Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 14, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Intelligent Highway Solutions, Inc. | ' |
Entity Central Index Key | '0001549719 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 10,429,666 |
Condensed_Balance_Sheets
Condensed Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current assets | ' | ' |
Cash and cash equivalents | $21,436 | ' |
Accounts receivable, net of allowance of $0 and $17,850 | ' | 258,060 |
Other receivables | ' | 120 |
Other current assets | 8,236 | 6,005 |
Total current assets | 29,672 | 264,185 |
Property and equipment, net of accumulated depreciation of $19,913 and $8,325 | 57,341 | 68,929 |
Total assets | 87,013 | 333,114 |
Current liabilities | ' | ' |
Bank overdraft | 25 | 1,678 |
Accounts payable | 35,173 | 17,892 |
Notes payable, current portion | 249,971 | 319,560 |
Convertible notes payable, current portion | 30,000 | ' |
Derivative liability | 59,070 | ' |
Other payables | 85,806 | 82,403 |
Capital lease, current portion | 29,756 | 37,682 |
Accrued expenses and other liabilities | 762,137 | 744,750 |
Total current liabilities | 1,251,938 | 1,203,965 |
Convertible notes payable, net of discounts of $566,204 and $0 | 218,796 | ' |
Capital lease, net of current portion | ' | 20,740 |
Total liabilities | 1,470,734 | 1,224,705 |
Stockholders' deficit | ' | ' |
Common stock, $0.00001 par value; 100,000,000 shares authorized; 10,429,666 and 10,404,666 issued and outstanding at September 30, 2013 and December 31, 2012 | 104 | 104 |
Additional paid-in capital | 826,086 | 134,836 |
Accumulated deficit | -2,209,911 | -1,026,531 |
Total stockholders' deficit | -1,383,721 | -891,591 |
Total liabilities and stockholders' deficit | $87,013 | $333,114 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Balance Sheets [Abstract] | ' | ' |
Allowance for doubtful accounts (in dollars) | $0 | $17,850 |
Net accumulated depreciation | 19,913 | 8,325 |
Debt Discount, unamortized | $566,204 | $0 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 10,429,666 | 10,404,666 |
Common stock, shares outstanding | 10,429,666 | 10,404,666 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Statements of Operations [Abstract] | ' | ' | ' | ' |
Revenue | ' | $440,994 | $670,553 | $1,384,794 |
Cost of sales | ' | 338,961 | 790,769 | 1,058,493 |
Gross profit | ' | 102,033 | -120,216 | 326,301 |
Operating expenses | ' | ' | ' | ' |
Salaries and wages | 58,812 | 38,174 | 186,029 | 145,352 |
General and administrative | 190,337 | 175,138 | 632,226 | 527,747 |
Total operating expenses | 249,149 | 213,312 | 818,255 | 673,099 |
Loss from operations | -249,149 | -111,279 | -938,471 | -346,798 |
Other income (expense) | ' | ' | ' | ' |
Interest income | ' | 1 | ' | 1 |
Gain on derivative fair value adjustment | 27,213 | ' | 10,930 | ' |
Interest expense | -114,295 | -12,584 | -255,839 | -33,136 |
Total other expense | -87,082 | -12,583 | -244,909 | -33,135 |
Loss before income taxes | -336,231 | -123,862 | -1,183,380 | -379,933 |
Provision for income taxes | ' | ' | ' | ' |
Net loss | ($336,231) | ($123,862) | ($1,183,380) | ($379,933) |
Basic and diluted loss per common share | ($0.03) | ($0.01) | ($0.11) | ($0.04) |
Basic and diluted weighted average shares outstanding | 10,429,666 | 10,404,666 | 10,413,182 | 10,069,068 |
Condensed_Statement_of_Cash_Fl
Condensed Statement of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows from operating activities | ' | ' |
Net loss | ($1,183,380) | ($379,933) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' |
Common stock issued for services | ' | 3,440 |
Common stock issued as loan origination fee | 6,250 | ' |
Depreciation | 11,588 | 504 |
Amortization of loan fee | ' | 1,221 |
Gain on derivative fair value adjustment | -10,930 | ' |
Excess derivative liability charged to interest | 40,000 | ' |
Amortization of debt discount | 148,796 | ' |
Allowance for doubtful accounts | -17,850 | ' |
Changes in operating assets and liabilities | ' | ' |
Accounts receivable | 275,910 | -93,891 |
Other receivables | 120 | 5,774 |
Other current assets | -2,231 | -58,716 |
Accounts payable | 5,720 | 143,185 |
Other payables | 3,404 | 2,625 |
Accrued expenses and other liabilities | 17,387 | 273,924 |
Net cash used in operating activities | -705,216 | -101,867 |
Cash flows from investing activities | ' | ' |
Cash flows from financing activities | ' | ' |
Proceeds from (repayment of) bank overdraft | -1,653 | 31,355 |
Repayment of related party notes payable | ' | ' |
Proceeds from convertible notes payable | 785,000 | ' |
Proceeds from notes payable | 20,000 | ' |
Repayments of notes payable | -48,029 | -7,292 |
Capital lease financing repayments | -28,666 | ' |
Issuance of common stock for cash | ' | 42,000 |
Net cash provided by financing activities | 726,652 | 66,063 |
Change in cash and cash equivalents | 21,436 | -35,804 |
Cash at beginning of period | ' | 35,804 |
Cash at end of period | 21,436 | ' |
Supplemental disclosures of cash flow information | ' | ' |
Cash paid for interest | 60,794 | 6,251 |
Cash paid for income taxes | ' | ' |
Supplemental disclosure of non-cash financing activities: | ' | ' |
Debt discount on convertible notes | 566,204 | ' |
Derivative valuation | $30,000 | ' |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Summary of Significant Accounting Policies and Condensed Financial Statements [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization, Nature of Business and Trade Name | |
Intelligent Highway Solutions, Inc. (the “Company” or “IHS”) was formed in April 22, 2011; IHS is a technology based intelligent highway solutions contractor. The Company’s primarily focus is in the California transportation market providing services that range from providing labor, materials, and related equipment for corrective service and maintenance services for the States transportation infrastructure. Additionally, the Company intends to develop transportation technology services that enable vehicles, roads, traffic lights, message signs, and other elements to become “intelligent” by embedding them with microchips and sensors and by empowering them to communicate with each other via wireless technologies. The acceleration of data collection and communication will allow state governments to improve transportation system performance by reducing congestion and increasing both traveler safety and convenience. |
Condensed_Financial_Statements
Condensed Financial Statements | 9 Months Ended |
Sep. 30, 2013 | |
Summary of Significant Accounting Policies and Condensed Financial Statements [Abstract] | ' |
CONDENSED FINANCIAL STATEMENTS | ' |
NOTE 2 – CONDENSED FINANCIAL STATEMENT | |
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows September 30, 2013 and for all periods presented herein, have been made. | |
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2012 audited financial statements. The results of operations for the periods ended September 30, 2013 are not necessarily indicative of the operating results for the full year. |
Going_Concern
Going Concern | 9 Months Ended |
Sep. 30, 2013 | |
Going Concern [Abstract] | ' |
GOING CONCERN | ' |
NOTE 3 – GOING CONCERN | |
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. | |
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Significant Accounting Policies [Abstract] | ' | ||||||||
SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||
NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES | |||||||||
Use of Estimates | |||||||||
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. | |||||||||
Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. | |||||||||
Cash and Cash Equivalents | |||||||||
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. | |||||||||
Accounts Receivable | |||||||||
Accounts receivable are carried at the expected net realizable value. The allowance for doubtful accounts, is based on management's assessment of the collectability of specific customer accounts and the aging of the accounts receivables. If there were a deterioration of a major customer's creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations. The Company had bad debt recovery of $13,158 during the nine months ended September 30, 2013 and bad debt expense of $0 during the nine months ended September 30, 2012. | |||||||||
Property, Plant and Equipment | |||||||||
Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. | |||||||||
Depreciation is computed over the estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: | |||||||||
Estimated Useful Life | |||||||||
Furniture and fixtures | 5 years | ||||||||
Machinery and equipment | 5 years | ||||||||
Vehicles | 5 years | ||||||||
For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method. Balances of each asset class as of September 30, 2013 and December 31, 2012 were: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Machinery and equipment | $ | 2,149 | $ | 2,149 | |||||
Furniture and fixtures | 1,210 | 1,210 | |||||||
Vehicles | 73,895 | 73,895 | |||||||
Sub Total | $ | 77,254 | $ | 77,254 | |||||
Accumulated depreciation | (19,913 | ) | (8,325 | ) | |||||
Total | $ | 57,341 | $ | 68,929 | |||||
Other Payables | |||||||||
The Company had other payables consisting of the following at September 30, 2013 and December 31, 2012: | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Interest | $ | 54,930 | $ | 48,681 | |||||
Income tax | - | 800 | |||||||
Sales Tax | - | 2,046 | |||||||
Other | 30,876 | 30,876 | |||||||
Total | $ | 85,806 | $ | 82,403 | |||||
Revenue Recognition | |||||||||
Service revenue is recognized in the period services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured. The Company’s service revenue is largely attributable professional engineering services where the fee is based on the billable rate of the employees. | |||||||||
Recent Accounting Pronouncements | |||||||||
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements. | |||||||||
Reclassifications | |||||||||
Certain prior-year amounts have been reclassified in order to conform to the current-year presentation. These reclassifications related to notes payable where prior periods had incorrectly shown certain notes as being related party whereas they were not. | |||||||||
Fair Value Measurements | |||||||||
In January 2010, the FASB ASC Topic 825, Financial Instruments, requires disclosures about fair value of financial instruments in quarterly reports as well as in annual reports. For the Company, this statement applies to certain investments and long-term debt. Also, the FASB ASC Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. | |||||||||
Various inputs are considered when determining the value of the Company’s investments and long-term debt. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below. | |||||||||
● | Level 1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets. | ||||||||
● | Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.). | ||||||||
● | Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments). | ||||||||
The Company’s adoption of FASB ASC Topic 825 effectively at the inception did not have a material impact on the Company’s financial statements. | |||||||||
Fair Value Measurements (continued) | |||||||||
The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The Company does not have financial assets as an investment carried at fair value on a recurring basis as of September 30, 2013. | |||||||||
The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment. As of September 30, 2013, the Company has assets and liabilities in cash, various receivables, property and equipment, and various payables. Management believes that they are being presented at their fair market value. | |||||||||
Net Loss Per Share | |||||||||
Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares and potential common shares during the specified period. For the nine months ended September 30, 2013, potential common shares are not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. There were 2,825,730 and 0 such potentially dilutive shares excluded as of September 30, 2013 and 2012, respectively. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
NOTE 5 - FAIR VALUE MEASUREMENTS | |||||||||||||||||
On a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy. The following table presents information about the Company’s liabilities measured at fair value as of September 30, 2013 and December 31, 2012: | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value at September 30, 2013 | ||||||||||||||
Liabilities | |||||||||||||||||
Derivative Liability | - | - | $ | 59,070 | $ | 59,070 | |||||||||||
Level 1 | Level 2 | Level 3 | Fair Value at December 31, 2012 | ||||||||||||||
Liabilities | |||||||||||||||||
Derivative Liability | - | - | - | - | |||||||||||||
The fair value changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3), relate solely to the derivative liability as follows: | |||||||||||||||||
Balance at December 31, 2012 | $ | - | |||||||||||||||
Derivative liability recorded | 70,000 | ||||||||||||||||
Fair value adjustment | -10,930 | ||||||||||||||||
Balance at September 30, 2013 | $ | 59,070 |
Note_Payable
Note Payable | 9 Months Ended |
Sep. 30, 2013 | |
Notes Payable and Convertible Notes Payable [Abstract] | ' |
NOTES PAYABLE | ' |
NOTE 5 – NOTES PAYABLE | |
On June 17, 2011 the Company received a loan in the amount of $65,000 from Innovest, LLC (“Innovest”). The loan is unsecured and bears a simple interest of 1.5% per month to be paid monthly for the previous month’s outstanding principal. The loan was due on June 17, 2012; however, the Company negotiated to extend the maturity date Our Chief Executive Officer, Devon Jones, and our Chief Financial Officer and Chief Operating Officer, Philip Kirkland, have personally guaranteed this loan. There was $62,042 and $65,000 in principal plus accrued interest of $4,161 and $4,383 due at September 30, 2013 and December 31, 2012. | |
On October 30, 2011 the Company received a loan in the amount of $130,000 from Kenneth K. Polk. The loan is unsecured and bears a simple interest of 2.5% per month to be paid monthly for previous month’s outstanding principal. The loan was originally due on March 30, 2012; however, the note’s maturity was extended until September 30, 2012. The Company is negotiating to further extend its maturity date. There was $100,000 and $111,560 in principal plus accrued interest of $12,685 and $428 due at September 30, 2013 and December 31, 2012. | |
On November 21, 2011 the Company received a loan in the amount of $27,000 from Byrd & Company LLC, Emerging Markets Consulting LLC, and Douglas S. Hackett ($9,000 from each party). The loan is unsecured and bears a simple interest of 12% per annum to be amortized in 6 equal installments of principal and interest commencing January 1, 2012 through June 1, 2012. Our Chief Executive Officer, Devon Jones, and our Chief Financial Officer and Chief Operating Officer, Philip Kirkland, have personally guaranteed this loan. On March 1, 2012, the Company issued Emerging Markets Consulting, LLC shares of common stock equivalent to $19,000, $10,000 for cash and $9,000 in satisfaction of the outstanding loan. Accordingly, the loan from Emerging Markets Consulting, LLC is no longer outstanding. Additionally, the Company is in negotiations to extend the maturity date of the note from Byrd & Company has been extended to November 1, 2012. Also, the Company is negotiating to amend or extend the terms of the remaining amount of the note from Douglas S. Hackett. There was $9,000 and $13,000 in principal plus accrued interest of $4,033 and $3,099 due at September 30, 2013 and December 31, 2012. | |
On December 15, 2011 the Company received a loan in the amount of $100,000 from O.K. and B. The loan is unsecured and bears a simple interest of 5% per annum. The loan was originally due on March 15, 2012, however the note’s maturity was extended to September 17, 2012. The Company is negotiating to further extend its maturity date. There was $78,929 and $100,000 in principal plus accrued interest of $1,332 with prepaid interest of $1,458 at September 30, 2013 and December 31, 2012. |
Convertible_Notes_Payable
Convertible Notes Payable | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Notes Payable and Convertible Notes Payable [Abstract] | ' | |||||||||||||||||
CONVERTIBLE NOTES PAYABLE | ' | |||||||||||||||||
NOTE 6 - CONVERTIBLE NOTES PAYABLE | ||||||||||||||||||
On October 26, 2012, the Company received a loan totaling $30,000 from an unrelated party. The note bears interest at 10% per annum and had an original maturity date of April 26, 2013; however, the Company is in negotiations to extend the maturity date. There was $30,000 in principal plus accrued interest of $2,778 and $542 at September 30, 2013 and December 31, 2012. The principal and accrued interest may be converted at the option of the holder to common stock at $0.30. | ||||||||||||||||||
During the nine months ended September 30, 2013, the Company entered into debt agreements with various individuals to borrow a total of $785,000. The notes accrue interest at 10% per annum and are due in are due in full between January and June 2015 with no repayments due before maturity. The principal and accrued interest may be converted at the option of the holder to common stock at $0.30. The following table depicts the amounts due for each note as of September 30, 2013: | ||||||||||||||||||
Maturity Date | Principal | Debt Discount | Carrying Amount | Accrued Interest | ||||||||||||||
Note holder 1 | 1/24/15 | $ | 100,000 | $ | - | $ | 100,000 | $ | 6,274 | |||||||||
Note holder 2 | 4/26/15 | 60,000 | (47,096 | ) | 12,904 | 2,597 | ||||||||||||
Note holder 3 | 5/3/15 | 25,000 | (19,863 | ) | 5,137 | 1,021 | ||||||||||||
Note holder 4 | 5/9/15 | 100,000 | (79,452 | ) | 20,548 | 3,904 | ||||||||||||
Note holder 4 | 5/31/15 | 50,000 | (41,576 | ) | 8,424 | 1,671 | ||||||||||||
Note holder 5 | 5/17/15 | 50,000 | (40,685 | ) | 9,315 | 1,959 | ||||||||||||
Note holder 6 | 5/30/15 | 100,000 | (80,273 | ) | 19,727 | 4,082 | ||||||||||||
Note holder 7 | 5/9/15 | 50,000 | (40,137 | ) | 9,863 | 1,959 | ||||||||||||
Note holder 8 | 5/9/15 | 50,000 | (40,137 | ) | 9,863 | 1,904 | ||||||||||||
Note holder 9 | 6/7/15 | 25,000 | (21,061 | ) | 3,939 | 781 | ||||||||||||
Note holder 10 | 7/1/15 | 100,000 | (87,123 | ) | 12,877 | 2,548 | ||||||||||||
Note holder 11 | 7/15/24 | 50,000 | (44,726 | ) | 5,274 | 1,055 | ||||||||||||
Note holder 12 | 8/20/15 | 25,000 | (24,075 | ) | 925 | 185 | ||||||||||||
Note holder 13 | 4/26/13 | 30,000 | - | 30,000 | 2,778 | |||||||||||||
Total | $ | 815,000 | $ | (566,204 | ) | $ | 248,796 | $ | 32,718 |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Notes Payable [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 7 – RELATED PARTYTRANSACTIONS | |
We have engaged an entity controlled by the director of the Company to perform consulting services related to the development of new technologies. Payments to this party totaled $12,275 and $23,471 during the nine months ended September 30, 2013 and 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Commitments and Contingencies [Abstract] | ' | ||||||||
COMMITMENTS AND CONTINGENCIES | ' | ||||||||
NOTE 8 – COMMITMENTS AND CONTINGENCIES | |||||||||
The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. | |||||||||
As of the date of this report, except as described below, there are no material pending legal proceedings to which the Company is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities. | |||||||||
As of September 30, 2013 and December 31, 2012, the Company had accrued $488,157 and $488,557 in payroll tax liabilities. The payment of these liabilities has not been made due to our limited profitability. Due to the uncertainty regarding our future profitability, it is difficult to predict our ability to pay these liabilities. As a result, a federal tax lien has been levied that will have to be satisfied. | |||||||||
Office and Warehouse Lease | |||||||||
The Company is required under the terms of the rental lease to make monthly lease payments. | |||||||||
The Company’s property lease is for an initial period of thirteen months from October 2011 and may be extended in thirteen-month increments for up to a total term of twenty-six months. The Company may not terminate this lease prior to the agreed upon termination date. The minimum future annual rental commitments are as follows: | |||||||||
2013 | 6,180 | ||||||||
2014 | 18,720 | ||||||||
Total annual lease commitments | $ | 24,900 | |||||||
Vehicle Leases | |||||||||
The Company entered into twenty-four month lease agreements to finance certain vehicles during the year of 2012 with a bargain purchase option of $1. As such, the Company has accounted for these transactions as capital leases, assuming an imputed 5% annual interest rate. The balance of the capital lease at September 30, 2013 and December 31, 2012 was as follows: | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||
Total rental payments | $ | 33,890 | $ | 64,391 | |||||
Less: Implied interest at 5% | (4,134 | ) | (5,969 | ) | |||||
Principal balance | $ | 29,756 | $ | 58,422 | |||||
Future discounted principal payments over the term of this lease are as follows; | |||||||||
2013 | $ | 9,872 | |||||||
2014 | 19,884 | ||||||||
Total annual lease commitments | $ | 29,756 | |||||||
Additionally, the Company has leases on a month to month basis which are cancelable at any time with payments totaling $6,654. |
Significant_Transactions
Significant Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Significant Transactions [Abstract] | ' |
SIGNIFICANT TRANSACTIONS | ' |
NOTE 9 - SIGNIFICANT TRANSACTIONS | |
On April 24, 2013, Intelligent Highway Solutions, Inc. (the “Company”) was informed that Mr. Michael Sullivan received notice on the same day from the Division of Procurement and Contracts of the California Department of Transportation (“Caltrans”) that Caltrans was terminating the nine Caltrans contracts (the “Agreements”), dated as of June 1, 2011, between Michael J. Sullivan Communications and Caltrans effective upon receipt of the notice pursuant to its right to terminate the Agreement upon thirty (30) days notice (the “Termination”). On June 21, 2011, the Company purchased the Agreements from Mr. Sullivan. Pursuant to Agreements, the Company provided on-call, as needed, maintenance and repair of Caltrans’ Traffic Operations System Network. | |
As a result of the Termination, the Company is negotiating with Caltrans to enter into a new agreement to perform the same services as agreed upon in the Agreements. However, as of the date hereof, the Company has not entered into an agreement and cannot make any assurance that an agreement will be executed. CalTrans accounted for 100% of our revenues during the nine months ended September 30, 2013 and 2012 as well as the years ended December 31, 2012 and 2011. | |
No material relationship exists between the Company and Caltrans, except in connection with the Agreements. |
Derivative_Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2013 | |
Derivative Liability [Abstract] | ' |
DERIVATIVE LIABILITY | ' |
NOTE 10 – DERIVATIVE LIABILITY | |
As of September 30, 2013 the Company had an $59,070 derivative liability balance on the balance sheet, and for the nine months ended September 30, 2013, the Company recorded a $10,930 gain from derivative liability fair value adjustment. The derivative liability activity comes from convertible notes payable as follows: | |
As discussed in Note 5 – “Notes Payable”, during 2012, the Company issued an aggregate of $30,000 Convertible Promissory Notes to an unrelated party that matured on April 26, 2013. The Company is currently negotiating an extension of the maturity date and anticipates to successfully do so. The note bears interest at a rate of 10% per annum and can be convertible into the Company’s common shares, at the holder’s option, at the conversion rates of $0.30 per share. The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to “reset” provisions in the event the Company subsequently issues common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than conversion price of these notes. If these provisions are triggered, the conversion price of the note will be reduced. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the note and recorded a derivative liability. | |
The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the inception dates of the note was $70,000. Of the total, $30,000 was recorded as a debt discount, which is up to but not more than the net proceeds of the notes. $40,000 was charged to operations as non-cash interest expense. The fair value of $70,000 was recorded as a derivative liability on the balance sheet. | |
The debt discount for the note was amortized over the term of our stock’s opening trading day to the original maturity, or two days. On September 30, 2013, the Company marked-to-market the fair value of the derivative liabilities related to note and determined an aggregate fair value of $59,070 and recorded a $10,930 gain from change in fair value of derivatives for the nine months ended September 30, 2013. The fair value of the embedded derivatives for the notes was determined using the Black-Scholes option pricing model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 113%, (3) risk-free interest rate of 0.07%, (4) expected life of 0.57 of a year, and (5) estimated fair value of the Company’s common stock of $0.87 per share. |
Restatement
Restatement | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Restatement [Abstract] | ' | ||||||||||||
RESTATEMENT | ' | ||||||||||||
NOTE 11 - RESTATEMENT | |||||||||||||
The Company has restated its results for the three and nine months ended September 30, 2012 to appropriately reflect additional accrued compensation due to our officers as of September 30, 2012. The net effect on the revised statements of operations for September 30, 2012 are: | |||||||||||||
As Reported | Adjustments | As Restated | |||||||||||
Three months ended September 30, 2012: | |||||||||||||
Salaries and wages | $ | 24,378 | $ | 13,796 | $ | 38,174 | |||||||
General and administrative | 140,607 | 34,531 | 175,138 | ||||||||||
Net loss | $ | 75,535 | $ | 48,327 | $ | 123,862 | |||||||
Nine months ended September 30, 2012: | |||||||||||||
Salaries and wages | $ | 81,657 | $ | 63,695 | $ | 145,352 | |||||||
General and administrative | 456,541 | 71,206 | 527,747 | ||||||||||
Net loss | $ | 248,032 | $ | 131,901 | $ | 379,933 |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 12 – SUBSEQUENT EVENTS | |
On October 25, 2013, the Company entered into a convertible debt agreement with an unrelated party to borrow $50,000. The note accrues interest at 10% per annum and is due on October 25, 2015 with no payments due prior to maturity. The principal and accrued interest may be converted at the option of the holder to common stock at $0.30. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Significant Accounting Policies [Abstract] | ' | ||||||||
Use of Estimates | ' | ||||||||
Use of Estimates | |||||||||
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. | |||||||||
Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents | |||||||||
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. | |||||||||
Accounts Receivable | ' | ||||||||
Accounts Receivable | |||||||||
Accounts receivable are carried at the expected net realizable value. The allowance for doubtful accounts, is based on management's assessment of the collectability of specific customer accounts and the aging of the accounts receivables. If there were a deterioration of a major customer's creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations. The Company had bad debt recovery of $13,158 during the nine months ended September 30, 2013 and bad debt expense of $0 during the nine months ended September 30, 2012. | |||||||||
Property, Plant and Equipment | ' | ||||||||
Property, Plant and Equipment | |||||||||
Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. | |||||||||
Depreciation is computed over the estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: | |||||||||
Estimated Useful Life | |||||||||
Furniture and fixtures | 5 years | ||||||||
Machinery and equipment | 5 years | ||||||||
Vehicles | 5 years | ||||||||
For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method. Balances of each asset class as of September 30, 2013 and December 31, 2012 were: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Machinery and equipment | $ | 2,149 | $ | 2,149 | |||||
Furniture and fixtures | 1,210 | 1,210 | |||||||
Vehicles | 73,895 | 73,895 | |||||||
Sub Total | $ | 77,254 | $ | 77,254 | |||||
Accumulated depreciation | (19,913 | ) | (8,325 | ) | |||||
Total | $ | 57,341 | $ | 68,929 | |||||
Other Payables | ' | ||||||||
Other Payables | |||||||||
The Company had other payables consisting of the following at September 30, 2013 and December 31, 2012: | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Interest | $ | 54,930 | $ | 48,681 | |||||
Income tax | - | 800 | |||||||
Sales Tax | - | 2,046 | |||||||
Other | 30,876 | 30,876 | |||||||
Total | $ | 85,806 | $ | 82,403 | |||||
Revenue Recognition | ' | ||||||||
Revenue Recognition | |||||||||
Service revenue is recognized in the period services are rendered and earned under service arrangements with clients where service fees are fixed or determinable and collectability is reasonably assured. The Company’s service revenue is largely attributable professional engineering services where the fee is based on the billable rate of the employees. | |||||||||
Recent Accounting Pronouncements | ' | ||||||||
Recent Accounting Pronouncements | |||||||||
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements. | |||||||||
Reclassifications | ' | ||||||||
Reclassifications | |||||||||
Certain prior-year amounts have been reclassified in order to conform to the current-year presentation. These reclassifications related to notes payable where prior periods had incorrectly shown certain notes as being related party whereas they were not. | |||||||||
Fair Value Measurements | ' | ||||||||
Fair Value Measurements | |||||||||
In January 2010, the FASB ASC Topic 825, Financial Instruments, requires disclosures about fair value of financial instruments in quarterly reports as well as in annual reports. For the Company, this statement applies to certain investments and long-term debt. Also, the FASB ASC Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. | |||||||||
Various inputs are considered when determining the value of the Company’s investments and long-term debt. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below. | |||||||||
● | Level 1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets. | ||||||||
● | Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.). | ||||||||
● | Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments). | ||||||||
The Company’s adoption of FASB ASC Topic 825 effectively at the inception did not have a material impact on the Company’s financial statements. | |||||||||
The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The Company does not have financial assets as an investment carried at fair value on a recurring basis as of September 30, 2013. | |||||||||
The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment. As of September 30, 2013, the Company has assets and liabilities in cash, various receivables, property and equipment, and various payables. Management believes that they are being presented at their fair market value. | |||||||||
Net Loss Per Share | ' | ||||||||
Net Loss Per Share | |||||||||
Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares and potential common shares during the specified period. For the nine months ended September 30, 2013, potential common shares are not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. There were 2,825,730 and 0 such potentially dilutive shares excluded as of September 30, 2013 and 2012, respectively. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Significant Accounting Policies [Abstract] | ' | ||||||||
Schedule of estimated useful lives of depreciable assets | ' | ||||||||
Estimated Useful Life | |||||||||
Furniture and fixtures | 5 years | ||||||||
Machinery and equipment | 5 years | ||||||||
Vehicles | 5 years | ||||||||
Summary of property, plant and equipment | ' | ||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Machinery and equipment | $ | 2,149 | $ | 2,149 | |||||
Furniture and fixtures | 1,210 | 1,210 | |||||||
Vehicles | 73,895 | 73,895 | |||||||
Sub Total | $ | 77,254 | $ | 77,254 | |||||
Accumulated depreciation | (19,913 | ) | (8,325 | ) | |||||
Total | $ | 57,341 | $ | 68,929 | |||||
Schedule of other payable | ' | ||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Interest | $ | 54,930 | $ | 48,681 | |||||
Income tax | - | 800 | |||||||
Sales Tax | - | 2,046 | |||||||
Other | 30,876 | 30,876 | |||||||
Total | $ | 85,806 | $ | 82,403 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Summary of liabilities measured at fair value on recurring basis | ' | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Fair Value at September 30, 2013 | ||||||||||||||
Liabilities | |||||||||||||||||
Derivative Liability | - | - | $ | 59,070 | $ | 59,070 | |||||||||||
Level 1 | Level 2 | Level 3 | Fair Value at December 31, 2012 | ||||||||||||||
Liabilities | |||||||||||||||||
Derivative Liability | - | - | - | - | |||||||||||||
Shedule of changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3) | ' | ||||||||||||||||
Balance at December 31, 2012 | $ | - | |||||||||||||||
Derivative liability recorded | 70,000 | ||||||||||||||||
Fair value adjustment | -10,930 | ||||||||||||||||
Balance at September 30, 2013 | $ | 59,070 |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Notes Payable and Convertible Notes Payable [Abstract] | ' | |||||||||||||||||
Summary of amounts due for convertible notes payable | ' | |||||||||||||||||
Maturity Date | Principal | Debt Discount | Carrying Amount | Accrued Interest | ||||||||||||||
Note holder 1 | 1/24/15 | $ | 100,000 | $ | - | $ | 100,000 | $ | 6,274 | |||||||||
Note holder 2 | 4/26/15 | 60,000 | (47,096 | ) | 12,904 | 2,597 | ||||||||||||
Note holder 3 | 5/3/15 | 25,000 | (19,863 | ) | 5,137 | 1,021 | ||||||||||||
Note holder 4 | 5/9/15 | 100,000 | (79,452 | ) | 20,548 | 3,904 | ||||||||||||
Note holder 4 | 5/31/15 | 50,000 | (41,576 | ) | 8,424 | 1,671 | ||||||||||||
Note holder 5 | 5/17/15 | 50,000 | (40,685 | ) | 9,315 | 1,959 | ||||||||||||
Note holder 6 | 5/30/15 | 100,000 | (80,273 | ) | 19,727 | 4,082 | ||||||||||||
Note holder 7 | 5/9/15 | 50,000 | (40,137 | ) | 9,863 | 1,959 | ||||||||||||
Note holder 8 | 5/9/15 | 50,000 | (40,137 | ) | 9,863 | 1,904 | ||||||||||||
Note holder 9 | 6/7/15 | 25,000 | (21,061 | ) | 3,939 | 781 | ||||||||||||
Note holder 10 | 7/1/15 | 100,000 | (87,123 | ) | 12,877 | 2,548 | ||||||||||||
Note holder 11 | 7/15/24 | 50,000 | (44,726 | ) | 5,274 | 1,055 | ||||||||||||
Note holder 12 | 8/20/15 | 25,000 | (24,075 | ) | 925 | 185 | ||||||||||||
Note holder 13 | 4/26/13 | 30,000 | - | 30,000 | 2,778 | |||||||||||||
Total | $ | 815,000 | $ | (566,204 | ) | $ | 248,796 | $ | 32,718 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Commitments and Contingencies [Abstract] | ' | ||||||||
Schedule of minimum future annual rental commitments of office and warehouse lease | ' | ||||||||
2013 | 6,180 | ||||||||
2014 | 18,720 | ||||||||
Total annual lease commitments | $ | 24,900 | |||||||
Schedule of future lease payments related to vehicle capital lease | ' | ||||||||
September 30, 2013 | December 31, 2012 | ||||||||
Total rental payments | $ | 33,890 | $ | 64,391 | |||||
Less: Implied interest at 5% | (4,134 | ) | (5,969 | ) | |||||
Principal balance | $ | 29,756 | $ | 58,422 | |||||
Schedule of Future lease payments related to vehicle capital lease | ' | ||||||||
2013 | $ | 9,872 | |||||||
2014 | 19,884 | ||||||||
Total annual lease commitments | $ | 29,756 | |||||||
Restatement_Tables
Restatement (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Restatement [Abstract] | ' | ||||||||||||
Summary of restatement to prior year income | ' | ||||||||||||
As Reported | Adjustments | As Restated | |||||||||||
Three months ended September 30, 2012: | |||||||||||||
Salaries and wages | $ | 24,378 | $ | 13,796 | $ | 38,174 | |||||||
General and administrative | 140,607 | 34,531 | 175,138 | ||||||||||
Net loss | $ | 75,535 | $ | 48,327 | $ | 123,862 | |||||||
Nine months ended September 30, 2012: | |||||||||||||
Salaries and wages | $ | 81,657 | $ | 63,695 | $ | 145,352 | |||||||
General and administrative | 456,541 | 71,206 | 527,747 | ||||||||||
Net loss | $ | 248,032 | $ | 131,901 | $ | 379,933 |
Significant_Accounting_Policie3
Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Furniture and fixtures [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives of depreciable assets | '5 years |
Machinery and equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives of depreciable assets | '5 years |
Vehicle [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives of depreciable assets | '5 years |
Significant_Accounting_Policie4
Significant Accounting Policies (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment, Net, by Type [Abstract] | ' | ' |
Property, Plant and Equipment Total | $77,254 | $77,254 |
Accumulated depreciation | -19,913 | -8,325 |
Net | 57,341 | 68,929 |
Machinery and equipment [Member] | ' | ' |
Property, Plant and Equipment, Net, by Type [Abstract] | ' | ' |
Property, Plant and Equipment Total | 2,149 | 2,149 |
Furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment, Net, by Type [Abstract] | ' | ' |
Property, Plant and Equipment Total | 1,210 | 1,210 |
Vehicle [Member] | ' | ' |
Property, Plant and Equipment, Net, by Type [Abstract] | ' | ' |
Property, Plant and Equipment Total | $73,895 | $73,895 |
Significant_Accounting_Policie5
Significant Accounting Policies (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Summary Of Other Payable [Abstract] | ' | ' |
Interest | $54,930 | $48,681 |
Income tax | ' | 800 |
Sales Tax | ' | 2,046 |
Other | 30,876 | 30,876 |
Total | $85,806 | $82,403 |
Significant_Accounting_Policie6
Significant Accounting Policies (Details Textual) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Accounting Policies [Textual] | ' | ' |
Amount of bad debt recovery | $13,158 | ' |
Amount of bad debt expense | $0 | $0 |
Earnings per share, potentially dilutive securities description | 'For the nine months ended September 30, 2013, potential common shares are not included in the diluted net loss per share calculation as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. There were 2,825,730 and 0 such potentially dilutive shares excluded as of September 30, 2013 and 2012, respectively. | ' |
Net loss per share, potentially dilutive securities | 2,825,730 | 0 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Liabilities [Abstract] | ' | ' |
Derivative Liability | $59,070 | ' |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ' | ' |
Liabilities [Abstract] | ' | ' |
Derivative Liability | ' | ' |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ' | ' |
Liabilities [Abstract] | ' | ' |
Derivative Liability | ' | ' |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ' | ' |
Liabilities [Abstract] | ' | ' |
Derivative Liability | $59,070 | ' |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ' | ' | ' | ' |
Fair value adjustment | $27,213 | ' | $10,930 | ' |
Level 3 [Member] | ' | ' | ' | ' |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ' | ' | ' | ' |
Balance at December 31, 2012 | ' | ' | ' | ' |
Derivative liability recorded | ' | ' | 70,000 | ' |
Fair value adjustment | ' | ' | -10,930 | ' |
Balance at September 30, 2013 | $59,070 | ' | $59,070 | ' |
Note_Payable_Details
Note Payable (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Jun. 17, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 30, 2011 | Sep. 30, 2013 | Nov. 21, 2011 | Mar. 01, 2012 | Nov. 21, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Nov. 21, 2011 | Dec. 15, 2011 | Sep. 30, 2013 | Dec. 31, 2012 |
Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | |||
Innovest, LLC [Member] | Innovest, LLC [Member] | Innovest, LLC [Member] | Kenneth K. Polk [Member] | Kenneth K. Polk [Member] | Kenneth K. Polk [Member] | Byrd & Company LLC [Member] | Byrd & Company LLC [Member] | Emerging Markets Consulting LLC [Member] | Emerging Markets Consulting LLC [Member] | Douglas S. Hackett [Member] | Douglas S. Hackett [Member] | Douglas S. Hackett [Member] | O.K. and B [Member] | O.K. and B [Member] | O.K. and B [Member] | |||
Note Payable (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowed amount | ' | ' | ' | ' | $65,000 | ' | ' | $130,000 | ' | $9,000 | ' | $9,000 | ' | ' | $9,000 | $100,000 | ' | ' |
Interest rate per month | 10.00% | 10.00% | ' | ' | 1.50% | ' | ' | 2.50% | ' | 12.00% | ' | 12.00% | ' | ' | 12.00% | 5.00% | ' | ' |
Note payable, maturity description | ' | ' | 'The loan was due on June 17, 2012; however, the Company is currently in negotiations to extend the maturity date. | ' | ' | 'The loan was originally due on March 30, 2012; however, the note's maturity was extended until September 30, 2012. | ' | ' | 'Extended to November 1, 2012. | ' | ' | ' | ' | ' | ' | 'Originally due on March 15, 2012, however the note's maturity was extended to September 17, 2012. | ' | ' |
Notes Payable principal outstanding | ' | ' | 62,042 | 65,000 | ' | 100,000 | 111,560 | ' | ' | ' | ' | ' | 9,000 | 13,000 | ' | ' | 78,929 | 100,000 |
Accrued interest | ' | ' | 4,161 | 4,383 | ' | 12,685 | 428 | ' | ' | ' | ' | ' | 4,033 | 3,099 | ' | ' | 4,033 | 4,033 |
Prepaid interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,458 | 1,458 |
Value of common stock in satisfaction of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,000 | ' | ' | ' | ' | ' | ' | ' |
Cash payment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' |
Repayment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,000 | ' | ' | ' | ' | ' | ' | ' |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Oct. 26, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | |||
Note holder 1 [Member] | Note holder 2 [Member] | Note holder 3 [Member] | Note holder 4 i [Member] | Note holder 4 ii [Member] | Note holder 5 [Member] | Note holder 6 [Member] | Note holder 7 [Member] | Note holder 8 [Member] | Note holder 9 [Member] | Note holder 10 [Member] | Note holder 11 [Member] | Note holder 12 [Member] | Note holder 13 [Member] | |||||
Convertible Notes Payable [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity Date | ' | ' | ' | ' | 24-Jan-15 | 26-Apr-15 | 3-May-15 | 9-May-15 | 31-May-15 | 17-May-15 | 30-May-15 | 9-May-15 | 9-May-13 | 7-Jun-15 | 1-Jul-15 | 15-Jul-24 | 20-Aug-15 | 26-Apr-13 |
Principal | ' | ' | $785,000 | $30,000 | $100,000 | $60,000 | $25,000 | $100,000 | $50,000 | $50,000 | $100,000 | $50,000 | $50,000 | $25,000 | $100,000 | $50,000 | $25,000 | $30,000 |
Debt Discount | -566,204 | 0 | -566,204 | ' | ' | -47,096 | -19,863 | -79,452 | -41,576 | -40,685 | -80,273 | -40,137 | -40,137 | -21,061 | -87,123 | -44,726 | -24,075 | ' |
Carrying Amount | ' | ' | 248,796 | ' | 100,000 | 12,904 | 5,137 | 20,548 | 8,424 | 9,315 | 19,727 | 9,863 | 9,863 | 3,939 | 12,877 | 5,274 | 925 | 30,000 |
Accrued interest | ' | ' | $32,718 | $2,778 | $6,274 | $2,597 | $1,021 | $3,904 | $1,671 | $1,959 | $4,082 | $1,959 | $1,904 | $781,000 | $2,548 | $1,055 | $185 | $2,778 |
Convertible_Notes_Payable_Deta1
Convertible Notes Payable (Details Textual) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 26, 2012 | Sep. 30, 2013 |
Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | |||
Convertible Notes Payable (Textual) | ' | ' | ' | ' |
Principal | ' | ' | $30,000 | $785,000 |
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% |
Note payable, maturity description | ' | ' | 'The original maturity date of April 26, 2013; however, the Company is in negotiations to extend the maturity date. | 'Between January and June 2015 |
Conversion rates | ' | $0.30 | $0.30 | $0.30 |
Notes payable principal outstanding | ' | ' | 30,000 | ' |
Accrued interest | ' | ' | $2,778 | $32,718 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (Director [Member], USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Director [Member] | ' | ' |
Related Party Notes Payable (Textual) | ' | ' |
Consulting charges to related party | $12,275 | $23,471 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (Office and Warehouse [Member], USD $) | Sep. 30, 2013 |
Office and Warehouse [Member] | ' |
Schedule of minimum future annual rental commitments of office and warehouse lease | ' |
2013 | $6,180 |
2014 | 18,720 |
Total annual lease commitments | $24,900 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 1) (Vehicle [Member], USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Vehicle [Member] | ' | ' |
Schedule of future lease payments related to vehicle capital lease | ' | ' |
Total rental payments | $33,890 | $64,391 |
Less: Discount at 5% | -4,134 | -5,969 |
Principal balance | $29,756 | $58,422 |
Commitments_and_Contingencies_3
Commitments and Contingencies (Details 2) (Vehicle [Member], USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Vehicle [Member] | ' | ' |
Schedule of Future discounted principal payments over the term of vehicle lease | ' | ' |
2013 | $9,872 | ' |
2014 | 19,884 | ' |
Principal balance | $29,756 | $58,422 |
Commitments_and_Contingencies_4
Commitments and Contingencies (Details Textual) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
Office and Warehouse [Member] | Vehicle [Member] | |||
Commitments and Contingencies Textual [Abstract] | ' | ' | ' | ' |
Term of lease | ' | ' | '13 months | '24 months |
Description of term of lease | ' | ' | 'Company's property lease is for an initial period of thirteen months from October 2011 and may be extended in thirteen-month increments for up to a total term of twenty-six months. | ' |
Capital lease, bargain purchase option | ' | ' | ' | $1 |
Imputed annual interest rate | ' | ' | ' | 5.00% |
Capital leases discount percentage | ' | ' | ' | 5.00% |
Amount payable upon cancellation of lease | ' | ' | ' | 6,654 |
Accrued payroll tax liabilities | $488,157 | $488,557 | ' | ' |
Significant_Transactions_Detai
Significant Transactions (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Significant Transactions (Textual) | ' | ' | ' | ' |
Termination period of agreement | 'Upon thirty (30) days notice. | ' | ' | ' |
Revenue accountability of CalTrans | 100.00% | 100.00% | 100.00% | 100.00% |
Derivative_Liability_Details
Derivative Liability (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Derivative Liability (Textual) | ' | ' | ' | ' | ' |
Derivative liability | $59,070 | ' | $59,070 | ' | ' |
Convertible Promissory Notes to unrelated party | ' | ' | ' | ' | 30,000 |
Interest rate per month | 10.00% | ' | 10.00% | ' | 10.00% |
Conversion rates | ' | ' | ' | ' | $0.30 |
Fair value of derivative | 70,000 | ' | 70,000 | ' | ' |
Unrelated party maturity date | ' | ' | ' | ' | 26-Apr-13 |
Debt discount | ' | ' | 148,796 | ' | ' |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Other Comprehensive Income (Loss) | 27,213 | ' | 10,930 | ' | ' |
Non cash interest expense | ' | ' | 40,000 | ' | ' |
Fair value of derivative liability | 70,000 | ' | 70,000 | ' | ' |
Dividend yield | ' | ' | 0.00% | ' | ' |
Expected volatility | ' | ' | 113.00% | ' | ' |
Risk-free interest rate | ' | ' | 0.07% | ' | ' |
Expected life | ' | ' | '6 months 26 days | ' | ' |
Common stock price,per share | $0.87 | ' | $0.87 | ' | ' |
Aggregate fair value derivative liability | 59,070 | ' | 59,070 | ' | ' |
Gain from change in fair value of derivatives | $27,213 | ' | $10,930 | ' | ' |
Restatement_Details
Restatement (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Net effect on revised statements of operations | ' | ' | ' | ' |
Salaries and wages | $58,812 | $38,174 | $186,029 | $145,352 |
General and administrative | 190,337 | 175,138 | 632,226 | 527,747 |
Net loss | -336,231 | -123,862 | -1,183,380 | -379,933 |
As Restated [Member] | ' | ' | ' | ' |
Net effect on revised statements of operations | ' | ' | ' | ' |
Salaries and wages | ' | 24,378 | ' | 81,657 |
General and administrative | ' | 140,607 | ' | 456,541 |
Net loss | ' | 75,535 | ' | 248,032 |
Adjustments [Member] | ' | ' | ' | ' |
Net effect on revised statements of operations | ' | ' | ' | ' |
Salaries and wages | ' | 63,695 | ' | 13,796 |
General and administrative | ' | 71,206 | ' | 34,531 |
Net loss | ' | $131,901 | ' | $48,327 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 25, 2013 |
Subsequent Event [Member] | |||
Subsequent Events (Textual) | ' | ' | ' |
Borrowed amount | ' | ' | $50,000 |
Interest rate per month | 10.00% | 10.00% | 10.00% |
Loan maturity date | ' | ' | 25-Oct-15 |
Share price | $0.87 | ' | $0.30 |