| Nature of business | |||
| Chat& is a technology company that intends to provide online assistance, engagement and conversion solutions that allow for real-time assistance. The technology will provide a platform that connects businesses, their sales associates and customer service representatives with website visitors and online shoppers seeking assistance with their purchases. The Chat& software is a 100% hosted no download software-as-a-service ("SaaS") application that allows the live sales and support staff of a business to connect directly with customers in a 1 to 1 real-time session. Utilizing Video-Chat and Co-Browsing, Chat& aims to redefine the online shopping experience by virtually recreating all of the benefits of a live showroom environment within a website. | |||
| Going Concern | |||
| The Company has not established sources of revenue sufficient to fund the development of business, projected operating expenses and commitments for the next twelve months. The Company incurred a loss of $1,613,160 during the period from inception (May 14, 2010) through September 30, 2012. The loss includes $162,177 in non-cash compensation and $151,775 in amortization of warrant cost. | |||
| The Company completed funding of $850,000 in secured convertible debentures in June 2011. The debentures were due June 17, 2012. The due date of the secured convertible debentures was extended until December 15, 2012. The Company borrowed $75,000 from an unrelated individual on June 11, 2012 with interest at 5% per annum. The note is due March 31, 2013. The Company has an effective Form S-1 Registration Statement, and hopes to raise between $3,000,000 and $8,000,000 to allow it to complete its business plan. However, there is no assurance that the Company will be successful in raising the funds or in obtaining enough customers to provide sufficient revenue to complete its business plan and achieve profitable operations or that the funds received will be sufficient to achieve the Company's goals. | |||
| These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying statements have been prepared assuming that the Company will continue as a going concern. These financial statements do not reflect any adjustments that might result from the outcome of these uncertainties. | |||
| Recent accounting pronouncements | |||
| The Company has evaluated all recent accounting pronouncements through November 13, 2012, as issued by the Financial Accounting Standards Board ("FASB") in the form of Accounting Standards Updates ("ASU") and find none that would have a material impact on the financial statements of the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or operating results. | |||
| Intellectual Property | 9 Months Ended | ||
| Sep. 30, 2012 | |||
| Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||
| Intellectual Property | ' | ||
| NOTE 2: INTELLECTUAL PROPERTY | |||
| The Company is currently developing software that it expects will provide online assistance, engagement and conversion solutions that allow for real-time assistance. The technology provides a platform that connects businesses, their sales associates and customer service representatives with website visitors and online shoppers seeking assistance with their purchases. The Chat& software is a 100% hosted no download software-as-a-service ("SaaS") application that allows the live sales and support staff of a business to connect directly with customers in a 1 to 1 real-time session. Utilizing Video-Chat and Co-Browsing, Chat& aims to redefine the online shopping experience by virtually recreating all of the benefits of a live showroom environment within a website. The intellectual property will be amortized over its estimated useful life when the Company commences operations. | |||
| The Company acquired its initial intellectual property in the form of research and development cost from its principal shareholders during 2010 for 8,925,000 shares of its common stock, which was valued at $11,443. The acquired research and development cost was expensed upon completion of the acquisition. At both September 30, 2012 and December 31, 2011, the Company had paid cash in the total amount of $9,841 for additional software development. | |||
| The Company has assigned all of its intellectual property rights to its wholly owned subsidiary, TECH. TECH’s sole activity and assets are the ownership of our intellectual property. The Securities Purchase Agreement with the Senior Secured Note Holders provides that in the event the holders of the Senior Secured Notes declare a default for the reasons below, Messrs. Lebor and Rosenberg shall have the right to acquire up to 60% of the interest in TECH in exchange for cancellation by the Company of the shares issued to Messrs. Lebor and Rosenberg: | |||
| · | The Company’s product is not functional by June 30, 2012 (the Company’s product is functional as of June 30, 2012); | ||
| · | The Company has not sold at least 150 licenses by June 30, 2012 (None have been sold as of September 30, 2012); | ||
| · | The Registration Statement was not declared effective by May 15, 2012, or as extended by a majority of the Senior Secured Note Holders (the Registration Statement was declared effective on May 14, 2012); or | ||
| · | The issuance of any securities or incurrence of any debt without the prior written consent of the Senior Secured Note Holders. | ||
| Accordingly, in the event that the Company does not meet any of these performance goals, it is possible that Messrs. Lebor and Rosenberg may disassociate themselves from the Company, but will retain a 60% interest in the technology of the Company. At such time, the Company may no longer have control of the technology. | |||
| Senior Convertible Debentures | 9 Months Ended | ||||
| Sep. 30, 2012 | |||||
| Senior Convertible Debentures | ' | ||||
| Senior Convertible Debentures | ' | ||||
| NOTE 3: SENIOR CONVERTIBLE DEBENTURES | |||||
| The Company issued $850,000 in Senior Secured Debentures ("Debentures") on June 17, 2011. The Debentures: are convertible into shares of the Company's common stock at a conversion price of $0.10 per share; mature on June 17, 2012; bear interest at the rate of 5% per annum, payable quarterly in arrears (the Company has the option to pay interest in common stock at the then prevailing conversion price); are secured by a stock pledge by stockholders in the Company (other than the Investors) of all of their holdings in the Company; and limitation on additional indebtedness. At September 30, 2012, the accrued interest of $54,668 is unpaid. The due date of the Debentures has been extended to December 15, 2012. | |||||
| Events of default include: 1) the product not being functional within 12 months of the issue date of the Debentures; 2) the Company has not sold at least 150 licenses within 12 months of the issue date of the Debentures; 3) the Registration Statement was not declared effective by May 15, 2012 4) the issuance of any securities or incurrence of any debt without the prior written consent of the Debenture Holders; and 5) other customary events of default. The Registration Statement was not filed within 45 days of closing and the Company obtained a waiver from the Investors. The Company has received forbearances until December 15, 2012 from the investors with respect to the foregoing events of default. | |||||
| The Debenture Holders were also issued Warrants to acquire a total of 4,250,000 shares of the Company's common stock at an exercise price of $0.15 per share for a five year term. See Note 8. | |||||
| The Debentures and the Warrants have standard anti-dilution protection for stock splits and other corporate matters. | |||||
| The Debentures are convertible at $0.10 per share which exceeded the value of the stock on the date issued. Accordingly, there was no value assigned to a beneficial conversion feature. The Company utilized the Black Scholes valuation model to value the warrants sold with the Debentures. (See Note 5 for assumptions). The following summarizes the activity with the Debentures and warrants. | |||||
| Proceeds from issue of Debentures and warrants | $ | 850,000 | |||
| Assigned to warrants | 151,775 | ||||
| Balance assigned to Debentures | 698,225 | ||||
| Amortization of amount assigned to warrants (included in interest expense) | 151,775 | ||||
| Balance of Debentures at September 30, 2012 | $ | 850,000 | |||
| The Company amortized the discount associated with the warrants over the life of the debentures. Interest expense includes amortization of $69,563 and $44,268 in the nine months ended September 30, 2012 and 2011 and $0 and $37,944 in the three months ended September 30, 2012 and 2011, respectively. The discount is fully amortized at September 30, 2012. | |||||
| Note Payable | 9 Months Ended |
| Sep. 30, 2012 | |
| Debt Disclosure [Abstract] | ' |
| Note Payable | ' |
| NOTE 4: NOTE PAYABLE | |
| On June 11, 2012, the Company entered into and funded an unsecured loan with an unrelated individual for $75,000 with interest at 5% per annum, which is payable at the maturity date of March 31, 2013. At September 30, 2012, accrued interest of $1,137 is unpaid. Interest expense in 2012 includes $943 and $1,137 in the three and nine months ended September 30, 2012, respectively. |
| Stockholders' Equity | 9 Months Ended | ||||||||
| Sep. 30, 2012 | |||||||||
| Equity [Abstract] | ' | ||||||||
| Stockholders' Equity | ' | ||||||||
| NOTE 5: STOCKHOLDERS’ EQUITY | |||||||||
| Preferred Stock - The Company is authorized to issue up to 100,000,000 shares of preferred stock with a par value of $0.00001. At September 30, 2012 and December 31, 2011 there were no shares issued and outstanding. | |||||||||
| Common Stock - The Company is authorized to issue up to 500,000,000 shares of common stock with a par value of $0.00001. At September 30, 2012 and December 31, 2011 there were 17,750,001 shares issued and 12,750,001 shares outstanding. (See escrow shares below). | |||||||||
| Common Stock Issued for Services - On June 1, 2011, the Company issued 956,250 shares of its common stock to each of its two principal officers for services rendered. The shares were valued at $49,995. | |||||||||
| Changes in Capital – Effective June 3, 2011, the Board of Directors approved a 127,500 for 1 forward split of the authorized, issued and outstanding common stock of the Company and a decrease in the par value per share from $3,333 to $0.00001. The amendment to the Company’s articles of incorporation reflecting these changes was filed in Nevada on June 3, 2011. All share references have been restated to give effect to the forward split. | |||||||||
| On June 3, 2011, pursuant to shareholder approval, the Company amended its Articles of Incorporation and increased its authorized common stock, par value $0.00001, to 500,000,000 shares and authorized 100,000,000 shares of preferred stock par value $0.00001. | |||||||||
| Warrants - As a part of the Debenture issuance, warrants to acquire 4,250,000 shares of common stock were issued to the Debenture Investors and warrants to acquire 4,250,000 shares of common stock were issued to the existing shareholders. All of the warrants are exercisable at $0.15 per share. The total of 8,500,000 warrants includes 3,612,500 issued to employee shareholders, 4,250,000 issued to the Debenture Investors and 637,500 issued to non-employee shareholders. | |||||||||
| The fair value of each group of warrants on the date issued was estimated using the Black-Scholes valuation model. The following assumptions were used for the warrants granted in June 2011. See Note 8. | |||||||||
| Expected term | 5 years | ||||||||
| Expected average volatility | 75 | % | |||||||
| Expected dividend yield | 0 | % | |||||||
| Risk-free interest rate | 3.5 | % | |||||||
| The following table summarizes the valuation of the warrants. | |||||||||
| Warrants | Value | ||||||||
| Warrants issued with Debentures to Investors | 4,250,000 | $ | 131,978 | ||||||
| Warrants issued to non-employee shareholders | 637,500 | 19,797 | |||||||
| Total attributed to warrants issued with debt | 4,887,500 | 151,775 | |||||||
| Warrants issued to employee shareholders | 3,612,500 | 112,182 | |||||||
| 8,500,000 | $ | 263,957 | |||||||
| The $151,775 was initially recorded as a credit to additional paid in capital and a reduction (discount) of the Debentures. As of September 30, 2012, $151,775 had been amortized to interest expense ($69,563in 2012) and credited back to the Debenture account. The $112,182 was recorded as a credit to additional paid in capital and expensed in non-cash compensation for officers in June 2011. | |||||||||
| Escrow shares – In connection with the Debenture issuance, the Company issued 5,000,000 shares of its common stock to the principal shareholders of the Company in escrow. The shares may be released from escrow to the principal shareholders (or their designees) in accordance with a release schedule. The schedule provides that 3,300,000 shares will be released upon the Company reaching $1,000,000 in audited revenues over any consecutive 12 month period with the remaining shares released when the Company reaches $3,000,000 in audited revenues over any consecutive 12 month period. If either of the revenue goals has not been reached by June 30, 2016, the remaining shares will be cancelled. The escrow shares were issued solely in connection with the Debenture issuance, and accordingly, while disclosed as issued they are not considered outstanding and no accounting has yet been made. The accounting for the escrow shares will be completed when the shares are released from escrow. | |||||||||
| Related Party Transactions | 9 Months Ended |
| Sep. 30, 2012 | |
| Related Party Transactions [Abstract] | ' |
| Related Party Transactions | ' |
| NOTE 6: RELATED PARTY TRANSACTIONS | |
| During the period from inception (May 14, 2010) to December 31, 2010, the Company issued 4,462,500 shares to two of its directors and its principal shareholders in exchange for the intellectual property described in Note 2. The intellectual property was valued at the cost of the research and development costs expended by the shareholders. | |
| On June 1, 2011, the Company issued 956,250 shares of its common stock to each of its two principal officers for services rendered. The shares were valued at $49,995. | |
| On June 17, 2011, the Company issued warrants to acquire 3,825,000 shares of the Company's common stock for a five year term at $0.15 per share to its two principal officers and shareholders. The warrants were valued at $112,182 and recorded as officers’ compensation. See Note 8. | |
| At September 30, 2012, accrued expenses include accrued payroll for Michael Lebor of $46,093 and David Rosenberg of $22,614. Also at September 30, 2012, loans from employees includes a loan of $4,200 from David Rosenberg and $17,400 from another employee. | |
| Employment agreements | |
| On June 17, 2011, the Company and Michael Lebor entered into an employment agreement with an initial term ending June 30, 2014. Mr. Lebor was employed as Chief Executive Officer and Secretary for the Company. The agreement provides for a base salary of $150,000 per annum, eligibility for an annual incentive bonus of 15% of base salary and discretionary bonuses as approved by the board of directors, health and life insurance and telephone and car allowances. The agreement also provides non-compete provisions, restrictive covenants and other provisions typical of executive employment agreements. | |
| On June 17, 2011, the Company and David Rosenberg entered into an employment agreement with an initial term ending June 30, 2014. Mr. Rosenberg was employed as President for the Company. The agreement provides for a base salary of $150,000 per annum, eligibility for an annual incentive bonus of 15% of base salary and discretionary bonuses as approved by the board of directors, health and life insurance and telephone and car allowances. Mr. Rosenberg has agreed to a reduced salary of $75,000 per annum pending the effectiveness of the Registration Statement. The agreement also provides non-compete provisions, restrictive covenants and other provisions typical of executive employment agreements. |
| Commitments and Contingencies | 9 Months Ended |
| Sep. 30, 2012 | |
| Commitments and Contingencies Disclosure [Abstract] | ' |
| Commitments and Contingencies | ' |
| NOTE 7: COMMITMENTS AND CONTINGENCIES | |
| Office lease | |
| The Company executed a lease agreement for office space with the term commencing July 15, 2011 and ending July 31, 2012 at a monthly rate of $3,250, including utilities and other occupancy costs. The office lease will continue beyond July 31, 2012 on a month-to-month basis under the same terms. | |
| Form S-1 | |
| The Company filed a Registration Statement on Form S-1 (“S-1”) with the SEC and subsequently filed pre-effective amendments. The Registration Statement was declared effective May 14, 2012. | |
| Through the Form S-1, the Company proposes to raise a minimum of $3,000,000 (7,500,000 common shares and warrants to acquire 3,750,000 common shares) up to a maximum of $8,000,000 (20,000,000 common shares and warrants to acquire 10,000,000 common shares) through sales of Units. Each Unit consists of one share of common stock and a warrant to acquire ½ share of common stock. The Unit is expected to be priced at $0.40. | |
| The Company has an obligation to maintain the effectiveness of the registration statement until the warrants are either exercised or expire. Since it is considered to be outside the Company’s control to guarantee we can maintain effectiveness of the registration statement, the portion of the proceeds allocated to the warrants will be recorded as a liability when funding occurs. Based on preliminary pricing, the warrant liability would be $632,339 and $1,686,237 for the minimum and maximum sales, respectively. The actual amount will be determined when the transaction is completed and may vary from the preliminary amount. Subsequently, the liability will be revalued at the end of each quarter until the warrants are either exercised or expire. |
| Subsequent Event | 9 Months Ended |
| Sep. 30, 2012 | |
| Subsequent Events [Abstract] | ' |
| Subsequent Event | ' |
| NOTE 8: SUBSEQUENT EVENT | |
| The Company’s Senior Secured Debentures originally matured on June 17, 2012. Effective June 16, 2012, the holders of the Company’s Senior Secured Debentures (“Buyers”) agreed to forebear from enforcing any of their rights under the agreement prior to August 31, 2012. | |
| On November 14, 2012, the Company, the Buyers and the principal shareholders of the Company (“Existing Shareholders”) entered into another Forbearance Agreement (“Agreement”). The terms of the agreement provide: a. the Agreement is not a waiver of existing defaults, but a forbearance of their rights by the Buyers until December 15, 2012; b. the 3,612,500 warrants held by the Existing Shareholders are cancelled and reissued to the Buyers pro-rata; c. the current members of the Company’s Board of Directors will resign and cause the election of 3 representatives of Buyer to constitute the full Board of Directors; d. the Board of Directors of TECH will add 2 representatives of Buyer and fix the size of TECH’s Board of Directors at four members; and e. the term of the warrants will be extended from five years to seven years. | |
| The Company is currently working with the Buyers to complete documentation of the Agreement. |
