Arcimoto (FUVV) 10-Q 13 Nov 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Nov. 08, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Arcimoto Inc
Entity Central Index Key	1,558,583
Amendment Flag	false
Trading Symbol	FUV
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		15,872,001

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 597,485	$ 414,405
Accounts receivable	30,530	583
Inventory	36,661	26,825
Other current assets	23,947	28,207
Total current assets	688,623	470,020
Property and equipment, net	8,136	8,805
Deferred offering cost	42,924	40,000
Total assets	739,683	518,825
Current liabilities
Accounts payable	65,794	81,045
Accrued liabilities	150,031	102,776
Customer deposits	406,777	386,035
Notes payable	248,793	250,000
Convertible notes payable current portion	75,000
Total current liabilities	946,395	819,856
Long-term convertible notes payable	300,000	275,000
Long-term convertible notes payable to related parties	150,000	50,000
Total liabilities	1,396,395	1,144,856
Commitments and contingencies (Note 8)
Stockholders' deficit:
Series A-1 preferred stock, no par value, 1,500,000 authorized, 0 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively.
Common stock, no par value, 20,000,000 authorized, 12,512,266 and 12,337,466 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively.	8,074,494	7,637,494
Additional paid-in capital	378,886	336,606
Accumulated deficit	(9,110,092)	(8,600,131)
Total stockholders' deficit	(656,712)	(626,031)
Total liabilities and stockholders' deficit	$ 739,683	$ 518,825

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0	$ 0
Preferred stock, shares authorized	1,500,000	1,500,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	12,512,266	12,337,466
Common stock, shares outstanding	12,512,266	12,337,466

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Grant revenue	$ 40,580
Operating expenses
Research and development	268,104	267,062
Sales and marketing	84,995	152,717
General and administrative	186,961	96,357
Total operating expenses	540,060	516,136
Loss from operations	(499,480)	(516,136)
Other income and expense
Interest expense	(10,493)	(1)
Other income, net	12	179
Net loss	$ (509,961)	$ (515,958)
Weighted-average common shares outstanding - basic and diluted	12,369,017	9,957,884
Net loss per common share - basic and diluted	$ (0.04)	$ (0.05)

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
OPERATING ACTIVITIES
Net loss	$ (509,961)	$ (515,958)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	669	2,045
Stock-based compensation	42,280	12,004
Changes in operating assets and liabilities:
Accounts receivable	(29,947)	1,100
Inventory	(9,836)
Other current assets	4,261	(13,005)
Accounts payable	(15,252)	24,588
Accrued liabilities	47,255	38,231
Customer deposits	20,742	39,100
Net cash used in operating activities	(449,789)	(411,895)
FINANCING ACTIVITIES
Proceeds from sale of stock	437,000	4,945
Payment of offering costs	(2,924)	(10,000)
Proceeds from convertible notes payable to related parties	100,000
Proceeds from convertible notes payable	100,000
Repayment of note payable	(1,207)
Net cash provided by (used in) financing activities	632,869	(5,055)
Net cash increase (decrease) for period	183,080	(416,950)
Cash at beginning of period	414,405	1,000,665
Cash at end of period	597,485	583,715
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	3,127	1
Cash paid during the period for income taxes

Nature of Operations

Nature of Operations	3 Months Ended
	Mar. 31, 2017
Nature of Operations [Abstract]
NATURE OF OPERATIONS	NOTE 1: NATURE OF OPERATIONS Arcimoto, Inc. (the “Company”) was originally formed on November 21, 2007 as WTP Incorporated, an Oregon Corporation, and on December 29, 2011, changed its name to Arcimoto, Inc. The Company was founded in order to build products that catalyze the shift to a sustainable transportation system. The first step in this shift has been developing an affordable, daily utility, pure electric vehicle. Over the past ten years, the Company has worked towards developing a new vehicle platform designed around the needs of everyday drivers. Its main product is the SRK®, the first real fossil-free alternative for the vast majority of daily trips. Compared to the average car, the Company believes the SRK has dropped 3/4 of the weight and 2/3 of the footprint in order to bring the joy of affordable, ultra-efficient, pure electric driving to the masses.

Management's Plans

Management's Plans	3 Months Ended
	Mar. 31, 2017
Managements Plans [Abstract]
MANAGEMENT'S PLANS	NOTE 2: MANAGEMENT’S PLANS The accompanying financial statements have been prepared on a basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, the Company has experienced recurring operating losses and negative operating cash flows since inception. To date, the Company has not generated revenues from product sales to achieve positive earnings and operating cash flows to enable the Company to finance its operations internally. Funding for the business to date has come primarily through the issuance of equity securities. Although the Company’s objective is to increase its revenues from the sales of its products within the next few years sufficient to generate positive operating and cash flow levels, there can be no assurance that the Company will be successful in this regard. The Company estimates it will need to raise approximately $10 million in additional capital in order to fund its operations, which it intends to obtain through debt and/or equity offerings. The Company intends to use the proceeds from any such offerings, including its Regulation A Offering (see Note 9) to fund the Company through the end of 2018. Funds on hand and any follow-on capital, if needed, will be used to invest in its business to expand sales and marketing efforts, enhance its current product by continuing research and development to bring the SRK® to retail production, to build out a leased production facility, and fund operations until positive cash flow is achieved. The need for additional capital may be adversely impacted by uncertain market conditions or approval by regulatory bodies.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Interim Financial Information The accompanying unaudited condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q promulgated by the SEC. Accordingly, they do not include all information and disclosures required by GAAP for complete financial statement presentation. In the opinion of management, the accompanying financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company’s financial position as of March 31, 2017, and the results of its operations and its cash flows for the three-months then ended. Results for the three-months ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s Form 1-A. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value Measurements The Company’s financial instruments consist primarily of cash and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows. The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10, “Fair Value Measurements and Disclosures,” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy for fair value measurements is defined as follows: ● Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active; and ● Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the accompanying financial statements for current assets and current liabilities approximate the fair value because of the immediate or short-term maturities of the financial instruments. As of March 31, 2017 and December 31, 2016, the Company did not have any level 2 or level 3 instruments. Risks and Uncertainties The Company expects to commence revenue generating activities later this year, with its first delivery of the SPK Fun Utility Vehicle (“FUV”) expected in November 2017. The Company’s business and operations are sensitive to general business and economic conditions in the United States and worldwide along with governmental policy decisions. Several factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments may also include: economic recessions, trends in car manufacturing, consumer taste, availability of inventory, and changes in government policy related to cars and motorcycles could have a material adverse effect on the Company’s financial condition and the results of its operations. The Company currently has limited sales and marketing and/or distribution capabilities. The Company has limited experience in developing, training and managing a sales force and will incur substantial additional expenses when it begins marketing of its products and services. Developing a marketing and sales force is also time consuming and could delay launch of the Company’s products and services. In addition, the Company will compete with companies that currently have extensive and well-funded marketing and sales operations. Our marketing and sales efforts may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and customer demands. As a result, the Company’s products and services may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance our current products and services on a timely and cost-effective basis. Further, the Company’s products and services must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and services or enhanced versions of existing products and services. Also, the Company may not be able to adapt new or enhanced products and services to emerging industry standards, and the Company’s new products and services may not be favorably received. In addition, we may not have the capital resources to further the development of existing and/or new ones. Cash and Cash Equivalents The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. As of March 31, 2017 and December 31, 2016, the Company’s cash and cash equivalents were deposited in one financial institution, which at times exceed the federally insured limits. Customer Deposits Customer deposits are generally held in a separate deposit account. Revenue is not recognized on customer deposits until the vehicle is shipped to the customer. Offering Costs The Company accounts for offering costs in accordance with FASB ASC 340, “Other Assets and Costs.” Prior to the completion of an equity offering, offering costs will be capitalized as deferred offering costs on the balance sheet. The deferred offering costs will be charged to stockholders’ equity (deficit) upon the completion of an equity offering or to expense if the offering is not completed. As of March 31, 2017 and December 31, 2016, $42,924 and $40,000 offering costs were capitalized in the accompanying balance sheets, respectively. Grant Revenue Revenue from grant revenue is recognized in the period during which the conditions under the grant have been met and the Company has made payment for the related expense. Grant revenue of $40,580 for the three-month period ended March 31, 2017 and $0 for the three-month period ended March 31, 2016, are recorded as grant revenue in the accompanying financial statements. Grant revenue makes up 100% of revenue in each period. Management believes the loss of such revenues will not have a material effect on the Company’s operations. Inventories Inventories are stated at the lower of cost (using the first-in, first-out method, “FIFO”) or market. Inventories consist of purchased electric motors, electrical storage and transmission equipment and component parts. Inventories consist entirely of raw materials and component parts as of March 31, 2017 and December 31, 2016. Net Earnings or Loss per Share The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., Series A-1 Preferred Stock, common stock warrants and common stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all Series A-1 Preferred Stock, common stock warrants and common stock options outstanding were anti-dilutive. As of the periods ended March 31, 2017 and 2016, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. March 31, 2017 March 31, 2016 Warrants to purchase common stock 980,004 980,004 Stock options to purchase common stock 742,700 275,200 Total 1,722,704 1,255,204 Recent Accounting Pronouncements In July 2017, the FASB issued ASU No. 2017-11, I “Accounting for Certain Financial Instruments With Down Round Features” and II “Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception.” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on the financial statements and disclosures. In May 2017, FASB issued ASU-2017-09, “Compensation-Stock Compensation (Topic 718) –Modification Accounting” to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2017-09 on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2017
Notes Payable [Abstract]
NOTES PAYABLE	NOTE 4: NOTES PAYABLE Notes payable and accrued interest as of March 31, 2017 and December 31, 2016 are as follows: Principal Accrued Interest March 31, 2017 December 31, 2016 March 31, 2017 December 31, 2016 Business Development Loan $ 248,793 $ 250,000 $ - $ - Convertible Notes Payable 375,000 275,000 8,128 3,322 Convertible Notes Payable to Related Parties 150,000 50,000 2,255 384 $ 773,793 $ 575,000 $ 10,383 $ 3,706 On December 4, 2015, the Company entered into a $250,000 loan agreement with the City of Eugene Business Development Fund; however, the funds for the loan were not received until April 1, 2016, and accordingly no debt was owed as of December 31, 2015. This loan was secured by substantially all assets of the Company and had an interest rate of 5% per annum. Interest only payments were due monthly from the date of disbursement. The entire unpaid principal balance of the loan, plus accrued interest, was due and payable upon the earlier of closing of a Regulation A offering or October 1, 2017. The note was repaid on September 21, 2017 in full, after the initial closing of the Regulation A Offering. Through September 30, 2017 and the year ended December 31, 2016, the Company issued a series of convertible notes with original principal balances of $200,000 and $325,000, respectively, all with the same terms as disclosed below. Of these notes $100,000 and $50,000, respectively, were issued to related parties. The notes and all accrued interest were due on March 31, 2018. The notes were secured by substantially all assets of the Company and had a stated interest rate of 6% per annum. The notes were convertible on demand at the greater of $5.00 per share or 90% of the active selling price of the Series A-1 Preferred Stock at the time of conversion. Notes totaling $450,000, of which $150,000 were to related parties, with accrued interest thereon of approximately $23,000 were converted to 80,832 shares of common stock on August 31, 2017, at a price of $5.85 per share, which represented 90% of the $6.50 per share price in the Regulation A Offering. Notes totaling $75,000 were repaid in cash along with accrued interest thereon of $354 subsequent to March 31, 2017. During September 2017, the Company issued two convertible notes to related parties in the total principal amount of $70,000. The notes and all accrued interest were due on March 31, 2018. These notes were secured by substantially all assets of the Company and had a stated interest rate of 6% per annum. The notes were convertible on demand at the greater of $6.50 per share of common stock or 90% of the active selling price of the common stock at the time of conversion. The notes principal balance of $70,000 and accrued interest of $232 was repaid in cash on September 29, 2017. On September 11, 2017, the Company borrowed $5,000 from a related party. No security was issued for the loan. The loan was meant to be a short-term advance and due on demand. The loan was repaid on October 26, 2017, and there is no interest associated with this advance. None of the above convertible notes contained a beneficial conversion feature due to the conversion price of the notes being at or above the fair value of the Series A-1 Preferred Stock or common stock, as applicable, on the issuance date.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2017
Stockholders' Deficit [Abstract]
STOCKHOLDERS' DEFICIT	NOTE 5: STOCKHOLDERS’ DEFICIT Stock-Split On July 21, 2017, the Company’s board of directors and a majority of its common stockholders voted to enact a two-for-one common stock split and increase the authorized common shares to 20,000,000. On July 25, 2017, a majority of the Series A-1 Preferred stockholders voted to convert all shares of 1,434,891 Series A-1 Preferred Stock to 2,869,782 common shares. The July 21, 2017, the two-for-one common stock split resulted in a conversion rate of two shares of common stock for each share of Series A-1 Preferred Stock. In accordance with SEC reporting guidelines, the retrospective application of the stock split has been applied to historical financial information, and the Series A-1 Preferred to common stock conversion was reflected in the accompanying financial statements as if it occurred as of December 31, 2016. Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock, no par value, of which 1,500,000 shares were designated as Series A-1 Preferred Stock. As of March 31, 2017 and December 31, 2016, there were no shares of Series A-1 Preferred Stock issued and outstanding. The Series A-1 Preferred Stock is convertible at any time after issuance at the option of the holder into shares of common stock at the original issue price of the Series A-1 Preferred Stock. The Series A-1 Preferred Stock is also subject to mandatory conversion provisions upon an initial public offering raising $15 million or more and is not redeemable. To prevent dilution, the conversion price of the Series A-1 Preferred Stock is to be adjusted for any issuance of securities, excluding exempt securities, which change the number of shares of common stock outstanding. The Series A-1 Preferred Stockholders are entitled to equal voting rights to common stockholders on an as-converted basis and receive preference to the common stockholders upon liquidation. During the first quarter of 2017, 87,400 shares of Series A-1 Preferred Stock were sold for cash proceeds of $437,000 in a Regulation D offering. Of these shares, 10,000 were issued to a related party. The Series A-1 Preferred Stock was converted to common stock as noted above. Common Stock The Company is authorized to issue 20,000,000 shares of common stock, no par value, as of March 31, 2017 and December 31, 2016. The Company has reserved a total of 2,000,000 shares of its common stock pursuant to its equity incentive plans (see Note 6). The Company has 1,722,704 and 1,247,704 stock options and warrants outstanding as of March 31, 2017 and December 31, 2016, respectively.

Share-Based Payments

Share-Based Payments	3 Months Ended
	Mar. 31, 2017
Share-Based Payments [Abstract]
SHARE-BASED PAYMENTS	NOTE 6: SHARE-BASED PAYMENTS 2015 Stock Incentive Plan On March 1, 2017, pursuant to the Company’s Amended and Restated 2015 Stock Incentive Plan, the Compensation Committee of the Company’s board of directors authorized the grant of 430,000 employee incentive stock options (“ESOPs”) at a strike price of $2.50 per share, 20,000 employee stock options at a strike price of $2.75 per share and 25,000 non-qualified stock options (“NQSOs”) at a strike price of $2.50 per share. The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company’s common stock, and for stock options, the expected life of the option, and expected stock price volatility. The Company used the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. See below for the weighted average variables used in assessing the fair value at the grant date of March 1, 2017: March 1, Annual dividend yield - Expected life (years) 6.21 Risk-free interest rate 2.16 % Expected volatility 21.33 % The total grant date fair value of employee incentive stock options issued during the three-month period ended March 31, 2017 was $290,040. Employee stock-based compensation expense related to stock options included in general and administrative expenses for the three -month period ended March 31, 2017 and 2016 was $19,835 and $12,004, respectively. As of March 31, 2017, 102,142 employee stock options were vested and 7,500 stock options previously issued to employees were forfeited. Grants to non-employees are expensed at the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached and (ii) the date at which the counterparty’s performance is complete. For the NQSOs issued in 2017, performance was completed on the date of issue. The fair value of non-employee awards was $22,445 and $0 for the three-month periods ended March 31, 2017 and 2016, respectively, which is included in general and administrative expenses in the accompanying statements of operations. 2012 Employee Stock Benefit Plan As of March 31, 2017, the Company had issued warrants under its Seconded Amended and Restated 2012 Employee Stock Benefit Plan, exercisable immediately, for approximately 980,000 shares of Company common stock

Customer Deposits

Customer Deposits	3 Months Ended
	Mar. 31, 2017
Customer Deposits [Abstract]
CUSTOMER DEPOSITS	NOTE 7: CUSTOMER DEPOSITS The Company has received customer deposits ranging from $100 to $10,100 per order for retail production vehicles and $42,000 per order for signature series vehicles for purposes of securing its vehicle production slot. As of March 31, 2017 and December 31, 2016, the Company’s balance of refundable deposits received was $406,777 and $386,035, respectively, which are refundable upon demand. Refundable deposits are included in current liabilities in the accompanying balance sheets. Production of retail vehicles is expected to begin in the first half of 2018; production of signature series vehicles has begun and the first delivery is scheduled for November 2017. When a customer’s order is ready to enter the production process, the customer is notified that if they would like to proceed with the purchase of a vehicle, their deposit will no longer be refundable and any additional deposit required must be paid prior to the start of the manufacturing process. If the customer elects to proceed with their order, their deposit becomes no longer refundable. Customer deposits from related parties total $43,700 as of March 31, 2017 and December 31, 2016.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8: COMMITMENTS AND CONTINGENCIES On September 3, 2017, the Company entered into a Triple Net Lease for an approximately 30,000 square foot commercial industrial office and manufacturing space in Eugene, Oregon. The lease began on October 1, 2017 and will terminate on March 31, 2021. Rent was $25,000 for the first month, then is $12,500 per month for months two through forty-one, and one dollar for month forty-two. See the following table for future minimum rent payments by year. Years ending December 31: 2017 $ 50,000 2018 $ 150,000 2019 $ 150,000 2020 $ 150,000 2021 $ 25,001 Total $ 525,001 Total rent expense for the three-month periods ended March 31, 2017 and 2016 was $16,035 and $15,135, respectively. Underwriter Agreement In connection with its offering of common stock under Regulation A of the Securities Act (the “Regulation A Offering”), the Company agreed to issue the underwriter in the Regulation A Offering warrants to purchase a number of shares of the common stock equal to 5.0% of the total shares of common stock sold in any closing of the Regulation A Offering, excluding shares purchased by investors sourced via alternative funding platforms (the “Underwriter Warrants”). The Underwriter Warrants are exercisable commencing on the Qualification Date (as such term is defined in the Underwriter Warrants), and have a term of five years. The Underwriter Warrants are not redeemable by the Company. The exercise price for the Underwriter Warrants will be the amount that is 15% greater than the offering price, or $7.475. In the fourth quarter of 2017, the Company granted 122,238 Underwriter Warrants in connection with the Regulation A Offering. Litigation The Company is involved in claims and litigation from time to time in the normal course of business. At March 31, 2017, Company management believes there are no pending matters that are expected to have a material adverse effect on the business of the Company, their financial condition, results of operations or cash flows.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9: SUBSEQUENT EVENTS Offering Costs As of September 30, 2017, all deferred offering costs were charged to stockholders’ equity upon the initial close of the Regulation A Offering (see Note 2). As of September 30, 2017, offering costs charged to stockholders’ equity was $1,299,021 which includes the offering cost for the Regulation A Offering through the nine months ended September 30, 2017. Common Stock During September 2017, the Company issued 2,936,757 shares of common stock in a Regulation A Offering at a public offering price of $6.50 per share. The Company received net proceeds of $18,031,525 in this closing after deducting underwriter commissions of $1,049,395 and escrow closing fees of $8,000. See Note 8 for fees paid to the underwriter in the Regulation A Offering. On October 4, 2017, the Company issued 4,000 shares of common stock to a vendor in payment of video production services. On October 17, 2017, the Company issued 8,900 shares of common stock in a subsequent close of the Regulation A offering at a public offering price of $6.50 per share. The Company received net proceeds of $56,115 in this closing after deducting underwriting commissions of $1,735. See Note 8 for fees paid to the underwriter in the Regulation A Offering. Preferred Stock During the second quarter of 2017, the Company sold 157,700 shares of Series A-1 Preferred Stock for cash proceeds of $788,500 in a Regulation D offering. Of these shares, 2,000 were sold to a related party. As discussed in Note 2, these shares were converted to common stock on July 25, 2017. 2012 Employee Stock Benefit Plan On May 1, 2017, 8,000 warrants were issued under the Second Amended and Restated 2012 Employee Stock Benefit Plan to a lobbying contractor with an exercise price of $2.50 per share and a five-year term. The Black-Scholes variables used in assessing the fair value at the grant date were an expected life of 5 years, risk free interest rate of 1.84% and expected volatility of 21.34% resulting in a value of $0.57 per warrant. The total value of $4,550 was recorded as lobbying expense. On September 20, 2017, 15,000 employee warrants were exercised in a cashless transaction resulting in the issuance of 13,846 common shares. See also Notes 4, 5 and 8 for additional subsequent events.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Summary of Significant Accounting Policies [Abstract]
Unaudited Interim Financial Information	Unaudited Interim Financial Information The accompanying unaudited condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q promulgated by the SEC. Accordingly, they do not include all information and disclosures required by GAAP for complete financial statement presentation. In the opinion of management, the accompanying financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company’s financial position as of March 31, 2017, and the results of its operations and its cash flows for the three-months then ended. Results for the three-months ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s Form 1-A.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value Measurements	Fair Value Measurements The Company’s financial instruments consist primarily of cash and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows. The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10, “Fair Value Measurements and Disclosures,” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy for fair value measurements is defined as follows: ● Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active; and ● Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the accompanying financial statements for current assets and current liabilities approximate the fair value because of the immediate or short-term maturities of the financial instruments. As of March 31, 2017 and December 31, 2016, the Company did not have any level 2 or level 3 instruments.
Risks and Uncertainties	Risks and Uncertainties The Company expects to commence revenue generating activities later this year, with its first delivery of the SPK Fun Utility Vehicle (“FUV”) expected in November 2017. The Company’s business and operations are sensitive to general business and economic conditions in the United States and worldwide along with governmental policy decisions. Several factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments may also include: economic recessions, trends in car manufacturing, consumer taste, availability of inventory, and changes in government policy related to cars and motorcycles could have a material adverse effect on the Company’s financial condition and the results of its operations. The Company currently has limited sales and marketing and/or distribution capabilities. The Company has limited experience in developing, training and managing a sales force and will incur substantial additional expenses when it begins marketing of its products and services. Developing a marketing and sales force is also time consuming and could delay launch of the Company’s products and services. In addition, the Company will compete with companies that currently have extensive and well-funded marketing and sales operations. Our marketing and sales efforts may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and customer demands. As a result, the Company’s products and services may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance our current products and services on a timely and cost-effective basis. Further, the Company’s products and services must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and services or enhanced versions of existing products and services. Also, the Company may not be able to adapt new or enhanced products and services to emerging industry standards, and the Company’s new products and services may not be favorably received. In addition, we may not have the capital resources to further the development of existing and/or new ones.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. As of March 31, 2017 and December 31, 2016, the Company’s cash and cash equivalents were deposited in one financial institution, which at times, exceed the federally insured limits.
Customer Deposits	Customer Deposits Customer deposits are generally held in a separate deposit account. Revenue is not recognized on customer deposits until the vehicle is shipped to the customer.
Offering Costs	Offering Costs The Company accounts for offering costs in accordance with FASB ASC 340, “Other Assets and Costs.” Prior to the completion of an equity offering, offering costs will be capitalized as deferred offering costs on the balance sheet. The deferred offering costs will be charged to stockholders’ equity (deficit) upon the completion of an equity offering or to expense if the offering is not completed. As of March 31, 2017 and December 31, 2016, $42,924 and $40,000 offering costs were capitalized in the accompanying balance sheets, respectively.
Grant Revenue	Grant Revenue Revenue from grant revenue is recognized in the period during which the conditions under the grant have been met and the Company has made payment for the related expense. Grant revenue of $40,580 for the three-month period ended March 31, 2017, and $0 for the three-month period ended March 31, 2016, are recorded as grant revenue in the accompanying financial statements. Grant revenue makes up 100% of revenue in each period. Management believes the loss of such revenues will not have a material effect on the Company’s operations.
Inventories	Inventories Inventories are stated at the lower of cost (using the first-in, first-out method “FIFO”) or market. Inventories consist of purchased electric motors, electrical storage and transmission equipment and component parts. Inventories consist entirely of raw materials and component parts as of March 31, 2017 and December 31, 2016.
Net Earnings or Loss per Share	Net Earnings or Loss per Share The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., Series A-1 Preferred Stock, common stock warrants and common stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all Series A-1 Preferred Stock, common stock warrants and common stock options outstanding were anti-dilutive. As of the periods ended March 31, 2017 and 2016, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. March 31, 2017 March 31, 2016 Warrants to purchase common stock 980,004 980,004 Stock options to purchase common stock 742,700 275,200 Total 1,722,704 1,255,204
Recent Accounting Pronouncements	Recent Accounting Pronouncements In July 2017, the FASB issued ASU No. 2017-11, I “Accounting for Certain Financial Instruments With Down Round Features” and II “Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception.” The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on the financial statements and disclosures. In May 2017, FASB issued ASU-2017-09, “Compensation-Stock Compensation (Topic 718) –Modification Accounting” to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2017-09 on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2017
Summary of Significant Accounting Policies [Abstract]
Summary of outstanding securities excluded from calculation of earnings per share	As of the periods ended March 31, 2017 and 2016, the Company excluded the outstanding securities summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. March 31, 2017 March 31, 2016 Warrants to purchase common stock 980,004 980,004 Stock options to purchase common stock 742,700 275,200 Total 1,722,704 1,255,204

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2017
Notes Payable [Abstract]
Schedule of notes payable and accrued interest	Notes payable and accrued interest as of March 31, 2017 and December 31, 2016 are as follows: Principal Accrued Interest March 31, 2017 December 31, 2016 March 31, 2017 December 31, 2016 Business Development Loan $ 248,793 $ 250,000 $ - $ - Convertible Notes Payable 375,000 275,000 8,128 3,322 Convertible Notes Payable to Related Parties 150,000 50,000 2,255 384 $ 773,793 $ 575,000 $ 10,383 $ 3,706

Share-Based Payments (Tables)

Share-Based Payments (Tables)	3 Months Ended
	Mar. 31, 2017
Share-Based Payments [Abstract]
Schedule of weighted average variables	Weighted average variables used in assessing the fair value at the grant date of March 1, 2017: March 1, Annual dividend yield - Expected life (years) 6.21 Risk-free interest rate 2.16 % Expected volatility 21.33 %

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies [Abstract]
Schedule of future minimum rent payments by year	The following table for future minimum rent payments by year. Years ending December 31: 2017 $ 50,000 2018 $ 150,000 2019 $ 150,000 2020 $ 150,000 2021 $ 25,001 Total $ 525,001

Management's Plans (Details)

Management's Plans (Details) $ in Millions	3 Months Ended
	Mar. 31, 2017USD ($)
Management's Plans (Textual)
Additional capital	$ 10

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Details) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Summary of Significant Accounting Policies [Line Items]
Antidilutive securities to purchase common stock	1,722,704	1,255,204
Warrants to purchase common stock [Member]
Summary of Significant Accounting Policies [Line Items]
Antidilutive securities to purchase common stock	980,004	980,004
Stock options to purchase common stock [Member]
Summary of Significant Accounting Policies [Line Items]
Antidilutive securities to purchase common stock	742,700	275,200

Summary of Significant Accoun22

Summary of Significant Accounting Policies (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Summary of Significant Accounting Policies (Textual)
Offering costs	$ 42,924		$ 40,000
Grant revenue	$ 40,580
Percentage of grants received	100.00%

Notes Payable (Details)

Notes Payable (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Business Development Loan	$ 248,793	$ 250,000
Convertible Notes Payable	300,000	275,000
Convertible Notes Payable to Related Parties	150,000	50,000
Short-term Loan from Related Party
Notes payable	773,793	575,000
Accrued Interest [Member]
Short-term Debt [Line Items]
Business Development Loan
Convertible Notes Payable	8,128	3,322
Convertible Notes Payable to Related Parties	2,255	384
Short-term Loan from Related Party
Notes payable	$ 10,383	$ 3,706

Notes Payable (Details Textual)

Notes Payable (Details Textual) - USD ($)	Sep. 29, 2017	Dec. 04, 2015	Sep. 30, 2017	Aug. 31, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Sep. 11, 2017
Notes Payable (Textual)
Notes repaid in cash					$ 1,207
Loans Agreement [Member]
Notes Payable (Textual)
Principal amount		$ 250,000
Interest rate		5.00%
Maturity date		Oct. 1, 2017
Convertible Notes Payable [Member]
Notes Payable (Textual)
Principal amount							$ 325,000
Interest rate							6.00%
Maturity date							Mar. 31, 2018
Price per share							$ 5
Percentage of selling price							90.00%
Related parties							$ 50,000
Convertible Notes Payable [Member] | Scenario, Forecast [Member]
Notes Payable (Textual)
Principal amount			$ 200,000					$ 5,000
Interest rate			6.00%
Maturity date			Mar. 31, 2018
Converted to shares of common stock				$ 23,000
Converted shares of common stock, shares				80,832
Price per share			$ 5	$ 5.85
Convertible notes payable				$ 450,000
Percentage of selling price			90.00%	90.00%
Accrued interest				$ 354
Related parties			$ 100,000	150,000
Notes repaid in cash				$ 75,000
Two convertible note [Member] | Scenario, Forecast [Member]
Notes Payable (Textual)
Principal amount	$ 70,000		$ 70,000
Interest rate			6.00%
Maturity date			Mar. 31, 2018
Price per share			$ 6.50
Percentage of selling price			90.00%
Accrued interest	$ 232

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - USD ($)	Jul. 25, 2017	Jul. 21, 2017	Mar. 31, 2017	Dec. 31, 2016
Stockholders' Deficit (Textual)
Preferred stock, shares authorized			1,500,000	1,500,000
Preferred stock, shares issued			0	0
Preferred stock, shares outstanding			0	0
Common stock authorized, shares			20,000,000	20,000,000
Common stock, par value			$ 0	$ 0
Common Stock [Member]
Stockholders' Deficit (Textual)
Reserved common stock pursuant to the equity incentive plans			2,000,000	2,000,000
Stock options and warrants outstanding post-split			1,722,704	1,247,704
Common Stock [Member] | Forecast [Member]
Stockholders' Deficit (Textual)
Common stock authorized, shares		20,000,000
Stock split		Two-for-one
Preferred Stock [Member]
Stockholders' Deficit (Textual)
Conversion provisions upon an initial public offering			$ 15,000,000
Sale of preferred stock, shares			87,400
Sale of preferred stock cash proceeds			$ 437,000
Preferred Stock [Member] | Series A-1 Preferred Stock [Member]
Stockholders' Deficit (Textual)
Preferred stock, shares authorized			5,000,000
Preferred stock, shares designated			1,500,000
Preferred stock, no par value			$ 0
Preferred stock, shares issued			0
Preferred stock, shares outstanding			0
Preferred Stock [Member] | Related party [Member]
Stockholders' Deficit (Textual)
Sale of preferred stock, shares			10,000
Preferred Stock [Member] | Forecast [Member]
Stockholders' Deficit (Textual)
Stock split		Two-for-one
Preferred stock conversion, description	A majority of the Series A-1 Preferred stockholders voted to convert all shares of 1,434,891 Series A-1 Preferred Stock to 2,869,782 common shares.

Share-Based Payments (Details)

Share-Based Payments (Details)	1 Months Ended
	Mar. 01, 2017
Share-Based Payments [Abstract]
Annual dividend yield
Expected life (years)	6 years 2 months 16 days
Risk-free interest rate	2.16%
Expected volatility	21.33%

Share-Based Payments (Details T

Share-Based Payments (Details Textual) - USD ($)	Mar. 01, 2017	Mar. 31, 2017	Mar. 31, 2016
Share-Based Payments (Textual)
Stock-based compensation		$ 42,280	$ 12,004
Fair value of non-employee awards		$ 22,445	0
NQSO [Member]
Share-Based Payments (Textual)
Employee stock options shares	25,000
Strike price	$ 2.50
2015 Stock Incentive Plan [Member]
Share-Based Payments (Textual)
Number of shares, forfeited or expired		7,500
Total grant date fair value of employee incentive stock options issued		$ 290,040
Stock-based compensation		$ 19,835	$ 12,004
Stock options vested		102,142
Employee stock options shares	20,000
Strike price	$ 2.75
2015 Stock Incentive Plan [Member] | Board of Directors [Member]
Share-Based Payments (Textual)
Strike price	$ 2.50
Employee incentive stock options, granted	430,000
2012 Employee Stock Benefit Plan[Member]
Share-Based Payments (Textual)
Warrants shares of company common stock		980,000

Customer Deposits (Details)

Customer Deposits (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Related Party Transaction [Line Items]
Refundable deposits received	$ 406,777	$ 386,035
Customer deposits from related parties	43,700	$ 43,700
Retail production vehicles [Member]
Related Party Transaction [Line Items]
Customer deposits per order	42,000
Retail production vehicles [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Customer deposits per order	100
Retail production vehicles [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Customer deposits per order	$ 10,100

Commitments and Contingencies29

Commitments and Contingencies (Details)	Mar. 31, 2017USD ($)
Commitments and Contingencies [Abstract]
2,017	$ 50,000
2,018	150,000
2,019	150,000
2,020	150,000
2,021	25,001
Total	$ 525,001

Commitments and Contingencies30

Commitments and Contingencies (Details Textual)	Sep. 03, 2017USD ($)ft²	Mar. 31, 2017USD ($)shares	Mar. 31, 2016USD ($)
Operating Leased Assets [Line Items]
Rent expense		$ 16,035	$ 15,135
Lease, description		Rent was $25,000 for the first month, then is $12,500 per month for months two through forty-one, and one dollar for month forty-two.
Underwriters agreements, description		The exercise price for the Underwriter Warrants will be the amount that is 15% greater than the offering price, or $7.475.
Underwriters warrants issued | shares		122,238
Underwriter's warrants are exercisable term		5 years
Scenario, Forecast [Member]
Operating Leased Assets [Line Items]
Office lease | ft²	30,000
Base rental rate payments terms	Rent was $25,000 for the first month
Rent expense	$ 12,500
Lease, description	The lease began on October 1, 2017 and will terminate on March 31, 2021.

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	May 01, 2017	Oct. 17, 2017	Oct. 04, 2017	Mar. 01, 2017	Sep. 20, 2017	Jun. 30, 2017	Sep. 30, 2017	Mar. 31, 2017	Dec. 31, 2016
Subsequent Events (Textual)
Offering costs								$ 42,924	$ 40,000
Risk-free interest rate				2.16%
Expected volatility				21.33%
2012 Employee Stock Benefit Plan [Member] | Forecast [Member]
Subsequent Events (Textual)
Common shares issued					13,846
Underwriters commissions					$ 15,000
Common Stock [Member] | Forecast [Member]
Subsequent Events (Textual)
Common shares issued			4,000
Preferred Stock [Member] | Related Party [Member] | Forecast [Member]
Subsequent Events (Textual)
Common shares issued						2,000
Regulation A [Member] | Forecast [Member]
Subsequent Events (Textual)
Offering costs							$ 1,299,021
Common shares issued, value		$ 56,115
Regulation A [Member] | Common Stock [Member] | Forecast [Member]
Subsequent Events (Textual)
Common shares issued, value							$ 18,031,525
Common shares issued		8,900					2,936,757
Underwriters commissions		$ 1,735					$ 1,049,395
Public offering price per share							$ 6.50
Escrow closing fees							$ 8,000
Regulation D [Member] | Preferred Stock [Member] | Forecast [Member]
Subsequent Events (Textual)
Common shares issued, value						$ 788,500
Common shares issued						157,700
Subsequent Events [Member] | 2012 Employee Stock Benefit Plan [Member]
Subsequent Events (Textual)
Public offering price per share	$ 2.50
Stock options vested term	5 years
Lobbying expense	$ 4,550
Risk-free interest rate	1.84%
Expected volatility	21.34%
Warrants exercise price	$ 0.57
Warrants issued	8,000