Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 08, 2013 | |
DocumentAndEntityInformationAbstract | ' | ' |
Entity Registrant Name | 'WOUND MANAGEMENT TECHNOLOGIES, INC. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0000714256 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 85,560,469 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Statement_CONDENSED_CONSOLIDAT
Statement - CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS: | ' | ' |
Cash | $131,221 | $45,861 |
Accounts Receivable, net | 137,121 | 203,967 |
Inventory, net | 459,034 | 454,211 |
Employee Advances | 43,729 | 11,832 |
Deferred Loan Costs | 5,794 | 7,400 |
Deferred Compensation | 83,100 | 309,450 |
Prepaid and Other Assets | 15,581 | 11,306 |
Total Current Assets | 875,580 | 1,044,027 |
LONG-TERM ASSETS: | ' | ' |
Intangible Assets, net ($204,124, $165,851) | 306,186 | 344,459 |
Deferred Loan Costs | 423 | 5,126 |
Total Long-Term Assets | 306,609 | 349,585 |
TOTAL ASSETS | 1,182,189 | 1,393,612 |
CURRENT LIABILITIES: | ' | ' |
Accounts Payable | 201,057 | 205,206 |
Accrued Royalties | 281,250 | 803,238 |
Accrued Liabilities | 64,189 | 263,165 |
Accrued Interest - Related Parties | 72,615 | 34,054 |
Accrued Interest | 331,753 | 132,018 |
Derivative Liabilities | 2,153,795 | 1,336,574 |
Notes Payable - Related Parties | 415,620 | 415,620 |
Notes Payable, net of discount ($59,807, $18,005) | 2,474,165 | 1,814,287 |
Stock Subscription Payable | 569,000 | 6,000 |
Total Current Liabilities | 6,563,444 | 5,010,162 |
LONG-TERM LIABILITIES | ' | ' |
Debentures, net of discount ($46,945, $160,744) | 103,055 | 189,256 |
Total Long-Term Liabilities | 103,055 | 189,256 |
TOTAL LIABILITIES | 6,666,499 | 5,199,418 |
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' |
Series A Preferred Stock, $10 par value, 5,000,000 shares authorized; 0Â Â issued and outstanding | 0 | 0 |
Series B Preferred Stock, $10 par value, 75,000 shares authorized; 0Â Â issued and outstanding | 0 | 0 |
Common Stock: $.001 par value; 100,000,000 shares authorized; 82,548,991 Issued and 82,544,902 outstanding as of September 30, 2013 and 68,782,470 issued and 68,778,381 outstanding as of December 31, 2012. | 82,549 | 68,782 |
Additional Paid-in Capital | 36,124,652 | 35,154,736 |
Treasury Stock | -12,039 | -12,039 |
Accumulated Deficit | -41,679,472 | -39,017,285 |
Total Stockholders' Equity (Deficit) | -5,484,310 | -3,805,806 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $1,182,189 | $1,393,612 |
Statement_CONDENSED_CONSOLIDAT1
Statement - CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Intangible asset accumulated amortization | $204,124 | $165,851 |
Note payable discount | 59,807 | 18,005 |
Discount for debenture | $46,945 | $160,744 |
Series A Preferred Stock Par Value | $10 | $10 |
Series A Preferred Stock shares authorized | 5,000,000 | 5,000,000 |
Series A Preferred Stock shares issued | 0 | 0 |
Series A Preferred Stock shares outstanding | 0 | 0 |
Series B Preferred Stock Par Value | $10 | $10 |
Series B Preferred Stock shares authorized | 75,000 | 75,000 |
Series B Preferred Stock shares issued | 0 | 0 |
Series B Preferred Stock shares outstanding | 0 | 0 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 82,548,991 | 68,782,470 |
Common Stock, shares outstanding | 82,544,902 | 68,778,381 |
UNAUDITED_CONDENSED_CONSOLIDAT
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Revenues [Abstract] | ' | ' | ' | ' |
REVENUES | $472,753 | $360,245 | $1,263,170 | $734,191 |
COST OF GOODS SOLD | 238,737 | 209,423 | 683,522 | 521,369 |
GROSS PROFIT | 234,016 | 150,822 | 579,648 | 212,822 |
GENERAL AND ADMINISTRATIVE EXPENSES: | ' | ' | ' | ' |
General and Administrative Expenses | 545,575 | 1,183,580 | 1,520,302 | 3,015,949 |
Depreciation / Amortization | 12,758 | 16,138 | 38,273 | 48,415 |
Bad Debt Expense | 7,106 | 783,239 | 12,816 | 864,649 |
INCOME (LOSS) FROM CONTINUING OPERATIONS: | -331,423 | -1,832,135 | -991,743 | -3,716,191 |
OTHER INCOME (EXPENSES): | ' | ' | ' | ' |
Change in fair value of Derivative Liability | -859,710 | 683,515 | -941,928 | 3,355,868 |
Interest Income | 0 | 39,888 | 0 | 126,650 |
Interest Expense | -94,608 | -74,270 | -264,616 | -175,297 |
Debt related Expense | -401,755 | -214,867 | -463,900 | -731,044 |
NET INCOME (LOSS) | ($1,687,496) | ($1,397,869) | ($2,662,187) | ($1,140,014) |
Basic and diluted loss per share of common stock | ($0.02) | ($0.02) | ($0.04) | ($0.02) |
Weighted average number of common shares outstanding | 80,321,828 | 63,576,004 | 75,462,813 | 61,749,477 |
Statement_UNAUDITED_CONDENSED_
Statement - UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows from operating activities: | ' | ' |
Net income (loss) from continuing operations | ($2,662,187) | ($1,140,014) |
Adjustments to reconcile net loss to net cash provided (used) in Operating activities: | ' | ' |
Depreciation and amortization | 38,273 | 48,413 |
Amortization of discounts and deferred costs | 183,765 | 386,721 |
Stock and warrants issued as payment for services | 203,500 | 143,900 |
Warrant expense | 376,550 | 705,537 |
Re-acquisition of distributorship | 0 | 907,872 |
(Gain) loss on fair market value of derivative liabilities | 941,928 | -3,355,868 |
Increase (decrease) in allowance for uncollectible notes receivable | 0 | 493,233 |
Non-cash debt related costs | 146,962 | -18,560 |
Changes in assets and liabilities: | ' | ' |
(Increase) decrease in accounts receivable, | 66,846 | -149,409 |
(Increase) decrease in inventory | -4,823 | -273,308 |
(Increase) decrease in employee advances | -31,897 | 20,733 |
(Increase) decrease in accrued interest receivable - related parties | 0 | -22,378 |
(Increase) decrease in accrued interest receivable | 0 | -104,272 |
(Increase) decrease in prepaids and other assets | -4,275 | -17,247 |
(Increase) decrease in deferred compensation | 41,550 | 309,450 |
Increase (decrease) in allowance for uncollectible interest | 0 | 131,011 |
Increase (decrease) in accrued royalties | -521,988 | 281,250 |
Increase (decrease) in accounts payable | -4,149 | 255,914 |
Increase (decrease) in accrued liabilities | -198,976 | -71,238 |
Increase (decrease) in accrued interest payable - related parties | 38,561 | 12,964 |
Increase (decrease) in accrued interest payable | 205,235 | 155,075 |
Net cash flows provided (used) in operating activities | -1,185,125 | -1,300,221 |
Cash flows from investing activities: | ' | ' |
Purchase of property and equipment | 0 | -2,060 |
Proceeds from notes receivable - related parties | 0 | 371,839 |
Net cash flows used in investing activities | 0 | 369,779 |
Cash flows from financing activities: | ' | ' |
Proceeds from notes payable - related parties | 0 | 315,200 |
Payments on notes payable - related parties | 0 | -26,200 |
Proceeds from notes payable | 891,160 | 1,774,500 |
Payments on notes payable | -195,435 | -1,480,000 |
Proceeds from debentures | 0 | 347,500 |
Proceeds from sale of stock | 0 | 15,248 |
Proceeds from exercise of warrants | 5,760 | 0 |
Proceeds from stock subscriptions payable | 569,000 | 0 |
Net cash flows provided by financing activities | 1,270,485 | 946,248 |
Increase (decrease) in cash | 85,360 | 15,806 |
Cash and cash equivalents, beginning of period | 45,861 | 3,608 |
Cash and cash equivalents, end of period | 131,221 | 19,414 |
Cash paid during the period for: | ' | ' |
Interest | 20,821 | 7,258 |
Income Taxes | 0 | 0 |
Supplemental non-cash investing and financing activities: | ' | ' |
Common stock issued for debt conversion | 301,145 | 678,000 |
Derivative Liability reduced by stock issuance for debt conversion | 342,987 | 723,923 |
Derivative Liability reduced by stock issuance for warrant exercise | 74,188 | 0 |
Common stock issued for debt related costs | $5,500 | $1,200 |
1_SUMMARY_OF_SIGNIFICANT_ACCOU
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
Basis of Presentation | |
The terms “WMT,” “we,” “the Company,” and “us” as used in this report refer to Wound Management Technologies, Inc. The accompanying unaudited condensed consolidated balance sheet as of September 30, 2013 and unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2013 and 2012 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management of WMT, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2013, are not necessarily indicative of the results that may be expected for the year ending December 31, 2013, or any other period. These financial statements and notes should be read in conjunction with the financial statements for each of the two years ended December 31, 2012, and December 31, 2011, included in the Company’s Annual Report on Form 10-K. The accompanying consolidated balance sheet as of December 31, 2012, has been derived from the audited financial statements filed in our Form 10-K and is included for comparison purposes in the accompanying balance sheet. Certain prior year amounts have been reclassified to conform to current year presentation. | |
Principles of Consolidation | |
The accompanying consolidated financial statements include the accounts of WMT and its wholly-owned subsidiaries: Wound Care Innovations, LLC a Nevada limited liability company (“WCI”); Resorbable Orthopedic Products, LLC, a Texas limited liability company (“Resorbable); and BioPharma Management Technologies, Inc., a Texas corporation (“BioPharma”). In June of 2013, the board of directors voted to dissolve BioPharma. All intercompany accounts and transactions have been eliminated. | |
Fair Value Measurements | |
As defined in Accounting Standards Codification (“ASC”) Topic No. 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. | |
The three levels of the fair value hierarchy defined by ASC Topic No. 820 are as follows: | |
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | |
Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. | |
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. | |
At September 30, 2013, the Company’s financial instruments consist of the derivative liabilities related to stock purchase warrants and the conversion features of certain outstanding debentures and notes payable. The derivative liability on stock purchase warrants was valued using the American Options Binomial Method, a Level 3 input. The fair value of the conversion features is calculated in accordance with ASC Topic No. 470-20-25-4. The change in fair value of the derivative liabilities is classified in other income (expense) in the statement of operations. | |
Our intangible assets have also been valued using the fair value accounting treatment and a description of the methodology used, including the valuation category, is described in the Company’s Annual Report on Form 10-K. |
2_GOING_CONCERN
2. GOING CONCERN | 9 Months Ended |
Sep. 30, 2013 | |
Going Concern | ' |
GOING CONCERN | ' |
The Company has current liabilities in excess of current assets and has a stockholders’ deficiency. The Company has had limited operations and has not been able to develop an ongoing, reliable source of revenue to fund its existence. The Company’s day-to-day expenses have been covered by proceeds obtained and services paid by the issuance of stock and notes payable. The adverse effect on the Company’s results of operations due to its lack of capital resources can be expected to continue until such time as the Company is able to generate additional capital from other sources. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. | |
These unaudited interim condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. The continuation of the Company as a going concern is dependent upon the success of the Company in obtaining additional funding and the success of its future operations. The ability of the Company to achieve these objectives cannot be determined at this time. |
3_SIGNIFICANT_TRANSACTIONS
3. SIGNIFICANT TRANSACTIONS | 9 Months Ended |
Sep. 30, 2013 | |
Significant Transactions | ' |
SIGNIFICANT TRANSACTIONS | ' |
Forbearance Agreement | |
On August 17, 2012, Tonaquint, Inc., (“Tonaquint”) and the Company entered into a forbearance agreement in connection with a Securities Purchase Agreement by and between Tonaquint and the Company under which Tonaquint purchased a Secured Convertible Promissory Note in the original principal amount of $560,000 (the “Note”). Tonaquint agreed to convert $20,000 in principal amount owed under the Note into shares of the Company’s Common Stock and to accept a cash payment of $200,000 as payment in full for the remaining balance on or before October 16, 2012. The forbearance also gave the Company the option to extend the final payment date. In January of 2013, the Company issued 74,993 shares of Common Stock according to the original terms of the Forbearance agreement. The Company also paid $45,000 in 2013 and issued an additional 213,147 shares of Common Stock to Tonaquint to extend the final payment date to October 15, 2013 at which time the final $200,000 was paid in full. | |
Federal Payroll Tax Settlement Negotiation | |
In January of 2012, the Company made payment to the Internal Revenue Service (the “IRS”) for delinquent tax liabilities from 2004 and 2005. In February of 2013, the IRS accepted Company’s offer of Compromise related to unpaid penalties and interest and on March 20, 2013, the Company paid the final $16,000 due under the compromise. | |
Shipping and Consulting Agreement | |
On September 20, 2013, the Company entered into a Shipping and Consulting Agreement with WellDyne Health, LLC (“WellDyne”). Under the agreement, WellDyne agreed to provide certain storage, shipping, and consulting services, and was granted the right to conduct online resale of certain of the Company’s products to U.S. consumers. | |
As additional consideration, an affiliate of WellDyne was issued a warrant (the “WellDyne Warrant”) for the purchase shares of the Company’s Common Stock equal to the lesser of (a) 4.9% of the issued and outstanding Common Stock (on a fully-diluted basis), or (b) 4,500,000 shares. The WellDyne Warrant has a term of five years and an exercise price of $0.06, subject to adjustment as provided for therein. |
4_NOTES_PAYABLE
4. NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2013 | |
Notes Payable | ' |
NOTES PAYABLE | ' |
In the first six months of 2013, the Company paid the $35,000 in principal and $851 interest due on the October 1, 2012 note payable in the original amount of $75,000. | |
In the first six months of 2013, the Company paid the $50,000 in principal and $1,879 interest due on the December 11, 2012 note payable in the original amount of $50,000. | |
In the first six months of 2013, the Company paid the $75,000 in principal and $2,340 interest due on the December 7, 2012 note payable in the original amount of $75,000. | |
In January of 2013, the Company paid $5,025 in principal related to a $50,000 purchase order financing agreement. | |
In February of 2013, the Company received a total of $500,000 from two lenders. The Company established two notes payable in the principal amount of $250,000 each. The notes accrue interest at 10% per annum and are due upon the Company’s achievement of certain revenue targets. The notes are convertible at the option of the holder into shares of the Company’s common stock at a conversion price of $0.07 per share, or into an equivalent number of shares of the Company’s Series C Preferred Stock. | |
In June of 2013, the Company received $40,000 from a lender established a note payable in the same amount. The note accrues interest at 10% per annum and is due in five installments between July 25, 2013 and November 25, 2013. In the third quarter of 2013, the Company made principal payments totaling $10,000 to the lender according to the terms of the note agreement. | |
In June of 2013, the Company received $50,000 from a lender established a note payable in the same amount. The note accrues interest at 9% per annum and is due in five installments between August 19, 2013 and December 19, 2013. In the third quarter of 2013, the Company made principal payments totaling $10,000 to the lender according to the terms of the loan agreement. | |
In the first nine months of 2013, the Company received $138,160 from a lender under a note agreement which allows funding of up to $142,000. The note accrues interest at 10% per annum and has a maturity date of May 13, 2015. The note agreement requires that all proceeds generated from the sale of inventory the note financed will be paid to the lender until the note is paid in full. As of September 30, 2013, the Company has paid $10,410 of the note balance. In October of 2013, the entire remaining principal balance of $127,457 and all related accrued interest was paid in full. | |
In July of 2013, the Company received $50,000 from a lender established a note payable in the same amount. The note accrues interest at 10% per annum and is due in four installments between October 12, 2013 and January 12, 2014. In October of 2013, the Company made payment in full on this note. | |
In the first nine months of 2013, the Company received additional cash of $113,000 under the Note payable agreement established in May of 2012 and increased the note payable balance by $130,100, which included an approximate original issue discount of 10% and deferred loan costs. | |
2012 Debentures | |
In connection with the 2012 debentures disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, the Company issued 5,970,416 shares of Common Stock to the debenture holder in conversion of $200,000 of principal. A pro rata share of the discount associated with the debentures was expensed with each issuance of Common Stock. | |
The unamortized discount balance of the debentures outstanding at September 30, 2013 is $46,946 for a total debenture balance, net of discount, of $103,055. The unamortized balance of deferred loan costs and accrued interest payable at September 30, 2013 is $2,671 and $29,809, respectively. |
5_STOCKHOLDERS_EQUITY
5. STOCKHOLDERS EQUITY | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||
STOCKHOLDERS EQUITY | ' | ||||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||||
It is the Company’s intention to initiate an offering (the “Series C Offering”) of a new Series C Preferred Stock (“Series C Preferred”) during the fourth quarter of 2013. In anticipation of the Series C Offering, the Company has received advance subscriptions in the amount of $569,000 from outside investors, which amounts are reflected as a Stock Subscription Payable under Current Liabilities on the Company’s balance sheet. If the Series C Offering is not consummated, the Company will be obligated to return the advanced funds. | |||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||
In January of 2013, $5,760 was received and 240,000 shares of common stock were issued in an exercise of warrants. | |||||||||||||||||||||||
On January 30, 2013, 74,993 shares of stock with a market value of $3,382 were issued according to the terms of the Forbearance Agreement related to the June 21, 2011 Note Payable (see Note 3 "Significant Transaction - Forbearance Agreement"). | |||||||||||||||||||||||
On February 4, 2013, 400,000 shares of common stock were issued in conversion of $9,688 of the May 30, 2012 Convertible Note and on February 19, 2013, 1,587,301 shares were issued in conversion of $50,000 of debentures. The Company issued an additional 500,000 shares of common stock with a market value of $40,000 to a consultant on February 21, 2013, according to the terms of the engagement agreement. | |||||||||||||||||||||||
In February of 2013, 400,000 shares of common stock were issued in conversion of $12,880 of the May 30, 2012 Convertible Note. The Company also issued 500,000 shares of common stock with a market value of $40,000 to a consultant according to the terms of the engagement agreement. | |||||||||||||||||||||||
On April 2, 2013, the Company issued 350,000 shares of common stock in conversion of $13,802 of principal and interest on the May 30, 2012 Convertible Note. On April 4, 2013, the Company issued 500,000 shares of common stock with a market value of $41,000 to a consultant according to the terms of the engagement agreement. On April 4, 2013, the Company issued 300,000 shares of common stock with a market value of $24,600 to a consultant according to the terms of the engagement agreement. | |||||||||||||||||||||||
On May 13, 2013, the Company issued 288,603 shares of common stock in conversion of $12,525 of principal and interest on the May 30, 2012 Convertible Note. On May 8, 2013, the Company issued 1,948,051 shares of common stock in conversion of $75,000 of principal of the 2012 Debentures and 500,000 shares of common stock with a market value of $35,000 to a consultant according to the terms of the engagement agreement. | |||||||||||||||||||||||
On June 4, 2013, the Company issued 1,029,334 shares of common stock in the cashless exercise of 1,299,769 stock purchase warrants and 500,000 shares of common stock with a market value of $32,500 to a consultant according to the terms of the engagement agreement. On June 24, 2013, the Company also issued 350,000 shares of common stock in conversion of $15,027 of principal of unrelated party debt. | |||||||||||||||||||||||
On July 11, 2013, the Company issued 250,000 shares of Common Stock with a market value of $17,250 to various sales representatives as part of a sales incentive program. On July 16, 2013, the Company issued 304,361 shares of Common Stock in conversion of $13,848 of principal and interest on the May 30, 2012 Convertible Note. On July 17, 2013, the Company issued 100,000 shares of common stock with a market value of $7,500 to a consultant according to the terms of the engagement agreement. On July 26, the Company issued 102,459 shares of Common stock with a market value of $6,148 for an extension of the Tonaquint forbearance agreement. | |||||||||||||||||||||||
On August 13, 2013, the Company issued 380,000 shares of Common Stock in conversion of $13,832 of principal on the May 30, 2012 Convertible Note. On August 15, 2013, the Company issued 100,000 shares of common stock with a market value of $5,700 to a consultant according to the terms of the engagement agreement and 2,435,064 shares of Common Stock in conversion of $75,000 of debentures. | |||||||||||||||||||||||
On September 2, 2013, the Company issued 415,667 shares of Common Stock in conversion of $15,043 of principal and interest on the May 30, 2012 Convertible Note. On September 13, 2013, the Company issued 100,000 shares of common stock with a market value of $6,300 to a consultant according to the terms of the engagement agreement. On September 25, the Company issued 110,668 shares of Common stock with a market value of $7,083 for an extension of the Tonaquint forbearance agreement. | |||||||||||||||||||||||
Warrants | |||||||||||||||||||||||
A summary of the status of the warrants granted for the nine month period ended September 30, 2013, and changes during the period then ended is presented below: | |||||||||||||||||||||||
For the Nine Months Ended September 30, 2013 | |||||||||||||||||||||||
Shares | Weighted Average Exercise Price | ||||||||||||||||||||||
Outstanding at beginning of period | 12,099,968 | $ | 0.65 | ||||||||||||||||||||
Granted | 7,115,544 | 0.15 | |||||||||||||||||||||
Exercised | 1,539,769 | 0.02 | |||||||||||||||||||||
Forfeited | 375,000 | 0.09 | |||||||||||||||||||||
Expired | 375,000 | 1 | |||||||||||||||||||||
Outstanding at end of period | 16,925,743 | $ | 0.38 | ||||||||||||||||||||
On June 19, 2013, the Company issued a total of 725,000 stock purchase warrants with a five year term to a lender as part of a note payable agreement. Of the 725,000 warrants issued, 350,000 are immediately exercisable at $0.09 per share. The remaining 375,000 warrants are exercisable at $0.09 per share only upon the Company’s default under the terms of the note payable agreement. The original value of the warrants calculated using the American Option Binomial Model was $46,400. | |||||||||||||||||||||||
On June 25, 2013, the company issued 175,000 stock purchase warrants to a lender related to a note purchase agreement. The five year warrants are immediately exercisable into common stock at $0.09 per share. The original value of the warrants calculated using the American Option Binomial Model was $12,950. | |||||||||||||||||||||||
On August 12, 2013 the Company issued 200,000 stock purchase warrants with a five year term to a lender as part of a note payable agreement. The warrants are immediately exercisable at $0.075 per share. The original value of the warrants calculated using the American Option Binomial Model was $11,200. | |||||||||||||||||||||||
On September 26, 2013, the Company issued the WelldDyne Warrant (see Note 3 “Significant Transactions”). The warrant allows the purchase shares of the Company’s Common Stock equal to the lesser of (a) 4.9% of the issued and outstanding Common Stock (on a fully-diluted basis), or (b) 4,500,000 shares. The WellDyne Warrant has a term of five years and an exercise price of $0.06, subject to adjustment as provided for therein. The original value of the warrants calculated using the American Option Binomial Model was $306,000. | |||||||||||||||||||||||
On September 30, 2013, the Company recorded 1,515,544 warrants exercisable at $0.44 per share. The warrants have an expiration date of August 22, 2016 and were issued to an advisory and investment services firm. | |||||||||||||||||||||||
As of September 30, 2013 | As of September 30, 2013 | ||||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||||||
Range of Exercise Prices | Number Outstanding | Weighted-Average Remaining Contract Life | Weighted- Average Exercise Price | Number Exercisable | Weighted-Average Exercise Price | ||||||||||||||||||
$ | 0.06 | 4,500,000 | 5 | $ | 0.06 | 4,500,000 | $ | 0.06 | |||||||||||||||
0.08 | 550,000 | 4.4 | 0.08 | 550,000 | 0.08 | ||||||||||||||||||
0.09 | 1,125,000 | 4.6 | 0.09 | 750,000 | 0.09 | ||||||||||||||||||
0.15 | 1,571,300 | 3.9 | 0.15 | 1,571,300 | 0.15 | ||||||||||||||||||
0.25 | 120,000 | 2.1 | 0.25 | 120,000 | 0.25 | ||||||||||||||||||
0.4 | 1,299,999 | 1 | 0.4 | 1,299,999 | 0.4 | ||||||||||||||||||
0.44 | 1,515,544 | 2.9 | 0.44 | 1,515,544 | 0.44 | ||||||||||||||||||
0.5 | 2,614,450 | 0.7 | 0.5 | 2,614,450 | 0.5 | ||||||||||||||||||
0.6 | 975,000 | 3 | 0.6 | 975,000 | 0.6 | ||||||||||||||||||
0.75 | 120,000 | 2.1 | 0.75 | 120,000 | 0.75 | ||||||||||||||||||
1 | 2,534,450 | 0.6 | 1 | 2,534,450 | 1 | ||||||||||||||||||
$ | 0.06-1.00 | 16,925,743 | 2.9 | $ | 0.38 | 16,550,743 | $ | 0.38 | |||||||||||||||
Stock Options | |||||||||||||||||||||||
A summary of the status of the stock options granted for the nine month period ended September 30, 2013, and changes during the period then ended is presented below: | |||||||||||||||||||||||
For the Nine Months Ended September 30, 2013 | |||||||||||||||||||||||
Options | Weighted Average Exercise Price | ||||||||||||||||||||||
Outstanding at beginning of period | 5,043,500 | $ | 0.15 | ||||||||||||||||||||
Granted | - | - | |||||||||||||||||||||
Exercised | - | - | |||||||||||||||||||||
Forfeited | 1,100,000 | $ | 0.15 | ||||||||||||||||||||
Expired | - | - | |||||||||||||||||||||
Outstanding at end of Period | 3,943,500 | $ | 0.15 | ||||||||||||||||||||
As of September 30, 2013 | As of September 30, 2013 | ||||||||||||||||||||||
Stock Options Outstanding | Stock Options Exercisable | ||||||||||||||||||||||
Exercise Price | Number Outstanding | Weighted-Average Remaining Contract Life | Weighted- Average Exercise Price | Number Exercisable | Weighted-Average Exercise Price | ||||||||||||||||||
$ | 0.15 | 3,943,500 | 3.89 | 0.15 | 3,510,165 | $ | 0.15 | ||||||||||||||||
6_DERIVATIVE_LIABILITIES
6. DERIVATIVE LIABILITIES | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
DerivativeInstrumentsAndHedgingActivitiesAbstract | ' | ||||||||||||||||
DERIVATIVE LIABILITIES | ' | ||||||||||||||||
As of September 30, 2013 and December 31, 2012, the Company did not have a sufficient number of common shares authorized to fulfill the possible exercise of all outstanding warrants and the conversion of all outstanding debentures and convertible notes payable. As a result, the Company determined that the warrants and the embedded beneficial conversion features of the debt instruments did not qualify for equity classification. Accordingly, the warrants and beneficial conversion features are treated as derivative liabilities and are carried at fair value. | |||||||||||||||||
The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that they were accounted for at fair value on a recurring basis as of September 30, 2013. | |||||||||||||||||
Fair Value Measurement at September 30, 2013 | |||||||||||||||||
Liabilities | Carrying Value at September 30, | Level 1 | Level 2 | Level 3 | |||||||||||||
2013 | |||||||||||||||||
Warrant Derivative Liability | $ | 837,373 | $ | - | $ | - | $ | 837,373 | |||||||||
Convertible Debt Derivative Liability | $ | 1,072,580 | $ | - | $ | - | $ | 1,072,580 | |||||||||
Debenture Derivative Liability | $ | 243,842 | $ | - | $ | - | $ | 243,842 | |||||||||
The Company estimates the fair value of the derivative warrant liabilities by using the American Option Binomial Model, a Level 3 input, with the following assumptions used: | |||||||||||||||||
Dividend yield: | 1% | ||||||||||||||||
Expected volatility | 283.86% to 549.88% | ||||||||||||||||
Risk free interest rate | .31% to 1.41% | ||||||||||||||||
Expected life (years) | 1.00 to 5.00 | ||||||||||||||||
The following table sets forth the changes in the fair value of derivative liabilities for the nine months ended September 30, 2013: | |||||||||||||||||
Balance, December 31, 2012 | (1,336,574 | ) | |||||||||||||||
Change in Fair Value of Warrant Derivative Liability | (79,125 | ) | |||||||||||||||
Change in Fair Value of Beneficial Conversion Derivative Liability | (762,204 | ) | |||||||||||||||
Change in Fair Value of Debenture Derivative Liability | (40,364 | ) | |||||||||||||||
Adjustments to Warrant Derivative Liability | (171,627 | ) | |||||||||||||||
Adjustment to Beneficial Conversion Derivative Liability | (10,152 | ) | |||||||||||||||
Adjustment to Debenture Derivative Liability | 246,251 | ||||||||||||||||
Balance, September 30, 2013 | (2,153,795 | ) |
7_RELATED_PARTY_TRANSACTIONS
7. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions | ' |
RELATED PARTY TRANSACTIONS | ' |
Funds are advanced to the Company from various related parties, including from Mr. Robert Lutz Jr., company CEO and members of the board of directors. As of September 30, 2013, the Company owes a total of $415,620 in principal and $72,615 in accrued interest to four related parties. |
8_SUBSEQUENT_EVENTS
8. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
On October 11, 2013, the Company, together with certain of its subsidiaries, entered into a term loan agreement (the “Loan Agreement”) with Brookhaven Medical, Inc. (“BMI”), pursuant to which BMI made a loan to the Company in the amount of $1,000,000 under a Senior Secured Convertible Promissory Note (the “First BMI Note”). In connection with the Loan Agreement, the Company and BMI also entered into a letter of intent contemplating (i) an additional loan to the Company (the “Additional Loan”) of up to $2,000,000 by BMI (or an outside lender), and (ii) entrance into an agreement and plan of merger (the “Merger Agreement”) pursuant to which the Company would merge with a subsidiary of BMI, subject to various conditions precedent. | |
The First BMI Note carries an interest rate of 8% per annum, and all unpaid principal and accrued but unpaid interest under the First BMI Note is due and payable on the later of (i) October 10, 2014, or (ii) the first anniversary of the date of the Merger Agreement. The First BMI Note may be prepaid in whole or in part upon ten days’ written notice, and all unpaid principal and accrued interest under the Note may be converted, at the option of BMI, into shares of the Company’s Series C Convertible Preferred Stock (“Series C Preferred Stock”) at a conversion price of $70.00 per share. The Company’s obligations under the First BMI Note are secured by all the assets of the Company and its subsidiaries. |
1_SUMMARY_OF_SIGNIFICANT_ACCOU1
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The terms “WMT,” “we,” “the Company,” and “us” as used in this report refer to Wound Management Technologies, Inc. The accompanying unaudited condensed consolidated balance sheet as of September 30, 2013 and unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2013 and 2012 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management of WMT, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2013, are not necessarily indicative of the results that may be expected for the year ending December 31, 2013, or any other period. These financial statements and notes should be read in conjunction with the financial statements for each of the two years ended December 31, 2012, and December 31, 2011, included in the Company’s Annual Report on Form 10-K. The accompanying consolidated balance sheet as of December 31, 2012, has been derived from the audited financial statements filed in our Form 10-K and is included for comparison purposes in the accompanying balance sheet. Certain prior year amounts have been reclassified to conform to current year presentation. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The accompanying consolidated financial statements include the accounts of WMT and its wholly-owned subsidiaries: Wound Care Innovations, LLC a Nevada limited liability company (“WCI”); Resorbable Orthopedic Products, LLC, a Texas limited liability company (“Resorbable); and BioPharma Management Technologies, Inc., a Texas corporation (“BioPharma”). In June of 2013, the board of directors voted to dissolve BioPharma. All intercompany accounts and transactions have been eliminated. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
As defined in Accounting Standards Codification (“ASC”) Topic No. 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. | |
The three levels of the fair value hierarchy defined by ASC Topic No. 820 are as follows: | |
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | |
Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. | |
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. | |
At September 30, 2013, the Company’s financial instruments consist of the derivative liabilities related to stock purchase warrants and the conversion features of certain outstanding debentures and notes payable. The derivative liability on stock purchase warrants was valued using the American Options Binomial Method, a Level 3 input. The fair value of the conversion features is calculated in accordance with ASC Topic No. 470-20-25-4. The change in fair value of the derivative liabilities is classified in other income (expense) in the statement of operations. | |
Our intangible assets have also been valued using the fair value accounting treatment and a description of the methodology used, including the valuation category, is described in the Company’s Annual Report on Form 10-K. | |
5_STOCKHOLDERS_EQUITY_Tables
5. STOCKHOLDERS EQUITY (Tables) | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ||||||||||||||||||||||
A Summary Of The Status Of The Warrants Granted | ' | ||||||||||||||||||||||
For the Nine Months Ended September 30, 2013 | |||||||||||||||||||||||
Shares | Weighted Average Exercise Price | ||||||||||||||||||||||
Outstanding at beginning of period | 12,099,968 | $ | 0.65 | ||||||||||||||||||||
Granted | 7,115,544 | 0.15 | |||||||||||||||||||||
Exercised | 1,539,769 | 0.02 | |||||||||||||||||||||
Forfeited | 375,000 | 0.09 | |||||||||||||||||||||
Expired | 375,000 | 1 | |||||||||||||||||||||
Outstanding at end of period | 16,925,743 | $ | 0.38 | ||||||||||||||||||||
Schedule of warrants by warrant price range | ' | ||||||||||||||||||||||
As of September 30, 2013 | As of September 30, 2013 | ||||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||||||
Range of Exercise Prices | Number Outstanding | Weighted-Average Remaining Contract Life | Weighted- Average Exercise Price | Number Exercisable | Weighted-Average Exercise Price | ||||||||||||||||||
$ | 0.06 | 4,500,000 | 5 | $ | 0.06 | 4,500,000 | $ | 0.06 | |||||||||||||||
0.08 | 550,000 | 4.4 | 0.08 | 550,000 | 0.08 | ||||||||||||||||||
0.09 | 1,125,000 | 4.6 | 0.09 | 750,000 | 0.09 | ||||||||||||||||||
0.15 | 1,571,300 | 3.9 | 0.15 | 1,571,300 | 0.15 | ||||||||||||||||||
0.25 | 120,000 | 2.1 | 0.25 | 120,000 | 0.25 | ||||||||||||||||||
0.4 | 1,299,999 | 1 | 0.4 | 1,299,999 | 0.4 | ||||||||||||||||||
0.44 | 1,515,544 | 2.9 | 0.44 | 1,515,544 | 0.44 | ||||||||||||||||||
0.5 | 2,614,450 | 0.7 | 0.5 | 2,614,450 | 0.5 | ||||||||||||||||||
0.6 | 975,000 | 3 | 0.6 | 975,000 | 0.6 | ||||||||||||||||||
0.75 | 120,000 | 2.1 | 0.75 | 120,000 | 0.75 | ||||||||||||||||||
1 | 2,534,450 | 0.6 | 1 | 2,534,450 | 1 | ||||||||||||||||||
$ | 0.06-1.00 | 16,925,743 | 2.9 | $ | 0.38 | 16,550,743 | $ | 0.38 | |||||||||||||||
Schedule of option activity | ' | ||||||||||||||||||||||
For the Nine Months Ended September 30, 2013 | |||||||||||||||||||||||
Options | Weighted Average Exercise Price | ||||||||||||||||||||||
Outstanding at beginning of period | 5,043,500 | $ | 0.15 | ||||||||||||||||||||
Granted | - | - | |||||||||||||||||||||
Exercised | - | - | |||||||||||||||||||||
Forfeited | 1,100,000 | $ | 0.15 | ||||||||||||||||||||
Expired | - | - | |||||||||||||||||||||
Outstanding at end of Period | 3,943,500 | $ | 0.15 | ||||||||||||||||||||
Schedule of options by option price range | ' | ||||||||||||||||||||||
As of September 30, 2013 | As of September 30, 2013 | ||||||||||||||||||||||
Stock Options Outstanding | Stock Options Exercisable | ||||||||||||||||||||||
Exercise Price | Number Outstanding | Weighted-Average Remaining Contract Life | Weighted- Average Exercise Price | Number Exercisable | Weighted-Average Exercise Price | ||||||||||||||||||
$ | 0.15 | 3,943,500 | 3.89 | 0.15 | 3,510,165 | $ | 0.15 |
6_DERIVATIVE_LIABILITIESTables
6. DERIVATIVE LIABILITIES(Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
FairValueOfDerivativeWarrantLiabilitiesUsingAmericanOptionBinomialModelAbstract | ' | ||||||||||||||||
Schedule of financial assets and liabilities by level | ' | ||||||||||||||||
Fair Value Measurement at September 30, 2013 | |||||||||||||||||
Liabilities | Carrying Value at September 30, | Level 1 | Level 2 | Level 3 | |||||||||||||
2013 | |||||||||||||||||
Warrant Derivative Liability | $ | 837,373 | $ | - | $ | - | $ | 837,373 | |||||||||
Convertible Debt Derivative Liability | $ | 1,072,580 | $ | - | $ | - | $ | 1,072,580 | |||||||||
Debenture Derivative Liability | $ | 243,842 | $ | - | $ | - | $ | 243,842 | |||||||||
Fair Value Of Derivative Warrant Liabilities Using American Option Binomial Model | ' | ||||||||||||||||
Dividend yield: | 1% | ||||||||||||||||
Expected volatility | 283.86% to 549.88% | ||||||||||||||||
Risk free interest rate | .31% to 1.41% | ||||||||||||||||
Expected life (years) | 1.00 to 5.00 | ||||||||||||||||
The Following Table Sets Forth The Changes In Derivative Liabilities | ' | ||||||||||||||||
Balance, December 31, 2012 | (1,336,574 | ) | |||||||||||||||
Change in Fair Value of Warrant Derivative Liability | (79,125 | ) | |||||||||||||||
Change in Fair Value of Beneficial Conversion Derivative Liability | (762,204 | ) | |||||||||||||||
Change in Fair Value of Debenture Derivative Liability | (40,364 | ) | |||||||||||||||
Adjustments to Warrant Derivative Liability | (171,627 | ) | |||||||||||||||
Adjustment to Beneficial Conversion Derivative Liability | (10,152 | ) | |||||||||||||||
Adjustment to Debenture Derivative Liability | 246,251 | ||||||||||||||||
Balance, September 30, 2013 | (2,153,795 | ) |
5_STOCKHOLDERS_EQUITY_Details
5. STOCKHOLDERS EQUITY (Details ) (Warrants, USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Warrants | ' |
Number Outstanding, Beginning | 12,099,968 |
Number of Warrants Granted | 7,115,544 |
Number of Warrants Exercised | 1,539,769 |
Number of Warrants Forfeited | 375,000 |
Number of Warrants Expired | 375,000 |
Number Outstanding, Ending | 16,925,743 |
Weighted Average Exercise Price Outstanding, Beginning | $0.65 |
Weighted Average Exercise Price Granted | $0.15 |
Weighted Average Exercise Price Exercised | $0.02 |
Weighted Average Exercise Price Forfeited | $0.09 |
Weighted Average Exercise Price Expired | $1 |
Weighted Average Exercise Price Outstanding, Ending | $0.38 |
5_STOCKHOLDERS_EQUITY_Details_
5. STOCKHOLDERS EQUITY (Details 1) (USD $) | Sep. 30, 2013 |
0.06 | ' |
Number Outstanding, Ending | 4,500,000 |
Weighted Average Remaining Contract Life | '5 years 6 months |
Weighted Average Exercise Price | $0.06 |
Number Exercisable | 4,500,000 |
Exercisable Weighted Average Exercise Price | $0.06 |
0.08 | ' |
Number Outstanding, Ending | 550,000 |
Weighted Average Remaining Contract Life | '4 years 4 months 24 days |
Weighted Average Exercise Price | $0.08 |
Number Exercisable | 550,000 |
Exercisable Weighted Average Exercise Price | $0.08 |
0.09 | ' |
Number Outstanding, Ending | 1,125,000 |
Weighted Average Remaining Contract Life | '4 years 7 months 6 days |
Weighted Average Exercise Price | $0.09 |
Number Exercisable | 750,000 |
Exercisable Weighted Average Exercise Price | $0.09 |
0.15 | ' |
Number Outstanding, Ending | 1,571,300 |
Weighted Average Remaining Contract Life | '3 years 10 months 24 days |
Weighted Average Exercise Price | $0.15 |
Number Exercisable | 1,571,300 |
Exercisable Weighted Average Exercise Price | $0.15 |
0.25 | ' |
Number Outstanding, Ending | 120,000 |
Weighted Average Remaining Contract Life | '2 years 1 month 6 days |
Weighted Average Exercise Price | $0.25 |
Number Exercisable | 120,000 |
Exercisable Weighted Average Exercise Price | $0.25 |
0.4 | ' |
Number Outstanding, Ending | 1,299,999 |
Weighted Average Remaining Contract Life | '1 year |
Weighted Average Exercise Price | $0.40 |
Number Exercisable | 1,299,999 |
Exercisable Weighted Average Exercise Price | $0.40 |
0.44 | ' |
Number Outstanding, Ending | 1,515,544 |
Weighted Average Remaining Contract Life | '2 years 10 months 24 days |
Weighted Average Exercise Price | $0.44 |
Number Exercisable | 1,515,544 |
Exercisable Weighted Average Exercise Price | $0.44 |
0.5 | ' |
Number Outstanding, Ending | 2,614,450 |
Weighted Average Remaining Contract Life | '8 months 12 days |
Weighted Average Exercise Price | $0.50 |
Number Exercisable | 2,614,450 |
Exercisable Weighted Average Exercise Price | $0.50 |
0.6 | ' |
Number Outstanding, Ending | 975,000 |
Weighted Average Remaining Contract Life | '3 years |
Weighted Average Exercise Price | $0.60 |
Number Exercisable | 975,000 |
Exercisable Weighted Average Exercise Price | $0.60 |
0.75 | ' |
Number Outstanding, Ending | 120,000 |
Weighted Average Remaining Contract Life | '2 years 1 month 6 days |
Weighted Average Exercise Price | $0.75 |
Number Exercisable | 120,000 |
Exercisable Weighted Average Exercise Price | $0.75 |
1 | ' |
Number Outstanding, Ending | 2,534,450 |
Weighted Average Remaining Contract Life | '7 months 6 days |
Weighted Average Exercise Price | $1 |
Number Exercisable | 2,534,450 |
Exercisable Weighted Average Exercise Price | $1 |
0.06-1.00 | ' |
Number Outstanding, Ending | 16,925,743 |
Weighted Average Remaining Contract Life | '2 years 10 months 24 days |
Weighted Average Exercise Price | $0.38 |
Number Exercisable | 16,550,743 |
Exercisable Weighted Average Exercise Price | $0.38 |
5_STOCKHOLDERS_EQUITY_Details_1
5. STOCKHOLDERSb EQUITY (Details 2) (Stock Options, USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Stock Options | ' |
Number Outstanding, Beginning | 5,043,500 |
Number of Options Granted | 0 |
Number of Options Exercised | 0 |
Number of Options Forfeited | 1,100,000 |
Number of Options Expired | 0 |
Number Outstanding, Ending | 3,943,500 |
Weighted Average Exercise Price Outstanding, Beginning | $0.15 |
Weighted Average Exercise Price Granted | $0 |
Weighted Average Exercise Price Exercised | $0 |
Weighted Average Exercise Price Forfeited | $0.15 |
Weighted Average Exercise Price Expired | $0 |
Weighted Average Exercise Price Outstanding, Ending | $0.15 |
5_STOCKHOLDERS_EQUITY_Details_2
5. STOCKHOLDERSb EQUITY (Details 3) (Stock Options, USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Stock Options | ' | ' |
Number Outstanding, Ending | 3,943,500 | 5,043,500 |
Weighted average remaining contract life | '3 years 10 months 20 days | ' |
Weighted Average Exercise Price Outstanding, Ending | $0.15 | $0.15 |
Number Options Exercisable | 3,510,165 | ' |
Weighted-Average Exercise Price Options Exercisable | $0.15 | ' |
6_DERIVATIVE_LIABILITIES_Detai
6. DERIVATIVE LIABILITIES (Details) (USD $) | Sep. 30, 2013 |
Warrant | ' |
Derivative Liability | $837,373 |
Convertible Debt | ' |
Derivative Liability | 1,072,580 |
Debenture Derivative | ' |
Derivative Liability | 243,842 |
Level 1 | Warrant | ' |
Derivative Liability | 0 |
Level 1 | Convertible Debt | ' |
Derivative Liability | 0 |
Level 1 | Debenture Derivative | ' |
Derivative Liability | 0 |
Level 2 | Warrant | ' |
Derivative Liability | 0 |
Level 2 | Convertible Debt | ' |
Derivative Liability | 0 |
Level 2 | Debenture Derivative | ' |
Derivative Liability | 0 |
Level 3 | Warrant | ' |
Derivative Liability | 837,373 |
Level 3 | Convertible Debt | ' |
Derivative Liability | 1,072,580 |
Level 3 | Debenture Derivative | ' |
Derivative Liability | $243,842 |
6_DERIVATIVE_LIABILITIESDetail
6. DERIVATIVE LIABILITIES(Details 1) | 9 Months Ended |
Sep. 30, 2013 | |
Derivative Liabilitiesdetails 1 | ' |
Dividends | 1.00% |
Expected volatility, min | 283.86% |
Expected volatility, max | 549.88% |
Risk free interest rate, min | 0.31% |
Risk free interest rate, max | 1.41% |
Expected life (years), min | '1 year |
Expected life (years), max | '5 years |
6_DERIVATIVE_LIABILITIESDetail1
6. DERIVATIVE LIABILITIES(Details 2) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Derivative Liabilitiesdetails 2 | ' |
Beginning Balance | ($1,336,574) |
Change in Fair Value of Warrant Derivative Liability | -79,125 |
Change in Fair Value of Beneficial Conversion Derivative Liability | -762,204 |
Change in Fair Value of Debenture Derivative Liability | -40,364 |
Adjustments to Warrant Derivative Liability | -171,627 |
Adjustment to Beneficial Conversion Derivative Liability | -10,152 |
Adjustment to Debenture Derivative Liability | 246,251 |
Ending Balance | ($2,153,795) |
4_NOTES_PAYABLE_Details_Narrat
4. NOTES PAYABLE (Details Narrative) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Deferred loan costs and accured interest payable | $423 | $5,126 |
Accured interest payable | 331,753 | 132,018 |
2012 Debentures | ' | ' |
Deferred loan costs and accured interest payable | 2,671 | ' |
Accured interest payable | $29,809 | ' |