Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2014 | |
Document And Entity Information | ' |
Entity Registrant Name | 'Safety Quick Lighting & Fans Corp. |
Entity Central Index Key | '0001598981 |
Document Type | '10-Q |
Document Period End Date | 30-Sep-14 |
Amendment Flag | 'false |
Current Fiscal Year End Date | '--12-31 |
Is Entity a Well-known Seasoned Issuer? | 'No |
Is Entity a Voluntary Filer? | 'No |
Is Entity's Reporting Status Current? | 'Yes |
Entity Filer Category | 'Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 35,500,000 |
Document Fiscal Period Focus | 'Q3 |
Document Fiscal Year Focus | '2014 |
Balance_Sheets_Unaudited
Balance Sheets (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $1,745,973 | $1,132,974 |
Prepaid expenses | 44,634 | 40,000 |
Other | 27,020 | ' |
Total current assets | 1,817,627 | 1,172,974 |
Furniture and Equipment - net | 173,209 | 6,046 |
Other assets: | ' | ' |
Patent - net | 31,723 | 24,697 |
Debt issue costs - net | 201,767 | 235,211 |
Total current assets | 233,490 | 259,908 |
Total assets | 2,224,326 | 1,438,928 |
Current liabilities: | ' | ' |
Accounts payable & accrued expenses | 830,012 | 107,380 |
Deferred rent | ' | ' |
Notes payable | 98,086 | 98,086 |
Notes payable - related party | ' | 26,108 |
Derivative liabilities | 4,920,778 | 2,751,504 |
Total current liabilities | 5,848,876 | 2,983,078 |
Long term liabilities: | ' | ' |
Convertible debt - net | 1,481,286 | 361,245 |
Convertible debt - related parties - net | 50,000 | 50,000 |
Notes payable | 331,775 | 405,117 |
Total long term liabilities | 1,863,061 | 816,362 |
Total liabilities | 7,711,937 | 3,799,440 |
Stockholders' deficit: | ' | ' |
Preferred stock: $0 par value, 20,000,000 shares authorized; 0 shares issued and outstanding | ' | ' |
Common stock: $0 par value, 500,000,000 shares authorized; 35,500,000 and 34,500,000 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 127,400 | 126,400 |
Additional paid-in capital | 6,329,689 | 6,068,045 |
Accumulated deficit | -11,868,583 | -8,519,517 |
Total Stockholders' deficit | -5,411,494 | -2,325,072 |
Noncontrolling interest | -76,117 | -35,440 |
Total Stockholders' Deficit | -5,487,611 | -2,360,512 |
Total liabilities and stockholders' deficit | $2,224,326 | $1,438,928 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred Stock Par Value | $0 | $0 |
Preferred Stock Authorized | 20,000,000 | 20,000,000 |
Preferred Stock Issued | 0 | 0 |
Preferred Stock Outstanding | 0 | 0 |
Common Stock Par Value | $0 | $0 |
Common Stock Authorized | 500,000,000 | 500,000,000 |
Common Stock Issued | 35,500,000 | 34,500,000 |
Common Stock Outstanding | 35,500,000 | 34,500,000 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
General and administrative expenses | $481,922 | $38,790 | $1,419,989 | $102,440 |
Loss from operations | -481,922 | -38,790 | -1,419,989 | -102,440 |
Other income (expense) | ' | ' | ' | ' |
Interest expense | -701,328 | -17,499 | -1,515,577 | -32,954 |
Derivative expenses | ' | ' | 568,485 | ' |
Change in fair value of embedded derivative liabilities | 209,235 | ' | -433,902 | ' |
Other income | 787 | 320 | 1,026 | 6,244 |
Other expense | -102,470 | ' | -320,619 | -6,000 |
Total other expense - net | -593,776 | -17,179 | -1,969,754 | -32,710 |
Net loss including noncontrolling interest | -1,075,698 | -55,969 | -3,389,743 | -135,150 |
Less: net loss attributable to noncontrolling interest | -12,908 | -3,162 | -40,677 | -7,636 |
Net loss attributable to Safety Quick Lighting & Fans Corp. | ($1,062,790) | ($52,807) | ($3,349,066) | ($127,514) |
Net loss per share - basic and diluted | ($0.03) | $0 | ($0.10) | $0 |
Weighted average number of common shares outstanding during the period - basic and diluted | 35,645,607 | 32,600,000 | 35,092,872 | 31,627,374 |
Shareholders_Equity_Unaudited
Shareholders Equity (Unaudited) (USD $) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance, Value at Dec. 31, 2012 | ' | ' | $5,066,867 | ($5,946,182) | ($20,545) | ($899,860) |
Beginning Balance, Shares at Dec. 31, 2012 | ' | 31,133,000 | ' | ' | ' | ' |
Stock options issued for services - related parties | ' | ' | 66,785 | ' | ' | 66,785 |
Common stock transferred from existing stockholders for services rendered | ' | ' | 562,500 | ' | ' | 562,500 |
Issuance of shares to reacquire ownership in subsidiary, Shares | ' | 1,467,000 | ' | ' | ' | ' |
Issuance of shares to reacquire ownership in subsidiary, Value | ' | ' | -19,538 | ' | 19,538 | ' |
Common stock issued for services - related party, Shares | ' | 500,000 | ' | ' | ' | ' |
Common stock issued for services - related party, Value | ' | 125,000 | ' | ' | ' | 125,000 |
Exercise of stock warrants for cash, Shares | ' | 1,400,000 | ' | ' | ' | ' |
Exercise of stock warrants for cash, Value | ' | 1,400 | ' | ' | ' | 1,400 |
Loss on debt extinguishment - related party | ' | ' | -3,278 | ' | ' | -3,278 |
Reclassification of derivative liability associated with warrants | ' | ' | 311,709 | ' | ' | 311,709 |
Debt forgiveness - related parties | ' | ' | 83,000 | ' | ' | 83,000 |
Net loss | ' | ' | ' | -2,573,335 | -34,433 | -2,607,768 |
Ending Balance, Value at Dec. 31, 2013 | ' | 126,400 | 6,068,045 | -8,519,517 | -35,440 | -2,360,512 |
Ending Balance, Shares at Dec. 31, 2013 | ' | 34,500,000 | ' | ' | ' | ' |
Stock issued for cash, Shares | ' | 1,000,000 | ' | ' | ' | ' |
Stock issued for cash, Value | ' | 1,000 | ' | ' | ' | 1,000 |
Recognition of unvested share compensation - related party | ' | ' | 46,875 | ' | ' | 46,875 |
Common stock transferred from existing stockholders for services rendered | ' | ' | ' | ' | ' | ' |
Reclassification of derivative liability associated with warrants | ' | ' | 214,769 | ' | ' | 214,769 |
Net loss | ' | ' | ' | -3,349,066 | -40,677 | -3,389,743 |
Ending Balance, Value at Sep. 30, 2014 | ' | $127,400 | $6,329,689 | ($11,868,583) | ($76,117) | ($5,487,611) |
Ending Balance, Shares at Sep. 30, 2014 | ' | 35,500,000 | ' | ' | ' | ' |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss attributable to Safety Quick Lighting & Fans Corp. | ($3,349,066) | ($127,514) | ' |
Net loss attributable to noncontrolling interest | -40,677 | -7,636 | ' |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation expense | 13,732 | 226 | ' |
Amortization of debt issue costs | 103,388 | ' | ' |
Amortization of debt discount | 1,099,400 | ' | ' |
Amortization of patent | 2,174 | 1,847 | ' |
Change in fair value of derivative liabilities | -433,902 | ' | ' |
Derivative expense | 568,485 | ' | ' |
Common stock transferred from existing stockholders for services rendered | ' | 125,331 | 562,500 |
Recognition of unvested share compensation - related party | 46,875 | ' | ' |
Change in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | -44,634 | ' | ' |
Other | -27,020 | ' | ' |
Accounts payable & accrued expenses | 722,632 | -2,959 | ' |
Net cash used in operating activities | -1,338,612 | -10,705 | ' |
Cash flows from investing activities: | ' | ' | ' |
Purchase of property & equipment | -180,895 | ' | ' |
Payment of patent costs | -9,200 | ' | ' |
Net cash used in investing activities | -190,095 | ' | ' |
Cash flows from financing activities: | ' | ' | ' |
Direct issue costs paid | -69,944 | ' | ' |
Proceeds from issuance of convertible notes | 2,270,100 | ' | 2,000,000 |
Proceeds from notes payable | ' | 60,000 | 221,655 |
Proceeds from note payable - related party | ' | 35,701 | ' |
Repayments of notes | -33,342 | -72,637 | ' |
Repayments of notes - related party | -26,108 | -9,500 | ' |
Proceeds from issuance of common stock | 1,000 | ' | ' |
Net cash provided by financing activities | 2,141,706 | 13,564 | ' |
Decrease cash and cash equivalents | 612,999 | 2,859 | ' |
Cash and cash equivalents at beginning of year | 1,132,974 | 736 | 736 |
Cash and cash equivalents at end of year | 1,745,973 | 3,595 | 1,132,974 |
Reduction in principal balance of notes from escrow balance | 40,000 | ' | ' |
Debt discount recorded on convertible debt accounted for as a derivative liability | 2,249,459 | ' | ' |
Reclassification of derivative liability to additional paid-in-capital | 214,769 | ' | ' |
Reclassification of other receivable - related party to note payable - related party | ' | 2,500 | ' |
Supplementary disclosure of cash flow information | ' | ' | ' |
Interest | 16,658 | 21,363 | ' |
Income taxes | ' | ' | ' |
1_Organization_and_Nature_of_O
1. Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
1. Organization and Nature of Operations | ' |
Note 1 Organization and Nature of Operations | |
Safety Quick Lighting & Fans Corp. (“Company”), a Florida company, converted from an LLC to a C Corporation on November 6, 2012. | |
The Company was originally organized in May 2004 as a limited liability company under the name of Safety Quick Light, LLC (“SQL-LLC”). The Company holds a number of worldwide patents, and has received a variety of final electrical code approvals, including UL-Listing and CSA approval (for the United States and Canadian Markets), and CE (for the European market). | |
The Company’s patented product is a quick-connect, Power-Plug device (that is certified to hold up to 50 pounds) used in light fixtures and ceiling fans. The two-part device consists of a female receptacle which installs into all junction boxes, and a male plug which is pre-installed in the lighting fixtures/ceiling fans. The connection device allows for safe, quick and easy installation of a light fixture and ceiling fan, similar to Plugging-In a table lamp into a wall outlet and eliminating the need to deal with or touch electrical wires. | |
The Company’s intends to market consumer friendly, energy saving “Plug-In” ceiling fans and light fixtures under the world trusted GE brand. The Company also owns 98.8% of SQL Lighting & Fans LLC (“Subsidiary”). The Subsidiary was incorporated in Florida on April 27, 2011 and is in the business of manufacturing the patented device that the Company owns. |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
2. Summary of Significant Accounting Policies | ' | ||||||||||
Note 2 Summary of Significant Accounting Policies | |||||||||||
Basis of Presentation | |||||||||||
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Certain information or 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, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is the Company’s opinion, however, that the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. | |||||||||||
The accompanying unaudited financial statements should be read in conjunction with the Company’s Registration Statement on Form S-1 for the years ended December 31, 2013 and 2012, as filed with the SEC, respectively, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the years ended December 31, 2013 and 2012, respectively. The financial information as of September 30, 2014, is derived from the audited financial statements presented in our Annual Report on Form S-1 for the year ended December 31, 2013. The interim results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014, or for any future interim periods. | |||||||||||
Use of Estimates | |||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. | |||||||||||
Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities. | |||||||||||
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates. | |||||||||||
Risks and Uncertainties | |||||||||||
The Company’s operations are subject to risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure. | |||||||||||
The Company has experienced, and in the future expects to continue to experience, variability in its sales and earnings. The factors expected to contribute to this variability include, among others, (i) the uncertainty associated with the commercialization and ultimate success of the product, (ii) competition inherent at large national retail chains where product is expected to be sold (iii) general economic conditions and (iv)the related volatility of prices pertaining to the cost of sales. | |||||||||||
Fiscal Year | |||||||||||
The Company’s fiscal year-end is December 31. | |||||||||||
Principles of Consolidation | |||||||||||
The consolidated financial statements include the accounts of Safety Quick Lighting & Fans Corp and its subsidiary, SQL Lighting & Fans LLC. All inter-company accounts and transactions have been eliminated in consolidation. | |||||||||||
Cash and Cash Equivalents | |||||||||||
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of September 30, 2014 and December 31, 2013. | |||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||||
Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. | |||||||||||
The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. | |||||||||||
At September 30, 2014 and December 31, 2013, the Company had no accounts receivable. | |||||||||||
The Company recorded bad debt expense of $0 and $0, during the nine months ended September 30, 2014 and 2013, respectively. | |||||||||||
Inventory | |||||||||||
Inventory will consist of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out method. The Company will periodically review historical sales activity to determine potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. | |||||||||||
At September 30, 2014 and December 31, 2013, the Company had no inventory. | |||||||||||
Valuation of Long-Lived Assets and Identifiable Intangible Assets | |||||||||||
The Company reviews for impairment of long-lived assets and certain identifiable intangible assets whenever events or changes in circumstances indicate that the carrying amount of any asset may not be recoverable. In the event of impairment, the asset is written down to its fair market value. | |||||||||||
Property and Equipment | |||||||||||
Property and equipment is stated at cost, less accumulated depreciation and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |||||||||||
Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives, ranging from 5-7 years of the respective assets. Expenditures for maintenance and repairs are charged to expense as incurred. | |||||||||||
Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. | |||||||||||
Intangible Asset - Patent | |||||||||||
The Company developed a patent for an installation device used in light fixtures and ceiling fans. Costs incurred for submitting the applications to the United States Patent and Trademark Office for these patents have been capitalized. Patent costs are being amortized using the straight-line method over the related 15 year lives. The Company begins amortizing patent costs once a filing receipt is received stating the patent serial number and filing date from the Patent Office. | |||||||||||
The Company incurs certain legal and related costs in connection with patent applications. The Company capitalizes such costs to be amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or alternative future use is available to the Company. The Company also capitalizes legal costs incurred in the defense of the Company’s patents when it is believed that the future economic benefit of the patent will be maintained or increased and a successful defense is probable. Capitalized patent defense costs are amortized over the remaining expected life of the related patent. The Company’s assessment of future economic benefit or a successful defense of its patents involves considerable management judgment, and an unfavorable outcome of litigation could result in a material impairment charge up to the carrying value of these assets. | |||||||||||
Fair Value of Financial Instruments | |||||||||||
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. | |||||||||||
The following are the hierarchical levels of inputs to measure fair value: | |||||||||||
● | Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. | ||||||||||
● | Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||||||||||
● | Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. | ||||||||||
The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. | |||||||||||
The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. See Note 6. | |||||||||||
Embedded Conversion Features | |||||||||||
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. | |||||||||||
Derivative Financial Instruments | |||||||||||
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. | |||||||||||
For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. | |||||||||||
Beneficial Conversion Feature | |||||||||||
For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. | |||||||||||
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. | |||||||||||
Debt Issue Costs and Debt Discount | |||||||||||
The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. | |||||||||||
Original Issue Discount | |||||||||||
For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. | |||||||||||
Extinguishments of Liabilities | |||||||||||
The Company accounts for extinguishments of liabilities in accordance with ASC 860-10 (formerly SFAS 140) “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities”. When the conditions are met for extinguishment accounting, the liabilities are derecognized and the gain or loss on the sale is recognized. | |||||||||||
Stock-Based Compensation - Employees | |||||||||||
The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. | |||||||||||
The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. | |||||||||||
If the Company is a newly formed corporation or shares of the Company are thinly traded, the use of share prices established in the Company’s most recent private placement memorandum (based on sales to third parties) (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||||||||
The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||||||||
· | Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term =(vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||||||||||
· | Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | ||||||||||
· | Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||||||||||
· | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. | ||||||||||
Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. | |||||||||||
The expense resulting from share-based payments is recorded in general and administrative expense in the statements of operations. | |||||||||||
Stock-Based Compensation - Non Employees | |||||||||||
Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services | |||||||||||
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). | |||||||||||
Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||||||||
The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||||||||
· | Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||||||||||
· | Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | ||||||||||
· | Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||||||||||
· | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. | ||||||||||
Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic. | |||||||||||
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. | |||||||||||
Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. | |||||||||||
Revenue Recognition | |||||||||||
The Company derives revenues from the sale of a patented device. | |||||||||||
Revenue is recorded when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) asset is transferred to the customer without further obligation, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured. | |||||||||||
Cost of Sales | |||||||||||
Cost of sales represents costs directly related to the production and third party manufacturing of the Company’s products. | |||||||||||
Product sold is typically shipped directly to the customer from the third party manufacturer; costs associated with shipping and handling is shown as a component of cost of sales. | |||||||||||
Earnings (Loss) Per Share | |||||||||||
Basic net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. | |||||||||||
The Company uses the “treasury stock” method to determine whether there is a dilutive effect of outstanding convertible debt, option and warrant contracts. For the periods ended September 30, 2014 and 2013, the Company reflected net loss and a dilutive net loss, and the effect of considering any common stock equivalents would have been anti-dilutive for the period. Therefore, separate computation of diluted earnings (loss) per share is not presented for the nine months ended September 30, 2014 and 2013. | |||||||||||
The Company has the following common stock equivalents at September 30, 2014 and 2013: | |||||||||||
September 30, | |||||||||||
2014 | 2013 | ||||||||||
Convertible Debt (Exercise price - $0.25/share) | 18,056,932 | — | |||||||||
Stock Warrants (Exercise price - $0.375/share) | 9,728,984 | — | |||||||||
Stock Options (Exercise price - $0.375/share) | 200,000 | — | |||||||||
Total | 27,985,916 | — | |||||||||
Related Parties | |||||||||||
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. | |||||||||||
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |||||||||||
The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |||||||||||
Contingencies | |||||||||||
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |||||||||||
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. | |||||||||||
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, consolidated financial position, and consolidated results of operations or consolidated cash flows. | |||||||||||
Subsequent Events | |||||||||||
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. | |||||||||||
Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. | |||||||||||
Recently Issued Accounting Pronouncements | |||||||||||
In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this Update change the requirements for reporting discontinued operations in Subtopic 205-20. | |||||||||||
Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.” The ASU states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. Although “major” is not defined, the standard provides examples of when a disposal qualifies as a discontinued operation. | |||||||||||
The ASU also requires additional disclosures about discontinued operations that will provide more information about the assets, liabilities, income and expenses of discontinued operations. In addition, the ASU requires disclosure of the pre-tax profit or loss attributable to a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. | |||||||||||
The ASU is effective for public business entities for annual periods beginning on or after December 15, 2014, and interim periods within those years. | |||||||||||
In May 2014, the FASB has issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The guidance in this update supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition.” In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles-Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this Update. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No, 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We do not believe the adoption of this update will have a material impact on our financial statements. | |||||||||||
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
3_Furniture_and_Equipment
3. Furniture and Equipment | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
3. Furniture and Equipment | ' | ||||||||
Note 3 Furniture and Equipment | |||||||||
Property and equipment consisted of the following at September 30, 2014 and December 31, 2013: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Office Equipment | $ | 174,295 | $ | 12,985 | |||||
Furniture and Fixtures | 25,598 | 6,013 | |||||||
Total | 199,893 | 18,998 | |||||||
Less: Accumulated Depreciation | (26,684 | ) | (12,952 | ) | |||||
Property and Equipment - net | $ | 173,209 | $ | 6,046 | |||||
4_Intangible_Assets
4. Intangible Assets | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
4. Intangible Assets | ' | ||||||||
Note 4 Intangible Assets | |||||||||
Intangible assets -patents consisted of the following at September 30, 2014 and December 31, 2013: | |||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Patents | $ | 46,150 | $ | 36,950 | |||||
Less: Impairment Charges | — | — | |||||||
Less: Accumulated Amortization | (14,427 | ) | (12,253 | ) | |||||
Patents - net | $ | 31,723 | $ | 24,697 | |||||
At September 30, 2014, future amortization of intangible assets is as follows: | |||||||||
Year Ending December 31 | |||||||||
2014 (6 months) | 806 | ||||||||
2015 | 3,071 | ||||||||
2016 | 3,072 | ||||||||
2017 | 3,071 | ||||||||
2018 | 3,071 | ||||||||
2019 and Thereafter | 18,632 | ||||||||
$ | 31,723 | ||||||||
Actual amortization expense in future periods could differ from these estimates as a result of future acquisitions, divestitures, impairments and other factors. |
5_Debt
5. Debt | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
5. Debt | ' | ||||||||||||
Note 5 Debt | |||||||||||||
(A) Summary of Debt Transactions | |||||||||||||
At September 30, 2014 and December 31, 2013, debt consists of the following: | |||||||||||||
30-Sep-14 | 31-Dec-13 | ||||||||||||
Notes payable | $ | 429,861 | $ | 503,203 | |||||||||
Notes payable - related party | — | 26,108 | |||||||||||
Convertible notes | 4,464,232 | 2,194,132 | |||||||||||
Convertible notes - related party | 50,000 | 50,000 | |||||||||||
Less: debt discount | (4,174,650 | ) | (1,925,191 | ) | |||||||||
Debt - net | 769,443 | 848,252 | |||||||||||
Amortization of debt discount | 1,191,704 | 92,304 | |||||||||||
Less: current portion - notes payable | (98,086 | ) | (98,086 | ) | |||||||||
Less: current portion - notes payable - related party | (0 | ) | (26,108 | ) | |||||||||
Long term debt - net | $ | 1,863,061 | $ | 816,362 | |||||||||
Notes Payable | |||||||||||||
Third Party | Related Party | Totals | |||||||||||
Balance December 31, 2012 | $ | 739,534 | $ | 133,000 | $ | 872,534 | |||||||
Proceeds | 160,000 | 61,655 | 221,655 | ||||||||||
Repayments | (116,331 | ) | (35,547 | ) | (151,878 | ) | |||||||
Conversion of note payable to convertible debt | (180,000 | ) | (50,000 | ) | (230,000 | ) | |||||||
Conversion of note payable to contributed capital | (100,000 | ) | (83,000 | ) | (183,000 | ) | |||||||
Balance December 31, 2013 | 503,203 | 26,108 | 529,311 | ||||||||||
Proceeds | — | — | — | ||||||||||
Repayments | (73,342 | ) | (26,108 | ) | (99,450 | ) | |||||||
Balance September 30, 2014 | $ | 429,861 | $ | — | $ | 429,861 | |||||||
Convertible Debt - Net | |||||||||||||
The Company has recorded derivative liabilities associated with these convertible debt instruments, as more fully discussed at Notes 6 and 10 (C). | |||||||||||||
Third Party | Related Party | Totals | |||||||||||
Balance December 31, 2012 | $ | — | $ | — | $ | — | |||||||
Proceeds | 2,000,000 | — | 2,000,000 | ||||||||||
Conversion of note payable to convertible debt | 180,000 | 50,000 | 230,000 | ||||||||||
Conversion of accrued interest into convertible debt | 14,132 | — | 14,132 | ||||||||||
Less: gross debt discount recorded - Day 1 | (1,925,191 | ) | — | (1,925,191 | ) | ||||||||
Add: amortization of debt discount | 92,304 | — | 92,304 | ||||||||||
Balance December 31, 2013 | 361,245 | 50,000 | 411,245 | ||||||||||
Proceeds | 2,270,100 | — | 2,270,100 | ||||||||||
Less: gross debt discount recorded - Day 1 | (2,249,459 | ) | — | (2,249,459 | ) | ||||||||
Add: amortization of debt discount | 1,099,400 | — | 1,099,400 | ||||||||||
Balance September 30, 2014 | $ | 1,481,286 | $ | 50,000 | $ | 1,531,286 | |||||||
In connection with the $2,000,000 convertible debt offering in November 2013, the Company issued 3,672,134 detachable warrants. The notes and warrants were treated as derivative liabilities, see Notes 6 and 9. | |||||||||||||
In connection with the $2,270,100 convertible debt offering during the three months ended June 30, 2014, the Company issued 5,390,100 detachable warrants. The notes and warrants were treated as derivative liabilities, see Notes 6 and 9. | |||||||||||||
In the event any of these notes are prepaid prior to maturity, a penalty rate of 10% would apply for any payments occurring between months 12 - 18 and a 5% rate for any payments occurring between 19-24 months. | |||||||||||||
All convertible debt is secured by a 2nd priority lien on all assets of the Company. The Company is subordinate only to a third party bank loan, which is currently included as a component of notes payable ($429,861). | |||||||||||||
(B) Terms of Debt | |||||||||||||
In 2012, all outstanding debt had the following terms: | |||||||||||||
• | Unsecured | ||||||||||||
• | Due on demand | ||||||||||||
• | Interest ranging from 10% - 12% | ||||||||||||
In 2014 and 2013, all outstanding debt had the following terms: | |||||||||||||
• | Unsecured -$26,108 | ||||||||||||
• | Secured - $454,643 | ||||||||||||
• | Due: | ||||||||||||
• | On demand ($26,108 - related party); | ||||||||||||
• | Due August 29, 2018 ($454,653 - third party) | ||||||||||||
• | Due November 26, 2015 ($2,244,133 -convertible debt - gross - secured by all assets of the Company) | ||||||||||||
• | Due May 8, 2016 ($2,270,100 -convertible debt - gross - secured by all assets of the Company) | ||||||||||||
• | Interest | ||||||||||||
• | Non-interest bearing on notes issued prior to 2013 (see 2012 notes above); or | ||||||||||||
• | Ranging from 12% - 15% | ||||||||||||
All convertible debt and related warrants issued with the convertible notes were convertible at $0.25 and $0.375/share, respectively; however, given the existence of a ratchet feature, these debt and warrant instruments could potentially carry a lower conversion price in the future in the event any future offering offered a lower per share amount for a conversion. | |||||||||||||
In connection with the secured loan of $429,861, the lender required for the Company to hold in escrow $50,000 for required payments through April 2014. As of September 30, 2014, the escrow balance was $0. | |||||||||||||
In connection with the Notes Offering, the Company entered into Registration Rights Agreements, dated November 26, 2013, May 8, 2014 and June 25, 2014 (the “Registration Rights Agreements”) whereby the Company agreed to prepare and file a registration statement with the SEC within sixty (60) days after execution of the applicable Registration Rights Agreement and to have the registration statement declared effective by the SEC within ninety (90) days thereafter (on day 150). | |||||||||||||
Because the Company was unable to timely file a registration statement pursuant to the terms of each Registration Rights Agreement noted above, the Company is in default under such Registration Rights Agreements (the “Filing Default Damages”). Pursuant to the Registration Rights Agreement, the Filing Default Damages mandate that the Company shall pay to the Investors, for each thirty (30) day period of such failure and until the filing date of the registration statement and/or the common stock may be sold pursuant to Rule 144, an amount in cash, as partial liquidated damages and not as a penalty, equal to 2% of the aggregate gross proceeds paid by the Investors for these Notes. | |||||||||||||
The maximum liquidated damages shall be equal to 15% of the aggregate gross proceeds received by the Company in connection with the issuance of the Notes and Warrants. If the Company fails to pay any partial liquidated damages in full within five (5) days of the date payable, the Company shall pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investors, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. | |||||||||||||
As of September 30, 2014, as a component of accounts payable and accrued expenses, the Company has accrued penalties totaling $320,619 pertaining to the registration rights agreement. | |||||||||||||
(C) Future Commitments | |||||||||||||
At September 30, 2014, the Company has outstanding debt of $1,863,061, net of debt discount (See Note 5 (A)). | |||||||||||||
Future minimum repayment obligations are as follows: | |||||||||||||
Year Ended December 31 | |||||||||||||
2014 | $ | 98,086 | |||||||||||
2015 | 4,846,008 | ||||||||||||
Less: unamortized debt discount | (2,982,947 | ) | |||||||||||
Less: current maturities | (98,086 | ) | |||||||||||
Debt - long term | $ | 1,863,061 | |||||||||||
6_Derivative_Liabilities
6. Derivative Liabilities | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
6. Derivative Liabilities | ' | ||||||||
Note 6 Derivative Liabilities | |||||||||
The Company identified conversion features embedded within convertible debt and warrants issued in 2013 and 2014. The Company has determined that the features associated with the embedded conversion option, in the form a ratchet provision, should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. | |||||||||
As a result of the application of ASC No. 815, the fair value of the ratchet feature related to convertible debt and warrants is summarized as follow: | |||||||||
Balance - December 31, 2012 | $ | — | |||||||
Fair value at the commitment date - convertible debt | 2,414,585 | ||||||||
Fair value at the commitment date - warrants | 682,809 | ||||||||
Reclassification of derivative liabilities to additional paid in capital | — | ||||||||
related to convertible debt that ceased being a derivative liability | (311,709 | ) | |||||||
Fair value mark to market adjustment - convertible debt | (28,586 | ) | |||||||
Fair value mark to market adjustment - warrants | (5,595 | ) | |||||||
Balance - December 31, 2013 | 2,751,504 | ||||||||
Fair value at the commitment date - convertible debt | 2,817,945 | ||||||||
Fair value mark to market adjustment - convertible debt | (422,930 | ) | |||||||
Reclassification of derivative liabilities to additional paid in capital | (214,769 | ) | |||||||
Fair value mark to market adjustment - warrants | (10,972 | ) | |||||||
Balance - September 30, 2014 | $ | 4,920,778 | |||||||
The fair value at the re-measurement date for the Company’s derivative liabilities were based upon the following management assumptions as of September 30, 2014: | |||||||||
Remeasurement Date | Commitment Date | ||||||||
Expected dividends | 0% | 0% | |||||||
Expected volatility | 150% | 150% | |||||||
Expected term | 1.16 - 4.74 years | 2 - 5 years | |||||||
Risk free interest rate | 0.58% - 1.78% | 0.40% - 1.68% |
7_Debt_Discount
7. Debt Discount | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Notes to Financial Statements | ' | ||||
7. Debt Discount | ' | ||||
Note 7 Debt Discount | |||||
The Company recorded the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining fair value of the derivative liability, as it exceeded the gross proceeds of the note. | |||||
The debt discount recorded in 2014 and 2013 pertains to convertible debt and warrants issued that contain ratchet features that are required to bifurcated and reported at fair value. | |||||
Debt discount is summarized as follows: | |||||
Debt discount - net - December 31, 2012 | $ | — | |||
Debt discount | 1,925,191 | ||||
Amortization expense - 2013 | (92,301 | ) | |||
Debt discount - net - December 31, 2013 | 1,832,890 | ||||
Debt discount | 2,249,459 | ||||
Amortization expense - 2014 | (1,099,400 | ) | |||
Debt discount - net - September 30, 2014 | 2,982,949 | ||||
8_Debt_Issue_Costs
8. Debt Issue Costs | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Notes to Financial Statements | ' | ||||
8. Debt Issue Costs | ' | ||||
Note 8 Debt Issue Costs | |||||
Debt issue costs are summarized as follows: | |||||
Debt issue costs - net - December 31, 2012 | $ | — | |||
Debt issue costs | 247,197 | ||||
Amortization expense - 2013 | (11,986 | ) | |||
Debt issue costs - net - December 31, 2013 | 235,211 | ||||
Debt issue costs | 69,944 | ||||
Amortization expense - 2014 | (103,388 | ) | |||
Debt issue costs - net - September 30, 2014 | $ | 201,767 | |||
9_Stockholders_Deficit
9. Stockholders Deficit | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
9. Stockholders Deficit | ' | ||||||||||||||||
Note 9 Stockholders Deficit | |||||||||||||||||
(A) Common Stock | |||||||||||||||||
In 2014, the Company issued the following common stock: | |||||||||||||||||
Transaction Type | Quantity | Valuation | Range of Value per Share | ||||||||||||||
Recognition of unvested share compensation - Related Party | (1 | ) | — | $ | 46,875 | $ | — | ||||||||||
— | $ | 46,875 | $ | — | |||||||||||||
The following is a more detailed description of the Company’s stock issuance from the table above: | |||||||||||||||||
(1) Services Rendered - Related Party | |||||||||||||||||
The Company’s Chief Executive Officer received 1,250,000 shares as a sign on bonus. There are no future service requirements and there are no claw back or forfeiture rights associated with this stock grant. The shares are valued based on a recent third party cash offering of convertible debt containing an exercise price of $0.25/share. See Note 10(B) for additional discussion. | |||||||||||||||||
(B) Stock Options | |||||||||||||||||
On September 3, 2013, the Company issued 300,000 stock options, having a fair value of $66,785, which was expensed immediately since all stock options vested immediately. These options expire on September 2, 2018 (5 years). All options were granted to Board Directors for services rendered, and included as a component of general and administrative expense, as a result, these grants were considered related party transactions. | |||||||||||||||||
Of the total options granted, 100,000 were cancelled in February 2014 as a Board Director resigned. | |||||||||||||||||
The following is a summary of the Company’s stock option activity: | |||||||||||||||||
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | |||||||||||||||
(in Years) | |||||||||||||||||
Outstanding - December 31, 2013 | — | $ | — | — | |||||||||||||
Granted | 300,000 | 0.375 | 5 | ||||||||||||||
Exercised | — | — | — | ||||||||||||||
Forfeited or Canceled | (100,000 | ) | — | — | |||||||||||||
Outstanding - September 30, 2014 | 200,000 | 0.375 | 3.93 | ||||||||||||||
Exercisable - September 30, 2014 | 200,000 | ||||||||||||||||
(C) Stock Warrants | |||||||||||||||||
All warrants issued during 2014 and 2013 were accounted for as derivative liabilities as the warrants contained a ratchet feature. See Note 6. | |||||||||||||||||
During 2013, the Company issued 6,738,884 warrants. Of the total warrants granted, 4,338,884 expire 5 years from issuance, while 2,400,000 expired on December 31, 2013. | |||||||||||||||||
Of the total warrants granted during 2013, 6,614,801 were granted to third parties, while 124,083 were granted to related parties, consisting of the Company’s Chief Executive Officer. | |||||||||||||||||
During 2014, the Company issued 5,390,100 warrants. The warrants granted expire 5 years from issuance on various dates during 2019. | |||||||||||||||||
Of the total warrants granted during the 9 months ended September 30, 2014, 4,740,100 were granted to third parties, while 650,000 were granted to related parties, consisting of the Company’s Chief Executive Officer. | |||||||||||||||||
During 2013, the Company entered into convertible, secured note agreements. As part of these agreements, the Company issued warrants to purchase 3,672,134 shares of common stock. The warrants vest immediately and expire November 26, 2018, with an exercise price of $0.375. | |||||||||||||||||
During 2013, the Company issued 3,066,750 warrants for services performed. The warrants vest immediately and expire on December 31, 2013 through November 25, 2018, with exercise prices ranging from $0.001 - $0.375. | |||||||||||||||||
During 2014, the Company entered into convertible, secured note agreements. As part of these agreements, the Company issued warrants to purchase 5,390,100 shares of common stock. The warrants vest immediately and expire on various dates in 2019, with an exercise price of $0.375. | |||||||||||||||||
The following is a summary of the Company’s warrant activity: | |||||||||||||||||
Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in Years) | |||||||||||||||
Balance, December 31, 2012 | — | $ | — | ||||||||||||||
Granted | 6,738,884 | 0.242 | 5 | ||||||||||||||
Exercised | (1,400,000 | ) | — | ||||||||||||||
Cancelled/Forfeited | (1,000,000 | ) | — | ||||||||||||||
Balance, December 31, 2013 | 4,338,884 | 0.242 | 4.9 | ||||||||||||||
Granted | 5,390,100 | 0.375 | 5 | ||||||||||||||
Exercised | — | — | — | ||||||||||||||
Cancelled/Forfeited | — | — | |||||||||||||||
Balance, September 30, 2014 | 9,728,984 | 0.375 | 4.4 | ||||||||||||||
In May 2014, the Company received $1,000 in connection with a warrant exercise of 1,000,000 warrants that had been assigned from one investor (originally held 2,400,000 and exercised 1,400,000 in 2013). There is was no additional compensation expense recorded on this transaction. |
10_Commitments
10. Commitments | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||
10. Commitments | ' | ||||||
Note 10 Commitments | |||||||
(A) Licensing and Royalty Agreement | |||||||
In 2011, the Company executed a trademark licensing agreement with General Electric (“GE”), which allows the Company the right to market ceiling light and fan fixtures, with the Company’s Technology installed displaying the GE logo. In addition, The GE trademark license agreement imposes certain manufacturing and quality control conditions that the Company must maintain in order to continue to use the GE logo. | |||||||
The agreement expires on November 30, 2018. | |||||||
The license is non-transferable and cannot be sub licensed. Various termination clauses are applicable, however, none were enforceable as of September 30, 2014 and December 31, 2013, respectively. | |||||||
On August 13, 2014, the Company entered into an amendment pertaining to its royalty obligations. Under the terms of the agreement, the Company will compute royalty liabilities, if any, as follows: | |||||||
Net Sales in Contract Year | Percentage of the Contract Year Net Sales owed to GE | ||||||
$0 - $50,000,000 | 7 | % | |||||
$50,000,001 - $100,000,000 | 6 | % | |||||
$100,000,001+ | 5 | % | |||||
For Net Sales Made | Payment Due Date | ||||||
December 1 - February 28/29 | 26-Mar | ||||||
March 1 - May 30 | 26-Jun | ||||||
June 1 - August 31 | 26-Sep | ||||||
September 1 - November 30 | 26-Dec | ||||||
The term shall carry a royalty minimum of $12,000,000. If licensee does not pay GE a cumulative royalty of $12,000,000 over the term of the agreement, the difference between $12,000,000 and all prior payments would be due on December 31, 2018. | |||||||
(B) Employment Agreement - Chief Executive Officer | |||||||
On November 15, 2013, the Company executed an employment agreement that commenced January 1, 2014 and expires on December 31, 2018. | |||||||
Under the terms of the agreement, the Company granted 1,250,000 shares of common stock, having a fair value of $312,500. 500,000 shares vested on November 15, 2013 (see Note 10 (A) (2); the remaining 750,000 shares vest evenly, (250,000 shares) each on December 31, 2014, 2015 and 2016. | |||||||
The Chief Executive Officer will also receive: | |||||||
• | Annual salary of a minimum $150,000, | ||||||
• | Additional cash compensation based on various thresholds and/or milestones tied to the Company meeting various revenue goals; none of which occurred as of the date of this report; and | ||||||
• | 5 year stock options equal to 1 ½% of quarterly net income, a strike price will be determined on the grant date, which as of the date of this report has not yet occurred. | ||||||
(C) Consulting Agreement | |||||||
On December 1, 2013, the Company executed a 3 year consulting agreement with a Non-Executive Chairman, having the following terms: | |||||||
• | Annual salary of a minimum $150,000; and | ||||||
• | Cash, stock or 5 year stock options (cashless exercise option by holder) equal to ½% of Company’s annual gross revenue (sales less returns and discounts), a strike price will be determined on the grant date, which as of the date of this report has not yet occurred. | ||||||
On June 24, 2014, the Company executed a 2 year consulting agreement at a monthly fee of $6,500 and a one-time issuance of 250,000 stock options with a strike price of $0.375. As of September 30, 2014, the term, vesting provisions and other terms of the options are still being negotiated; as a result, these options are not considered issued and outstanding. | |||||||
(D) Operating Lease | |||||||
In January 2014, the Company executed a 39 month lease for a corporate headquarters. The Company paid a security deposit of $27,020. | |||||||
The minimum rent obligations are approximately as follows: | |||||||
2014 (9 months) | $ | 21,000 | |||||
2015 | 84,000 | ||||||
2016 | 84,000 | ||||||
2017 | 28,000 | ||||||
Total | $ | 217,000 | |||||
11_Going_Concern
11. Going Concern | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
11. Going Concern | ' |
Note 11 Going Concern | |
As reflected in the accompanying financial statements, the Company had a net loss of $3,349,066 and net cash used in operations of $1,338,612 for the 9 months ended September 30, 2014; and a working capital deficit and stockholders’ deficit of $4,031,249 and $5,487,611 respectively, at September 30, 2014. These factors raise substantial doubt about the Company's ability to continue as a going concern. | |
The ability of the Company to continue its operations is dependent on Management's plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including convertible debt and/or other term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur liabilities with certain related parties to sustain the Company’s existence. | |
The Company may require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company’s currently available cash along with anticipated revenues may not be sufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. | |
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
12_Subsequent_Events
12. Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
12. Subsequent Events | ' |
Note 12 Subsequent Events | |
On October 15, 2014, the Company entered into a sublease agreement to sublease its previous office space through March 31, 2017. In connection with the sublease, the Company collected $34,981 as a security deposit. | |
On October 24, 2014, the Company executed a 53 month lease for a corporate headquarters with a base rent of $97,266 escalating annually through 2019. The Company paid a security deposit of $1,914. |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
Basis of Presentation | ' | ||||||||||
Basis of Presentation | |||||||||||
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Certain information or 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, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is the Company’s opinion, however, that the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. | |||||||||||
The accompanying unaudited financial statements should be read in conjunction with the Company’s Registration Statement on Form S-1 for the years ended December 31, 2013 and 2012, as filed with the SEC, respectively, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the years ended December 31, 2013 and 2012, respectively. The financial information as of September 30, 2014, is derived from the audited financial statements presented in our Annual Report on Form S-1 for the year ended December 31, 2013. The interim results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014, or for any future interim periods. | |||||||||||
Use of Estimates | ' | ||||||||||
Use of Estimates | |||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. | |||||||||||
Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities. | |||||||||||
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates. | |||||||||||
Risks and Uncertainties | ' | ||||||||||
Risks and Uncertainties | |||||||||||
The Company’s operations are subject to risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure. | |||||||||||
The Company has experienced, and in the future expects to continue to experience, variability in its sales and earnings. The factors expected to contribute to this variability include, among others, (i) the uncertainty associated with the commercialization and ultimate success of the product, (ii) competition inherent at large national retail chains where product is expected to be sold (iii) general economic conditions and (iv)the related volatility of prices pertaining to the cost of sales. | |||||||||||
Fiscal Year | ' | ||||||||||
Fiscal Year | |||||||||||
The Company’s fiscal year-end is December 31. | |||||||||||
Principles of Consolidation | ' | ||||||||||
Principles of Consolidation | |||||||||||
The consolidated financial statements include the accounts of Safety Quick Lighting & Fans Corp and its subsidiary, SQL Lighting & Fans LLC. All inter-company accounts and transactions have been eliminated in consolidation. | |||||||||||
Cash and Cash Equivalents | ' | ||||||||||
Cash and Cash Equivalents | |||||||||||
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of September 30, 2014 and December 31, 2013. | |||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ' | ||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||||
Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. | |||||||||||
The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. | |||||||||||
At September 30, 2014 and December 31, 2013, the Company had no accounts receivable. | |||||||||||
The Company recorded bad debt expense of $0 and $0, during the nine months ended September 30, 2014 and 2013, respectively. | |||||||||||
Inventory | ' | ||||||||||
Inventory | |||||||||||
Inventory will consist of finished goods purchased, which are valued at the lower of cost or market value, with cost being determined on the first-in, first-out method. The Company will periodically review historical sales activity to determine potentially obsolete items and also evaluates the impact of any anticipated changes in future demand. | |||||||||||
At September 30, 2014 and December 31, 2013, the Company had no inventory. | |||||||||||
Valuation of Long-Lived Assets and Identifiable Intangible Assets | ' | ||||||||||
Valuation of Long-Lived Assets and Identifiable Intangible Assets | |||||||||||
The Company reviews for impairment of long-lived assets and certain identifiable intangible assets whenever events or changes in circumstances indicate that the carrying amount of any asset may not be recoverable. In the event of impairment, the asset is written down to its fair market value. | |||||||||||
Property and Equipment | ' | ||||||||||
Property and Equipment | |||||||||||
Property and equipment is stated at cost, less accumulated depreciation and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |||||||||||
Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives, ranging from 5-7 years of the respective assets. Expenditures for maintenance and repairs are charged to expense as incurred. | |||||||||||
Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. | |||||||||||
Intangible Asset - Patent | ' | ||||||||||
Intangible Asset - Patent | |||||||||||
The Company developed a patent for an installation device used in light fixtures and ceiling fans. Costs incurred for submitting the applications to the United States Patent and Trademark Office for these patents have been capitalized. Patent costs are being amortized using the straight-line method over the related 15 year lives. The Company begins amortizing patent costs once a filing receipt is received stating the patent serial number and filing date from the Patent Office. | |||||||||||
The Company incurs certain legal and related costs in connection with patent applications. The Company capitalizes such costs to be amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or alternative future use is available to the Company. The Company also capitalizes legal costs incurred in the defense of the Company’s patents when it is believed that the future economic benefit of the patent will be maintained or increased and a successful defense is probable. Capitalized patent defense costs are amortized over the remaining expected life of the related patent. The Company’s assessment of future economic benefit or a successful defense of its patents involves considerable management judgment, and an unfavorable outcome of litigation could result in a material impairment charge up to the carrying value of these assets. | |||||||||||
Fair Value of Financial Instruments | ' | ||||||||||
Fair Value of Financial Instruments | |||||||||||
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. | |||||||||||
The following are the hierarchical levels of inputs to measure fair value: | |||||||||||
● | Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. | ||||||||||
● | Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||||||||||
● | Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. | ||||||||||
The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. | |||||||||||
The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. See Note 6. | |||||||||||
Embedded Conversion Features | ' | ||||||||||
Embedded Conversion Features | |||||||||||
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion feature. | |||||||||||
Derivative Financial Instruments | ' | ||||||||||
Derivative Financial Instruments | |||||||||||
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of it financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. | |||||||||||
For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. | |||||||||||
Beneficial Conversion Feature | ' | ||||||||||
Beneficial Conversion Feature | |||||||||||
For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. | |||||||||||
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. | |||||||||||
Debt Issue Costs and Debt Discount | ' | ||||||||||
Debt Issue Costs and Debt Discount | |||||||||||
The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. | |||||||||||
Original Issue Discount | ' | ||||||||||
Original Issue Discount | |||||||||||
For certain convertible debt issued, the Company may provide the debt holder with an original issue discount. The original issue discount would be recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. | |||||||||||
Extinguishments of Liabilities | ' | ||||||||||
Extinguishments of Liabilities | |||||||||||
The Company accounts for extinguishments of liabilities in accordance with ASC 860-10 (formerly SFAS 140) “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities”. When the conditions are met for extinguishment accounting, the liabilities are derecognized and the gain or loss on the sale is recognized. | |||||||||||
Stock-Based Compensation - Employees | ' | ||||||||||
Stock-Based Compensation - Employees | |||||||||||
The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. | |||||||||||
The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. | |||||||||||
If the Company is a newly formed corporation or shares of the Company are thinly traded, the use of share prices established in the Company’s most recent private placement memorandum (based on sales to third parties) (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||||||||
The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||||||||
· | Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term =(vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||||||||||
· | Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | ||||||||||
· | Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||||||||||
· | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. | ||||||||||
Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. | |||||||||||
The expense resulting from share-based payments is recorded in general and administrative expense in the statements of operations. | |||||||||||
Stock-Based Compensation - Non Employees | ' | ||||||||||
Stock-Based Compensation - Non Employees | |||||||||||
Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services | |||||||||||
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). | |||||||||||
Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||||||||
The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||||||||
· | Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||||||||||
· | Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | ||||||||||
· | Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||||||||||
· | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. | ||||||||||
Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic. | |||||||||||
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. | |||||||||||
Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. | |||||||||||
Revenue Recognition | ' | ||||||||||
Revenue Recognition | |||||||||||
The Company derives revenues from the sale of a patented device. | |||||||||||
Revenue is recorded when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) asset is transferred to the customer without further obligation, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured. | |||||||||||
Cost of Sales | ' | ||||||||||
Cost of Sales | |||||||||||
Cost of sales represents costs directly related to the production and third party manufacturing of the Company’s products. | |||||||||||
Product sold is typically shipped directly to the customer from the third party manufacturer; costs associated with shipping and handling is shown as a component of cost of sales. | |||||||||||
Earnings (Loss) Per Share | ' | ||||||||||
Earnings (Loss) Per Share | |||||||||||
Basic net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. | |||||||||||
The Company uses the “treasury stock” method to determine whether there is a dilutive effect of outstanding convertible debt, option and warrant contracts. For the periods ended September 30, 2014 and 2013, the Company reflected net loss and a dilutive net loss, and the effect of considering any common stock equivalents would have been anti-dilutive for the period. Therefore, separate computation of diluted earnings (loss) per share is not presented for the nine months ended September 30, 2014 and 2013. | |||||||||||
The Company has the following common stock equivalents at September 30, 2014 and 2013: | |||||||||||
September 30, | |||||||||||
2014 | 2013 | ||||||||||
Convertible Debt (Exercise price - $0.25/share) | 18,056,932 | — | |||||||||
Stock Warrants (Exercise price - $0.375/share) | 9,728,984 | — | |||||||||
Stock Options (Exercise price - $0.375/share) | 200,000 | — | |||||||||
Total | 27,985,916 | — | |||||||||
Related Parties | ' | ||||||||||
Related Parties | |||||||||||
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. | |||||||||||
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |||||||||||
The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |||||||||||
Contingencies | ' | ||||||||||
Contingencies | |||||||||||
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |||||||||||
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. | |||||||||||
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, consolidated financial position, and consolidated results of operations or consolidated cash flows. | |||||||||||
Subsequent Events | ' | ||||||||||
Subsequent Events | |||||||||||
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued. | |||||||||||
Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. | |||||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||
Recently Issued Accounting Pronouncements | |||||||||||
In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this Update change the requirements for reporting discontinued operations in Subtopic 205-20. | |||||||||||
Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.” The ASU states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. Although “major” is not defined, the standard provides examples of when a disposal qualifies as a discontinued operation. | |||||||||||
The ASU also requires additional disclosures about discontinued operations that will provide more information about the assets, liabilities, income and expenses of discontinued operations. In addition, the ASU requires disclosure of the pre-tax profit or loss attributable to a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. | |||||||||||
The ASU is effective for public business entities for annual periods beginning on or after December 15, 2014, and interim periods within those years. | |||||||||||
In May 2014, the FASB has issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The guidance in this update supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition.” In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles-Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this Update. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No, 2014-09 are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We do not believe the adoption of this update will have a material impact on our financial statements. | |||||||||||
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
2_Summary_of_Significant_Accou2
2. Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Accounting Policies [Abstract] | ' | ||||||||||
Common Stock Equivalents | ' | ||||||||||
September 30, | |||||||||||
2014 | 2013 | ||||||||||
Convertible Debt (Exercise price - $0.25/share) | 18,056,932 | — | |||||||||
Stock Warrants (Exercise price - $0.375/share) | 9,728,984 | — | |||||||||
Stock Options (Exercise price - $0.375/share) | 200,000 | — | |||||||||
Total | 27,985,916 | — |
3_Furniture_and_Equipment_Tabl
3. Furniture and Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Furniture and Equipment | ' | ||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Office Equipment | $ | 174,295 | $ | 12,985 | |||||
Furniture and Fixtures | 25,598 | 6,013 | |||||||
Total | 199,893 | 18,998 | |||||||
Less: Accumulated Depreciation | (26,684 | ) | (12,952 | ) | |||||
Property and Equipment - net | $ | 173,209 | $ | 6,046 |
4_Intangible_Assets_Tables
4. Intangible Assets (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Intangible Assets | ' | ||||||||
30-Sep-14 | 31-Dec-13 | ||||||||
Patents | $ | 46,150 | $ | 36,950 | |||||
Less: Impairment Charges | — | — | |||||||
Less: Accumulated Amortization | (14,427 | ) | (12,253 | ) | |||||
Patents - net | $ | 31,723 | $ | 24,697 | |||||
Intangible Assets - Future Amortization | ' | ||||||||
Year Ending December 31 | |||||||||
2014 (6 months) | 806 | ||||||||
2015 | 3,071 | ||||||||
2016 | 3,072 | ||||||||
2017 | 3,071 | ||||||||
2018 | 3,071 | ||||||||
2019 and Thereafter | 18,632 | ||||||||
$ | 31,723 |
5_Debt_Tables
5. Debt (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Summary of Debt Transactions | ' | ||||||||||||
30-Sep-14 | 31-Dec-13 | ||||||||||||
Notes payable | $ | 429,861 | $ | 503,203 | |||||||||
Notes payable - related party | — | 26,108 | |||||||||||
Convertible notes | 4,464,232 | 2,194,132 | |||||||||||
Convertible notes - related party | 50,000 | 50,000 | |||||||||||
Less: debt discount | (4,174,650 | ) | (1,925,191 | ) | |||||||||
Debt - net | 769,443 | 848,252 | |||||||||||
Amortization of debt discount | 1,191,704 | 92,304 | |||||||||||
Less: current portion - notes payable | (98,086 | ) | (98,086 | ) | |||||||||
Less: current portion - notes payable - related party | (0 | ) | (26,108 | ) | |||||||||
Long term debt - net | $ | 1,863,061 | $ | 816,362 | |||||||||
Notes Payable | ' | ||||||||||||
Third Party | Related Party | Totals | |||||||||||
Balance December 31, 2012 | $ | 739,534 | $ | 133,000 | $ | 872,534 | |||||||
Proceeds | 160,000 | 61,655 | 221,655 | ||||||||||
Repayments | (116,331 | ) | (35,547 | ) | (151,878 | ) | |||||||
Conversion of note payable to convertible debt | (180,000 | ) | (50,000 | ) | (230,000 | ) | |||||||
Conversion of note payable to contributed capital | (100,000 | ) | (83,000 | ) | (183,000 | ) | |||||||
Balance December 31, 2013 | 503,203 | 26,108 | 529,311 | ||||||||||
Proceeds | — | — | — | ||||||||||
Repayments | (73,342 | ) | (26,108 | ) | (99,450 | ) | |||||||
Balance September 30, 2014 | $ | 429,861 | $ | — | $ | 429,861 | |||||||
Convertible Debt, Net | ' | ||||||||||||
Third Party | Related Party | Totals | |||||||||||
Balance December 31, 2012 | $ | — | $ | — | $ | — | |||||||
Proceeds | 2,000,000 | — | 2,000,000 | ||||||||||
Conversion of note payable to convertible debt | 180,000 | 50,000 | 230,000 | ||||||||||
Conversion of accrued interest into convertible debt | 14,132 | — | 14,132 | ||||||||||
Less: gross debt discount recorded - Day 1 | (1,925,191 | ) | — | (1,925,191 | ) | ||||||||
Add: amortization of debt discount | 92,304 | — | 92,304 | ||||||||||
Balance December 31, 2013 | 361,245 | 50,000 | 411,245 | ||||||||||
Proceeds | 2,270,100 | — | 2,270,100 | ||||||||||
Less: gross debt discount recorded - Day 1 | (2,249,459 | ) | — | (2,249,459 | ) | ||||||||
Add: amortization of debt discount | 1,099,400 | — | 1,099,400 | ||||||||||
Balance September 30, 2014 | $ | 1,481,286 | $ | 50,000 | $ | 1,531,286 | |||||||
Future Commitments | ' | ||||||||||||
Year Ended December 31 | |||||||||||||
2014 | $ | 98,086 | |||||||||||
2015 | 4,846,008 | ||||||||||||
Less: unamortized debt discount | (2,982,947 | ) | |||||||||||
Less: current maturities | (98,086 | ) | |||||||||||
Debt - long term | $ | 1,863,061 |
6_Derivative_Liabilities_Table
6. Derivative Liabilities (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Notes to Financial Statements | ' | ||||||||
Derivative Liabilities | ' | ||||||||
Balance - December 31, 2012 | $ | — | |||||||
Fair value at the commitment date - convertible debt | 2,414,585 | ||||||||
Fair value at the commitment date - warrants | 682,809 | ||||||||
Reclassification of derivative liabilities to additional paid in capital | — | ||||||||
related to convertible debt that ceased being a derivative liability | (311,709 | ) | |||||||
Fair value mark to market adjustment - convertible debt | (28,586 | ) | |||||||
Fair value mark to market adjustment - warrants | (5,595 | ) | |||||||
Balance - December 31, 2013 | 2,751,504 | ||||||||
Fair value at the commitment date - convertible debt | 2,817,945 | ||||||||
Fair value mark to market adjustment - convertible debt | (422,930 | ) | |||||||
Reclassification of derivative liabilities to additional paid in capital | (214,769 | ) | |||||||
Fair value mark to market adjustment - warrants | (10,972 | ) | |||||||
Balance - September 30, 2014 | $ | 4,920,778 | |||||||
Management Assumptions | ' | ||||||||
Remeasurement Date | Commitment Date | ||||||||
Expected dividends | 0% | 0% | |||||||
Expected volatility | 150% | 150% | |||||||
Expected term | 1.16 - 4.74 years | 2 - 5 years | |||||||
Risk free interest rate | 0.58% - 1.78% | 0.40% - 1.68% |
7_Debt_Discount_Tables
7. Debt Discount (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Notes to Financial Statements | ' | ||||
Debt Discount | ' | ||||
Debt discount - net - December 31, 2012 | $ | — | |||
Debt discount | 1,925,191 | ||||
Amortization expense - 2013 | (92,301 | ) | |||
Debt discount - net - December 31, 2013 | 1,832,890 | ||||
Debt discount | 2,249,459 | ||||
Amortization expense - 2014 | (1,099,400 | ) | |||
Debt discount - net - September 30, 2014 | 2,982,949 |
8_Debt_Issue_Costs_Tables
8. Debt Issue Costs (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Notes to Financial Statements | ' | ||||
Debt Issue Costs | ' | ||||
Debt issue costs - net - December 31, 2012 | $ | — | |||
Debt issue costs | 247,197 | ||||
Amortization expense - 2013 | (11,986 | ) | |||
Debt issue costs - net - December 31, 2013 | 235,211 | ||||
Debt issue costs | 69,944 | ||||
Amortization expense - 2014 | (103,388 | ) | |||
Debt issue costs - net - September 30, 2014 | $ | 201,767 |
9_Stockholders_Deficit_Tables
9. Stockholders Deficit (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Common Stock | ' | ||||||||||||||||
Transaction Type | Quantity | Valuation | Range of Value per Share | ||||||||||||||
Recognition of unvested share compensation - Related Party | (1 | ) | — | $ | 46,875 | $ | — | ||||||||||
— | $ | 46,875 | $ | — | |||||||||||||
Stock Options | ' | ||||||||||||||||
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | |||||||||||||||
(in Years) | |||||||||||||||||
Outstanding - December 31, 2013 | — | $ | — | — | |||||||||||||
Granted | 300,000 | 0.375 | 5 | ||||||||||||||
Exercised | — | — | — | ||||||||||||||
Forfeited or Canceled | (100,000 | ) | — | — | |||||||||||||
Outstanding - September 30, 2014 | 200,000 | 0.375 | 3.93 | ||||||||||||||
Exercisable - September 30, 2014 | 200,000 | ||||||||||||||||
Stock Warrants | ' | ||||||||||||||||
Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in Years) | |||||||||||||||
Balance, December 31, 2012 | — | $ | — | ||||||||||||||
Granted | 6,738,884 | 0.242 | 5 | ||||||||||||||
Exercised | (1,400,000 | ) | — | ||||||||||||||
Cancelled/Forfeited | (1,000,000 | ) | — | ||||||||||||||
Balance, December 31, 2013 | 4,338,884 | 0.242 | 4.9 | ||||||||||||||
Granted | 5,390,100 | 0.375 | 5 | ||||||||||||||
Exercised | — | — | — | ||||||||||||||
Cancelled/Forfeited | — | — | |||||||||||||||
Balance, September 30, 2014 | 9,728,984 | 0.375 | 4.4 |
10_Commitments_Tables
10. Commitments (Tables) | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||
Royalty Liabilties | ' | ||||||
Net Sales in Contract Year | Percentage of the Contract Year Net Sales owed to GE | ||||||
$0 - $50,000,000 | 7 | % | |||||
$50,000,001 - $100,000,000 | 6 | % | |||||
$100,000,001+ | 5 | % | |||||
For Net Sales Made | Payment Due Date | ||||||
December 1 - February 28/29 | 26-Mar | ||||||
March 1 - May 30 | 26-Jun | ||||||
June 1 - August 31 | 26-Sep | ||||||
September 1 - November 30 | 26-Dec | ||||||
Minimum Rent Obligations | ' | ||||||
2014 (9 months) | $ | 21,000 | |||||
2015 | 84,000 | ||||||
2016 | 84,000 | ||||||
2017 | 28,000 | ||||||
Total | $ | 217,000 |
1_Organization_and_Nature_of_O1
1. Organization and Nature of Operations (Details Narrative) | Sep. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Owned Subsidiary | 98.80% |
2_Summary_of_Significant_Accou3
2. Summary of Significant Accounting Policies - Common Stock Equivalents (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' |
Convertible Debt (Exercise price - $0.25/share) | $18,056,932 | ' |
Stock Warrants (Exercise price - $0.375/share) | 9,728,984 | ' |
Stock Options (Exercise price - $0.375/share) | 200,000 | ' |
Total | $27,985,916 | ' |
2_Summary_of_Significant_Accou4
2. Summary of Significant Accounting Policies (Details Narrative) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' |
Bad debt | $0 | $0 |
3_Furniture_and_Equipment_Furn
3. Furniture and Equipment - Furniture and Equipment (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Furniture and Equipment | $199,893 | $18,998 |
Less: Accumulated Depreciation | -26,684 | -12,952 |
Property and Equipment - net | 173,209 | 6,046 |
Office Equipment | ' | ' |
Furniture and Equipment | 174,295 | 12,985 |
Furniture and Fixtures | ' | ' |
Furniture and Equipment | $25,598 | $6,013 |
4_Intangible_Assets_Intangible
4. Intangible Assets - Intangible Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Patents | $46,150 | $36,950 |
Less: Impairment Charges | ' | ' |
Less: Accumulated Amortization | -14,427 | -12,253 |
Patents - net | $31,723 | $24,697 |
4_Intangible_Assets_Intangible1
4. Intangible Assets - Intangible Assets - Future Amortization (Details) (USD $) | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
2014 | $806 |
2015 | 3,071 |
2016 | 3,072 |
2017 | 3,071 |
2018 | 3,071 |
2019 and Thereafter | 18,632 |
Total | $31,723 |
5_Debt_Summary_of_Debt_Transac
5. Debt - Summary of Debt Transactions (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ' | ' |
Notes payable | $429,861 | $503,203 |
Notes payable - related party | ' | 26,108 |
Convertible notes | 4,464,232 | 2,194,132 |
Convertible notes - related party | 50,000 | 50,000 |
Less: debt discount | -4,174,650 | -1,925,191 |
Debt - net | 769,443 | 848,252 |
Amortization of debt discount | 1,191,704 | 92,304 |
Less: current portion - notes payable | -98,086 | -98,086 |
Less: current portion - notes payable - related party | 0 | -26,108 |
Long term debt - net | $1,863,061 | $816,362 |
5_Debt_Notes_Payable_Details
5. Debt - Notes Payable (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Beginning Balance, Notes Payable | $529,311 | $872,534 | $872,534 |
Proceeds | ' | 60,000 | 221,655 |
Repayments | -99,450 | ' | -151,878 |
Conversion of note payable to convertible debt | ' | ' | -230,000 |
Conversion of note payable to contributed capital | ' | ' | -183,000 |
Debt forgiveness | ' | ' | 83,000 |
Ending Balance, Notes Payable | 429,861 | ' | 529,311 |
Third Party | ' | ' | ' |
Beginning Balance, Notes Payable | 503,203 | 739,534 | 739,534 |
Proceeds | ' | ' | 160,000 |
Repayments | -73,342 | ' | -116,331 |
Conversion of note payable to convertible debt | ' | ' | -180,000 |
Conversion of note payable to contributed capital | ' | ' | -100,000 |
Ending Balance, Notes Payable | 429,861 | ' | 503,203 |
Related Party | ' | ' | ' |
Beginning Balance, Notes Payable | 26,108 | 133,000 | 133,000 |
Proceeds | ' | ' | 61,655 |
Repayments | -26,108 | ' | -35,547 |
Conversion of note payable to convertible debt | ' | ' | -50,000 |
Conversion of note payable to contributed capital | ' | ' | -83,000 |
Ending Balance, Notes Payable | ' | ' | $26,108 |
5_Debt_Convertible_Debt_Net_De
5. Debt - Convertible Debt, Net (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Beginning Balance, Convertible Debt | $411,245 | ' | ' |
Proceeds | 2,270,100 | ' | 2,000,000 |
Conversion of note payable to convertible debt | ' | ' | 230,000 |
Conversion of accrued interest into convertible debt | ' | ' | 14,132 |
Less: gross debt discount recorded | -2,249,459 | ' | -1,925,191 |
Add: amortization of debt discount | 1,191,704 | ' | 92,304 |
Ending Balance, Convertible Debt | 1,531,286 | ' | 411,245 |
Third Party | ' | ' | ' |
Beginning Balance, Convertible Debt | 361,245 | ' | ' |
Proceeds | 2,270,100 | ' | 2,000,000 |
Conversion of note payable to convertible debt | ' | ' | 180,000 |
Conversion of accrued interest into convertible debt | ' | ' | 14,132 |
Less: gross debt discount recorded | -2,249,459 | ' | -1,925,191 |
Add: amortization of debt discount | 1,099,400 | ' | 92,304 |
Ending Balance, Convertible Debt | 1,481,286 | ' | 361,245 |
Related Party | ' | ' | ' |
Beginning Balance, Convertible Debt | 50,000 | ' | ' |
Proceeds | ' | ' | ' |
Conversion of note payable to convertible debt | ' | ' | 50,000 |
Conversion of accrued interest into convertible debt | ' | ' | ' |
Less: gross debt discount recorded | ' | ' | ' |
Add: amortization of debt discount | ' | ' | ' |
Ending Balance, Convertible Debt | $50,000 | ' | $50,000 |
5_Debt_Future_Commitments_Deta
5. Debt - Future Commitments (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Disclosure [Abstract] | ' | ' | ' |
2014 | $98,086 | ' | ' |
2015 | 4,846,008 | ' | ' |
Less: unamortized debt discount | 2,982,947 | 1,832,890 | ' |
Less: current maturities | -98,086 | ' | ' |
Debt - long term | $1,863,061 | $816,362 | ' |
5_Debt_Details_Narrative
5. Debt (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Detachable Warrents Issued | $5,390,100 | $3,672,134 |
Component of Notes Payable - Third Party Bank Loan | ' | -503,203 |
Interest Rate Range, Minimum | 10.00% | 12.00% |
Interest Rate Range, Maximum | 12.00% | 15.00% |
Debt, Unsecured | ' | -26,108 |
Debt, Secured | ' | 454,643 |
Debt, Due | 429,861 | 503,203 |
Debt Outstanding | 1,863,061 | ' |
Escrow | 0 | ' |
Minimum [Member] | ' | ' |
Conversion Price Per Share | $0.25 | ' |
Maximum [Member] | ' | ' |
Conversion Price Per Share | $0.38 | ' |
Related Party | ' | ' |
Debt, Due | ($26,108) | ' |
6_Derivative_Liabilities_Deriv
6. Derivative Liabilities - Derivative Liabilities (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Notes to Financial Statements | ' | ' |
Beginning Balance | $2,751,504 | ' |
Fair value at the commitment date - convertible debt | 2,817,945 | 2,414,585 |
Fair value at the commitment date - warrants | ' | 682,809 |
Reclassification of derivative liabilities to additional paid in capital | -214,769 | ' |
Related to convertible debt that ceased being a derivative liability | ' | -311,709 |
Fair value mark to market adjustment - convertible debt | -422,930 | -28,586 |
Fair value mark to market adjustment - warrants | -10,972 | -5,595 |
Ending Balance | $4,920,778 | $2,751,504 |
6_Derivative_Liabilities_Manag
6. Derivative Liabilities - Management Assumptions (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Commitment Date [Member] | Minimum [Member] | ' |
Expected dividends | 0.00% |
Expected volatility | 150.00% |
Expected term | '2 years |
Risk free interest rate | 0.40% |
Commitment Date [Member] | Maximum [Member] | ' |
Expected term | '5 years |
Risk free interest rate | 1.68% |
Remeasurement Date [Member] | Minimum [Member] | ' |
Expected dividends | 0.00% |
Expected volatility | 150.00% |
Expected term | '4 years 1 month |
Risk free interest rate | 0.58% |
Remeasurement Date [Member] | Maximum [Member] | ' |
Expected term | '4 years 9 months |
Risk free interest rate | 1.78% |
7_Debt_Discount_Debt_Discount_
7. Debt Discount - Debt Discount (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Notes to Financial Statements | ' | ' |
Debt discount, Beginning | $1,832,890 | ' |
Debt discount | 2,249,459 | 1,925,191 |
Amortization expense | -1,099,400 | -92,301 |
Debt discount, Ending | $2,982,947 | $1,832,890 |
8_Debt_Issue_Costs_Debt_Issue_
8. Debt Issue Costs - Debt Issue Costs (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Notes to Financial Statements | ' | ' |
Debt issue costs, Beginning | $235,211 | ' |
Debt issue costs | 69,944 | 247,197 |
Amortization expense | -103,388 | -11,986 |
Debt issue costs, Ending | $201,767 | $235,211 |
9_Stockholders_Deficit_Common_
9. Stockholders Deficit - Common Stock (Details) (Recognition of Unvested Share Compensation, USD $) | 9 Months Ended | |
Sep. 30, 2014 | ||
Recognition of Unvested Share Compensation | ' | |
Quantity | ' | [1] |
Valuation | $46,875 | [1] |
Range of Value per Share | ' | [1] |
[1] | The Companys Chief Executive Officer received 1,250,000 shares as a sign on bonus. There are no future service requirements and there are no claw back or forfeiture rights associated with this stock grant. The shares are valued based on a recent third party cash offering of convertible debt containing an exercise price of 0.25/share. See Note 10B for additional discussion. |
9_Stockholders_Deficit_Stock_O
9. Stockholders Deficit - Stock Options (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
Beginning Balance, Options | ' |
Beginning Balance, Weighted Average Exercise Price | ' |
Options Granted | 300,000 |
Options Granted, Weighted Average Exercise Price | $0.38 |
Options Granted, Weighted Average Remaining Contract (In Years) | '5 years |
Options Exercised | ' |
Options Forfeited/Cancelled | -100,000 |
Ending Balance, Options Outstanding | 200,000 |
Ending Balance, Weighted Average Exercise Price, Options Outstanding | $0.38 |
Ending Balance, Weighted Average Remaining Contract (In Years), Options Outstanding | '3 years 11 months |
Ending Balance, Options Exercisable | 200,000 |
9_Stockholders_Deficit_Stock_W
9. Stockholders Deficit - Stock Warrants (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Equity [Abstract] | ' | ' |
Beginning Balance, Warrants | ' | ' |
Warrants Granted | 5,390,100 | 6,738,884 |
Warrants Granted, Weighted Average Exercise Price | $0.38 | $0.24 |
Warrants Granted, Weighted Average Remaining Contractual Life (in Years) | '5 years | '5 years |
Warrants Exercised | ' | -1,400,000 |
Warrants Exercised, Weighted Average Exercise Price | ' | ' |
Warrants Cancelled/Forfeited | ' | -1,000,000 |
Warrants Cancelled/Forfeited, Weighted Average Exercise Price | ' | ' |
Ending Balance, Warrants Outstanding | 9,728,984 | 4,338,884 |
Ending Balance, Warrants, Weighted Average Exercise Price | $0.38 | $0.24 |
Ending Balance, Warrants, Weighted Average Remaining Contractual Life (in Years) | '4 years 5 months | '4 years 11 months |
9_Stockholders_Deficit_Details
9. Stockholders Deficit (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2018 | Dec. 31, 2013 | Sep. 03, 2013 | |
Stock Options Issued | ' | ' | ' | 300,000 |
Fair value of Stock Options Issued | $127,400 | ' | $126,400 | $66,785 |
Options Cancelled | ' | ' | 100,000 | ' |
Warrants Issued | 5,390,100 | ' | 6,738,884 | ' |
Expired Warrants | ' | 4,338,884 | 2,400,000 | ' |
Warrants, Exercise Price | $0.38 | ' | $0.38 | ' |
Shares Reacquired | 5,390,100 | ' | 3,672,134 | ' |
Warrant Consideration Recieved | 1,000 | ' | ' | ' |
Warrants Exercised | $1,000,000 | ' | ' | ' |
Warrants Issued for Services, Shares | ' | ' | 3,066,750 | ' |
Third Party | ' | ' | ' | ' |
Warrants Issued | 4,740,100 | ' | 6,614,801 | ' |
Related Party | ' | ' | ' | ' |
Warrants Issued | 650,000 | ' | 124,083 | ' |
10_Commitments_Minimum_Rent_Ob
10. Commitments - Minimum Rent Obligations (Details) (USD $) | Sep. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
2014 (9 months) | $21,000 |
2015 | 84,000 |
2016 | 84,000 |
2017 | 28,000 |
Total | $217,000 |
10_Commitments_Details_Narrati
10. Commitments (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | |
Chief Executive Officer [Member] | Office [Member] | ||
Royalty Information | 'The term shall carry a royalty minimum of $12,000,000. If licensee does not pay GE a cumulative royalty of $12,000,000 over the term of the agreement, the difference between $12,000,000 and all prior payments would be due on December 31, 2018. | ' | ' |
Shares Granted | ' | 1,250,000 | 250,000 |
Shares Granted, Value | ' | $312,500 | ' |
Annual Salary | ' | 150,000 | ' |
Security Deposit Paid | 27,020 | ' | ' |
Monthly Consulting Fee | ' | ' | $6,500 |
11_Going_Concern_Details_Narra
11. Going Concern (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' |
Net Loss | ($3,389,743) | ($2,607,768) | ' |
Net Cash Used in Operations | 1,338,612 | ' | ' |
Working Capital Deficit | -4,031,249 | ' | ' |
Total Stockholders' deficit | ($5,487,611) | ($2,360,512) | ($899,860) |
12_Subsequent_Events_Details_N
12. Subsequent Events (Details Narrative) (Subsequent Event [Member], USD $) | Sep. 30, 2014 |
Subsequent Event [Member] | ' |
Security Deposit Collected | $34,981 |
Base Rent | 97,266 |
Secuirty Deposit Paid | $1,914 |